Aequs Ltd

Advanced and vertically integrated precision manufacturing capabilities.

Operations in unique, engineering-led vertically-integrated precision manufacturing ecosystems.

Manufacturing presence across three continents with strategic proximity to end customers.

Comprehensive precision product portfolio across high value segments.

Long-standing relationships with high entry barrier global customers.

Founder-led business supported by an experienced management team and a qualified employee base.

We derive a significant portion of our net external revenue from the Aerospace Segment (88.23% for the six months period ended September 30, 2025, 86.00% for the six months period ended September 30, 2024, 89.19% for the Financial Year 2025, 78.44% for the Financial Year 2024 and 72.06% for the Financial Year 2023). Any decrease in demand of products within the Aerospace Segment or any development that makes the sale of products within the Aerospace Segments less economically beneficial may adversely affect our business, results of operations, financial condition and cash flows.

We are dependent on our ten largest customer groups, which comprise a significant portion of our revenue from operations (82.51% for the six months period ended September 30, 2025, 85.56% for the six months period ended September 30, 2024, 88.57% for the Financial Year 2025, 86.51% for the Financial Year 2024 and 86.48% for the Financial Year 2023). Any failure to maintain our relationship with these customer groups or any adverse changes affecting their financial condition will have an adverse effect on our business, results of operations, financial condition and cash flows.

Our contractual arrangements with our OEM customer groups are typically requirement-based contracts which do not obligate our customers to place a fixed quantity of orders with us within a fixed time frame, and any termination of such contracts or decline in the production requirements of any of our customers, may adversely affect our business, results of operations, financial condition and cash flows.

Our business requires significant capital expenditure to maintain or upgrade equipment and machinery across our existing manufacturing clusters and facilities. If we are unable to have access to capital, it may adversely affect our business, results of operations, financial condition and cash flows.

While we intend to use a portion of the Net Proceeds to purchase and install machinery and equipment for our Company and our Subsidiary, AeroStructures Manufacturing India Private Limited, to expand our existing capacities, we cannot assure you that we will be able to maintain the existing levels of capacity utilization within the segments of our manufacturing clusters we operate in or facilities, which may adversely affect our results of operations. Further, a slowdown or shutdown in our manufacturing operations could have an adverse effect on our business, results of operations, financial condition and cash flows.

Our business is subject to fluctuations in the prices and disruptions in the availability of raw materials, which may have an adverse effect on our business, results of operations, financial condition and cash flows.

All the units in the manufacturing clusters that we operate in, in India are located in the state of Karnataka, which may expose us to regional risks that could adversely affect our business, results of operations, financial condition, and cash flows.

Our Company and certain of our Subsidiaries have had negative operating cash flows in the past and may continue to have negative operating cash flows in the future, which could adversely affect our results of operations and financial condition.

A downgrade in our credit rating could adversely affect our ability to raise capital in the future.

Our business and results of operations may be adversely affected if we are unable to maintain or improve capacity utilization following the installation of additional plant and machinery from the proceeds of the Offer.

The units in the manufacturing clusters we operate in and facilities are subject to periodic inspections and audits by regulatory authorities. We may be recipient of adverse observations from such visits which may damage our business and reputation leading to an adverse effect on our business, results of operations, financial condition and cash flows.

Our inability to effectively execute our business plan and growth strategies could adversely affect our business, results of operations, financial condition and cash flows.

We have incurred losses of Rs.(169.77) million, Rs.(717.00) million, Rs.(1,023.46) million, Rs.(142.44) million and Rs.(1,094.95) million for the six months period ended September 30, 2025 and 2024, and the Financial Years 2025, 2024 and 2023, respectively and we have made provisions for impairment of goodwill in our Subsidiaries. We may continue to experience losses in the future and may be required to make similar provisions for impairment, which could result in an adverse effect on our business, results of operations, financial condition and cash flows.

Certain of our Subsidiaries have incurred losses in the past and may continue to experience losses in the future, which in turn may result in an adverse effect on our business, results of operations, financial condition and cash flows.

If we fail to obtain, maintain or renew the statutory and regulatory licenses, permits and approvals required for our business and operations, our business, results of operations, financial condition and cash flows may be adversely affected.

The examination report issued by our Statutory Auditors, for our Restated Consolidated Financial Information as of and for the Financial Years 2024 and 2023 includes references to certain emphasis of matter.

A significant portion of our revenue from operations is derived from direct and indirect exports, with only 11.44%, 12.57%, 10.74%, 12.67% and 11.67% of our revenue from operations being derived from sales within India during six months period ended September 30, 2025 and 2024, and the Financial Years 2025, 2024 and 2023, respectively. Further, our international business exposes us to complex management, legal, tax and economic risks, which could adversely affect our business, results of operations, financial condition and cash flows.

Certain of the units in the manufacturing clusters in which we operate, in Belagavi, Karnataka and Koppal, Karnataka are located in SEZs, and the manufacturing cluster, we operate in, located in Hubballi, Karnataka is operating under Export Oriented Unit (EOU) Scheme. We are subject to certain regulations and receive certain tax benefits as a result of such operations, and we cannot assure you that we will be able to comply with such regulations or that we will continue to receive such tax benefits in the future.

We have entered into, and may continue to enter into related party transactions. We cannot assure you that such transactions, individually or in the aggregate, will not have an adverse effect on our business, results of operations, financial condition and cash flows.

Non-compliance with and changes in, corporate affairs, safety, environmental and labour laws and other applicable regulations, may adversely affect our business, results of operations, financial condition and cash flows.

We are subject to a variety of threats and challenges affecting the manufacturing sector in India, which may adversely affect our business, results of operations, financial condition and cash flows.

Our reliance on third parties for certain aspects of our operations, including on-site job work, transport and logistics may affect the quality of our products and our ability to meet delivery timelines to our customers, which may adversely affect our business, results of operations, financial condition and cash flows.

Fluctuations in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on the value of our Equity Shares, independent of our operating results.

We have a significant amount of foreign exchange borrowings, including foreign exchange borrowings which are unhedged or subject to variable rates, which may expose us to currency and interest rate fluctuations, and in turn adversely affecting our business, results of operations, financial condition and cash flows.

If we are unable to adequately protect our intellectual property rights, our competitive position and business may be adversely affected.

Our Company and our Individual Promoter have extended guarantees in respect of borrowings availed by certain of our Subsidiaries and Joint Ventures, and any invocation of such guarantees may adversely affect our financial condition.

Our Company, Subsidiaries, Promoters, Key Managerial Personnel, Senior Management and Directors are involved in certain legal proceedings. Any adverse decision in such proceedings may render our Company, Subsidiaries, Promoters, Key Managerial Personnel, Senior Management and Directors liable to liabilities/penalties and may adversely affect our business, financial condition, results of operations and cash flows.

We are subject to risks associated with product liability and recall if our products are found to be defective, which may arise from our products failing to perform as expected or meet the stringent quality or qualification standards, which may adversely affect our reputation, business, results of operations, financial condition and cash flows.

We have not yet placed orders for purchasing additional machinery and equipment required in the units in the manufacturing clusters we operate in. If there is any delay in placing such orders or if the vendors are not able to supply the additional machinery and equipment in a timely manner, or at all, this may result in time and cost overruns, which may adversely affect our business, results of operations, financial condition and cash flows.

If our Net Proceeds to be utilised towards inorganic growth through unidentified acquisitions and strategic initiatives are insufficient for the cost of our inorganic acquisitions and strategic initiatives, we may have to seek alternative forms of funding.

Our inability to meet our obligations, including financial and restrictive covenants, under our financing arrangements could adversely affect our business, results of operations, financial condition and cash flows.

Our operations are labour intensive and could be adversely affected by strikes, labour unrest or labour unions. Further, we appoint contract labour through independent contractors for carrying out certain of our operations and we may be held responsible for paying the wages of such workers if the independent contractors through whom such workers are hired default on their obligations, and such obligations could have an adverse effect on our business, results of operations, financial condition and cash flows.

Our failure to identify and understand evolving industry trends and preferences and to adopt new technologies and develop new products to meet customer demands may adversely affect our business, results of operations, financial condition and cash flows.

Certain of our Promoters, Directors, Key Managerial Personnel and Senior Management may be interested in our Company other than in terms of remuneration and reimbursement of expenses, and this may result in conflict of interest with us. Our Promoters and certain of our Directors may be involved in ventures which are engaged in the same line of activity or business as that of our Company and this may result in conflicts of interest with us.

Pricing pressure from OEM customers may adversely affect our profitability, which may in turn have an adverse effect on our business, results of operations, financial condition and cash flows.

Our failure to keep our technical knowledge confidential could erode our competitive advantage.

We regularly work with hazardous materials and activities in our operations can be dangerous, which may cause injuries to people or property.

Any difficulties in identifying, consummating and integrating acquisitions, investments or alliances or undertaking any internal restructuring may expose us to potential risks and have an adverse effect on our business, results of operations, financial condition and cash flows.

We are unable to trace certain of our historical corporate and secretarial records including forms filed with the RoC. We cannot assure you that regulatory proceedings or actions will not be initiated against us in the future which may impact our financial condition and reputation and we will not be subject to any penalty imposed by the competent regulatory authority in this regard.

Our consumer business is subject to seasonality, which may contribute to fluctuations in our results of operations and financial condition.

An inability to compete effectively in the competitive aerospace and consumer industries could result in the loss of customers, which could have an adverse effect on our business, results of operations, financial condition and cash flows.

We are exposed to counterparty credit risk and any delay in receiving payments or non-receipt of payments may adversely affect our business, results of operations, financial condition and cash flows.

Any disruptions in the availability of electricity, fuel and water at the units in the manufacturing clusters we operate in or facilities may adversely affect our business operations.

We have contingent liabilities and commitments, and our financial condition could be adversely affected if these contingent liabilities or commitments materialize.

The success of our business depends substantially on our management team and operational workforce. Our inability to attract or retain such manpower could adversely affect our business and operations.

Significant disruptions of information technology systems or breaches of data security could have an adverse effect on our business, results of operations, financial condition and cash flows.

Any delay in payment of statutory dues by our Company in the future, may result in the imposition of penalties and in turn may have an adverse effect on our Company`s business, financial condition, results of operation and cash flows.

We track certain operational and key business metrics with internal systems and tools. Certain of our operational metrics are subject to inherent challenges in measurement which may adversely affect our business and reputation.

We have availed loans from related parties (unsecured) which may be recalled by lenders at any time in the future. If we are unable to repay our outstanding borrowings in a timely manner or at all, our business, prospects, results of operations, financial condition and cash flows will be adversely affected.

We may not be sufficiently protected or insured for certain losses that we may incur or claims that we may face against us, which may adversely affect our business, results of operations, financial condition and cash flows.

We do not own our Registered Office and Corporate Office and certain of the units in the manufacturing clusters we operate in and facilities, and thus we are exposed to the risks associated with leasing real estate and any adverse developments could affect our business, results of operations, financial condition and cash flows.

Information relating to the installed manufacturing capacity, actual production and capacity utilization of the segments in the manufacturing clusters in which we operate and facilities included in this Red Herring Prospectus are based on various assumptions and estimates and future production and capacity may vary and actual productions level and rates may differ significantly.

Our success depends on our ability to develop new products within the Aerospace Segment and Consumer Segment in accordance with our customers` niche requirements, in a timely manner. If our design, engineering and development, and execution efforts do not succeed in a timely manner or at all, or if the products we develop do not perform as expected, our business, financial condition, results of operations and cash flows could be adversely affected.

This Red Herring Prospectus contains information from third parties, including an industry report prepared by an independent third-party research agency, Frost & Sullivan (India) Private Limited, which we have commissioned and paid for purposes of confirming our understanding of the industry exclusively in connection with the Offer.

We have issued Equity Shares during the preceding 12 months at a price which may be below the Offer Price, and we may continue to issue Equity Shares which are below the Offer Price in the future.

We cannot assure payment of dividends on the Equity Shares in the future and our ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures.

Any variation in the utilization of the Net Proceeds as disclosed in this Red Herring Prospectus shall be subject to certain compliance requirements including prior approval of the shareholders of our Company.

The holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby suffer future dilution of their ownership position.

Investors may be subject to Indian taxes arising out of capital gains on the sale of our Equity Shares and dividend received and any capital gains arising from sale of equity may be withheld by the Company at applicable rates for payment of taxes directly on behalf of the Investors.

The determination of the Price Band is based on various factors and assumptions and the Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer. Furthermore, the current market price of some securities listed pursuant to certain previous issues managed by the BRLMs is below their respective issue prices.

QIBs and NIBs are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual Bidders are not permitted to withdraw their Bids after the Bid/Offer Closing Date.

Majority of the Directors does not has prior experience of holding a directorship in a company listed on the Stock Exchanges which may subject it to adverse regulatory actions if its not able to comply with applicable laws, resulting in an impact on the price of the company Equity Shares.

Rights of shareholders of companies under Indian law may be different compared to the laws of other jurisdictions and investors may face challenges in asserting their rights as a shareholder under Indian law.

Any future issuance of Equity Shares or convertible securities or other equity linked securities by it may dilute your shareholding and sales of the Equity Shares by its major shareholders may adversely affect the trading price of the Equity Shares.