Fujiyama Power Systems Ltd IPOUTLSOLAR

The IPO opens on 13 Nov 2025 & closes on 17 Nov 2025.

Fujiyama Power Systems Private Limited was incorporated as a Private Limited Company on November 29, 2017 , dated December 12, 2017, issued by the RoC. Company was subsequently converted from a Private Limited to a Public Limited Company and the name was changed to Fujiyama Power Systems Limited, followed by issuing a fresh Certificate of Incorporation dated November 20, 2024 by the RoC. The Company is engaged in production of solar panels, solar batteries, solar inverters, solar charges, lithium-ion battery and related products. Company currently operates four manufacturing units with its distribution network across India. The Promoter, Pawan Kumar Garg, established a sole proprietorship under the trade name UTL Electronics' during the period 1996. In 2008, the Promoters, Pawan Kumar Garg and Yogesh Dua formed a partnership firm named Fujiyama Power Systems in 2008. The Company became one of the few Indian entities to make high frequency online UPS and inverters in 2010. It began manufacturing solar PCU in 2012 and further began production in online solar PCUs in 2014. The Company's business was acquired via slump sale as a going concern in 2018; following the expansion of solar PCU capacity in year 2020. In FY'21, it set up a solar panel manufacturing and lithium-ion battery unit; further made progress through expansion in production capacity for batteries by adding the capacity of 71 MW solar panels at the Greater Noida Plant; following the expansion in production by adding an annual capacity of over 340,000 units per annum at Bawal Plant in 2022 and over 200 MW solar panels at Greater Noida Plant further in 2023. Company came up with the IPO of 36,315,789 equity shares of Re 1 each, by raising Rs 828 Crores, consisting a fresh issue of 26,315,789 equity shares aggregating to Rs 600 crores and the offer for sale of 10,000,000 equity shares aggregating to Rs 228 crores in November 2025. The Company has installed the annual capacity of over 600 MW for solar inverter and 500 MWh for lithium battery line at Greater Nodia Facility in June, 2025.

Fujiyama Power Systems Ltd IPO will close on 17 Nov 2025.

<ul><li>Diversified portfolio of solar products and solutions which distinguishes us as a well-rounded leader in the rooftop solar industry.</li><li>Track record of technological development and product innovation.</li><li>Robust distribution network and post-sale service capabilities driving strong brand recognition.</li><li>Quality-centric and precision-driven large scale manufacturing infrastructure driving production efficiency.</li><li>Experienced Promoters and Senior Management and a committed employee base.</li><li>Robust financial performance and growth.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Pawan Kumar Garg</td> <td>108351570</td> <td>38.68</td> <td>103351570</td> <td>33.73</td> </tr> <tr> <td>2</td> <td>Yogesh Dua</td> <td>108351575</td> <td>38.68</td> <td>103351575</td> <td>33.73</td> </tr> <tr> <td>3</td> <td>Sunil Kumar</td> <td>13750000</td> <td>4.91</td> <td>13750000</td> <td>4.49</td> </tr> </tbody> </table>

<ul><li>Its manufacturing facilities are subject to various operational risks. Any disruption in operations or shutdown of the company existing manufacturing facilities or future manufacturing facilities or any other operational problems caused by unforeseen events may reduce sales and adversely affect its business, and results of operations and financial condition.</li><li>Geographical concentration of its manufacturing facilities in northern India exposes it to region specific risks that could adversely affect the company business, financial condition, results of operations, and cash flows.</li><li>Its ability to grow the company retail sales depends on the success of its relationship with the company distributors, dealers and franchisees and an inability to maintain or further expand its retail network, could negatively affect the company business, cash flows and results of operations.</li><li>Its import a significant part of its raw material supply from China and the company import equipment and machinery from other foreign countries and the same is subject to certain risks. Restrictions on or import duties relating to materials and equipment imported for its manufacturing operations as well as restrictions on or import duties levied on the company products in its export markets may adversely affect its business prospects, financial performance and cash flows.</li><li>Decline in the price of its products may have an adverse impact on the company business, results of operations and cash flows.</li><li>Its market capitalization to total Revenue from Operations, the company market capitalization to tangible asset and the company enterprise value to EBITDA ratio, may not be indicative of the trading price of its Equity Shares upon listing on the Stock Exchanges subsequent to the Offer and, as a result, you may lose a significant part or all of your investment.</li><li>The company derives a substantial portion of its retail sales from Uttar Pradesh and are in the process of expanding its retail network to target new customers. Any adverse change in the demand of the company products in Uttar Pradesh or failure to expand into new markets may have an adverse impact on its business, growth, financial condition, cash flows and results of operations.</li><li>The company is in the process of expanding its operations by targeting new customers and expanding its retail network in markets where the company does not have a significant presence and prior experience. Any failures to expand into these new markets or regions could adversely affect its sales, financial condition, result of operations, and cash flows.</li><li>Its may not be able to sustain the company rate of growth in the future.</li><li>The loss of one or more members of its senior management or key employees may adversely affect the company ability to conduct its business and implement the company strategy. Its success depends upon the company management team and skilled personnel and its ability to attract and retain such persons.</li><li>The company intend to utilise Rs. 1,800 million, 30% of Rs. 6,000 million, i.e., the Net Proceeds for part financing the cost of establishing the proposed manufacturing facility in Ratlam, Madhya Pradesh, India which may be subject to the risk of unanticipated delays in implementation, cost overruns and other project risks and uncertainties.</li><li>Unsatisfactory performance of or defects in its products may cause us to incur additional expenses and warranty costs, damage its reputation and cause the company sales to decline.</li><li>Its Registered Office, Corporate Office and two of the company manufacturing facilities are located on leased premises. There can be no assurance that such lease agreements will be renewed upon termination or that the company will be able to obtain other premises on lease on the same or similar commercial terms.</li><li>The majority of its Directors does not have any prior experience in directorship of listed entities, which may affect its ability to meet such additional compliance requirements.</li><li>The company is dependent on a limited number of third party suppliers of materials and components for manufacturing its products. Any disruptions in the supply or availability of materials and components of the appropriate quality standards and fluctuation in their prices may have an adverse impact on its business operations, cash flows and financial performance.</li><li>The company has witnessed negative cash flow from operating activities in the three months period ended June 30, 2025. Any negative cash flows in the future would adversely affect its cash flow requirements, which may adversely affect the company ability to operate its business and the company financial condition.</li><li>Its export sales are subject to risks and uncertainties of various international markets.</li><li>Its funding requirements and proposed deployment of the Gross Proceeds are based on management estimates and may be subject to change based on various factors, some of which are beyond its control.</li><li>The company is required to obtain certain approvals, licenses, registrations and permissions for operating its business, and the failures to obtain, maintain or renew them could adversely affect its business, results of operations and financial condition.</li><li>Its Statutory Auditors have included certain observations in their auditor's reports on the company audited financial statements for Fiscal 2025 and Fiscal 2024, and the annexure to the auditor's reports as required under Section 143 of Companies Act and the Companies (Auditor's Report) Order, 2020, in respect of the Company.</li><li>The company generate majority of its revenue from the company products falling under the categories of solar power generation systems, power backup solutions and chargers, which include solar panels, batteries, inverters, uninterruptible power supply systems ("UPS"), amongst others. In the event the company experience a slowdown of demand for its major product categories, the company business, results of operations and financial condition may be adversely affected.</li><li>Implementing its growth strategy and the company business operations will depends on its ability to maintain access to multiple funding sources on acceptable terms and any adverse impact on the company ability to secure financing on favourable terms may result in an increase in its cost of capital which may impact the company business and financial condition.</li><li>The company is required to comply with certain restrictive covenants under its financing agreements. Any noncompliance may lead to, amongst others, accelerated repayment schedule and suspension of further drawdowns, which may adversely affect its business, results of operations, financial condition and cash flows.</li><li>Exchange rate fluctuations may adversely affect its business, results of operations and cash flows.</li><li>Its ability to access capital at attractive costs depends on the company credit ratings. Non-availability of credit ratings or a poor rating may restrict its access to capital and thereby adversely affect the company business, financial conditions, cash flows and results of operations.</li><li>The Company and its customers benefit from various government subsidies. In the event such subsidies does not materialize or the central or state governments does not approve the entire subsidy amount or if there are any adverse changes in the availability of subsidies, it may increase its cost of investment, and adversely impact the company customers' affordability of its products, thereby impacting the company overall sales.</li><li>There are outstanding legal proceedings involving the Company.</li><li>The company is exposed to credit risk from its customers, and the recoverability of the company trade receivables is subject to uncertainties.</li><li>Its proposed expansion plans are based on demand and forecasts that are subject to various assumptions and in case of oversupply in the industry or lack of demand, its may not be able to utilise the company capacities in an efficient manner which may impact its business, growth and financial condition.</li><li>If the company is unable to develop, maintain and enhance its brands, the sales of the company products will suffer, which would have a material adverse effect on its results of operations.</li><li>Its may not be able to adequately protect or continue to use the company intellectual property. In addition, the use of the brands "UTL Solar" and "Fujiyama Solar" or similar trade names by third parties or claims by third parties that the company is infringing on their intellectual property could have a material adverse effect on its business growth and prospects, financial condition, results of operations and cash flows.</li><li>An inability to produce quality products that address customer needs or adopt new technologies and in an effective and timely manner may adversely affect its business, results of operations and cash flows.</li><li>The company faces intense competition in its markets, and the company may lack sufficient financial or other resources to maintain or improve its competitive position.</li><li>The company has significant working capital requirements and its inability to meet the working capital requirements may have an adverse effect on its results of operations.</li><li>The company is dependent on third-party transportation providers for the supply of materials for its manufacturing process and delivery of its finished products. If the company is required to expend considerable resources in addressing its distribution requirements, it could adversely affect the company results of operations.</li><li>Delay/ default in payment of statutory dues may attract penalties and in turn have an adverse impact on its financial condition.</li><li>The company has in the past entered into a number of related party transactions and may continue to enter into related party transactions in the future on an arm's length basis, and there can be no assurance that the company could not have achieved more favourable terms if such transactions had not been entered into with related parties.</li><li>An inability to accurately forecast demand or price for its products and manage the company inventory may adversely affect its business, results of operations, financial condition, and cash flows.</li><li>Improper storage, processing and handling of materials and products may cause damage to its inventory leading to an adverse effect on the company business, results of operations and cash flows.</li><li>Its may be subject to significant risks and hazards when operating and maintaining its manufacturing facilities, for which the company insurance coverage might not be adequate.</li><li>Its business is significantly dependent on the rooftop solar segment, which is perceived to have higher operational and financial risks compared to other types of solar installations. Any adverse perception or issues associated with rooftop solar could materially affect its business and results of operations.</li><li>Information relating to the installed capacity, effective installed capacity and capacity utilisation of its manufacturing facilities included in this Red Herring Prospectus are based on certain assumptions and estimates and future production and capacity may vary.</li><li>The company has certain contingent liabilities that have been disclosed in its financial statements, which if they materialize, may adversely affect its results of operations, cash flows and financial condition.</li><li>Compliance with, and changes in, environmental, health and safety laws and regulations or stringent enforcement of existing environmental, health and safety laws and regulations may result in increased liabilities and increased capital expenditures which may adversely affect its business, results of operations and cash flows.</li><li>The company regularly work with hazardous materials and activities in its operation can be dangerous, which could cause injuries to people or property.</li><li>The company operates in a labour-intensive industry and are subject to stringent labour laws and any strike, work stoppage or increased wage demand by its employees or any other kind of disputes with the company employees could adversely affect its business, financial condition, results of operations and cash flows.</li><li>The loss of accreditation for its manufacturing facilities and operations could damage its reputation, business, results of operations and cash flows.</li><li>Inability to meet the quality standard norms prescribed by applicable regulatory authorities in the markets the company sell its products could result in the sales of the company products being banned or suspended or becoming subject to significant compliance costs, which could have a material adverse effect on its business, results of operations and cash flows.</li><li>Its may not be able to continue to enjoy the existing tax benefits available to it, which may adversely affect the company profitability.</li><li>If the company is unable to establish and maintain effective internal controls and compliance system, its business and reputation could be adversely affected.</li><li>The company is exposed to operational risks, including fraud, theft and embezzlement, which may adversely affect its reputation, business, financial condition, results of operations and cash flows.</li><li>Failures to retain its technical knowledge confidential may erode the company competitive position.</li><li>The grant of options under its employee stock option plan (stock settled) may result in a charge to the company profit and loss account and may adversely impact its net income.</li><li>The Company has issued Equity Shares at a price that may be lower than the Offer Price in the last 12 months.</li><li>The Company cannot assure payment of dividends on the Equity Shares in the future.</li><li>Its Promoters and Promoter Group will continue to exercise significant influence over the Company after completion of the Offer.</li><li>Its Promoters, Directors, Key Managerial Personnel and Senior Management are interested in the Company's performance in addition to their remuneration and reimbursement of expenses.</li><li>There are common pursuits between the Company, one of its Directors and Group Company. Since they are engaged in a similar line of business as that of the Company, its may faces competition from them and it may adversely impact its business operations.</li><li>Industry information included in this Red Herring Prospectus has been derived from an industry report commissioned, and paid for, by it for such purpose.</li><li>Damage to and/or malfunction of any of its operating systems or cyber security risks could disrupt its operations and adversely affect the company business, results of operations, financial condition and cash flows.</li><li>An inability to provide adequate customer support and ancillary services may adversely affect its relationship with the company existing and prospective customers, and in turn its business, results of operations, financial condition and cash flows.</li><li>While its business is not seasonal, however, the company business prospects and future financial performance depends on the demand for solar power products. Any decrease in demand for such products could adversely affect its business, results of operations and cash flows.</li><li>The company will not receive any proceeds from the Offer for Sale.</li></ul>

The Issue type of Fujiyama Power Systems Ltd is Book Building.

The minimum application for shares of Fujiyama Power Systems Ltd is 65.

The total shares issue of Fujiyama Power Systems Ltd is 36315789.

Initial public offering of 36,315,789 equity shares of face value of Re. 1/- each (the "equity shares") of Fujiyama Power Systems Limited ("company" or "issuer") for cash at a price of Rs. 228/- per equity share (including a premium of Rs. 227/- per equity share) (the "offer price") aggregating to Rs. 828.00 crores* (the "offer") comprising a fresh issue of 26,315,789 equity shares of face value Re. 1/- each aggregating to Rs. 600.00 crores by the company (the "fresh issue") and an offer for sale of 10,000,000 equity shares of face value Re. 1/- each aggregating to Rs. 228.00 crores (the "offer for sale"), comprising an offer for sale of 5,000,000 equity shares* of face value Re. 1/- each aggregating to Rs. 114.00 crores by Pawan Kumar Garg and 5,000,000 equity shares of face value Re. 1/- each aggregating to Rs. 114.00 crores by Yogesh Dua (collectively, the "promoter selling shareholders"), and such equity shares, the "offered shares"). The offer includes a reservation of 219,298 equity shares* of face value Re. 1/- each, aggregating to Rs. 5.00 crores (constituting 0.07% of the post offer paid-up equity share capital of the company), for subscription by eligible employees (the "employee reservation portion"). The offer less the employee reservation portion is hereinafter referred to as the "net offer". The offer and the net offer shall constitute 11.85% and 11.78%, respectively, of the post-offer paid-up equity share capital of the company.