KSH International Ltd IPO

The IPO opens on 16 Dec 2025 & closes on 18 Dec 2025.

KSH International Ltd IPO will close on 18 Dec 2025.

<ul><li>We are one of the leading manufacturers of magnet winding wires in India with a comprehensive suite of products used across multiple end use industries.</li><li>We have large, strategically located, manufacturing facilities with focus on advanced technologies and new product and process development.</li><li>We have long standing relationships with our diversified customer base both domestically as well as globally.</li><li>We have a proven track record necessary certifications and accreditations in an industry which has high barriers to entry.</li><li>We have a track record of financial performance and consistent growth.</li><li>We have experienced Promoters and Senior Management team.</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>Kushal Subbayya Hegde</td> <td>26704570</td> <td>47</td> <td>22725404</td> <td>33.54</td> </tr> <tr> <td>2</td> <td>Pushpa Kushal Hegde</td> <td>7386270</td> <td>13</td> <td>6287312</td> <td>9.28</td> </tr> <tr> <td>3</td> <td>Rajesh Kushal Hegde</td> <td>10907771</td> <td>19.2</td> <td>9670792</td> <td>14.27</td> </tr> <tr> <td>4</td> <td>Rohit Kushal Hegde</td> <td>10907771</td> <td>19.2</td> <td>9670792</td> <td>14.27</td> </tr> <tr> <td>5</td> <td>Rakhi Girija Shetty</td> <td>100</td> <td>---</td> <td>100</td> <td>---</td> </tr> <tr> <td>6</td> <td>Dhaulagiri Family Trust</td> <td>10</td> <td>---</td> <td>10</td> <td>---</td> </tr> <tr> <td>7</td> <td> Everest Family Trust</td> <td>10</td> <td>---</td> <td>10</td> <td>---</td> </tr> <tr> <td>8</td> <td>Makalu Family Trust</td> <td>10</td> <td>---</td> <td>10</td> <td>---</td> </tr> <tr> <td>9</td> <td> Broad Family Trust</td> <td>10</td> <td>---</td> <td>10</td> <td>---</td> </tr> <tr> <td>10</td> <td>Annapurna Family Trust</td> <td>10</td> <td>---</td> <td>10</td> <td>---</td> </tr> <tr> <td>11</td> <td>Kanchenjunga Family Trust</td> <td>10</td> <td>---</td> <td>10</td> <td>---</td> </tr> <tr> <td>12</td> <td>Maithili Rajesh Hegde</td> <td>100</td> <td>---</td> <td>100</td> <td>---</td> </tr> <tr> <td>13</td> <td>Katyayani Balasubramanian</td> <td>100</td> <td>---</td> <td>100</td> <td>---</td> </tr> </tbody> </table>

<ul><li>We depend on certain customers for a significant portion of our revenue from operations. Our top 10 customers contributed to 53.97%, 52.54%, 57.10% and 58.99% of our revenue from operations for the three-month period ended June 30, 2025, and Fiscals 2025, 2024 and 2023, respectively. Any decrease in demand from such customers, the loss of such customers or our inability to diversify our customer base could have an adverse effect on our business, results of operations, financial condition and cash flows.</li><li>Our business is dependent on suppliers to procure our raw materials (top 10 suppliers contributed to 98.91%, 98.45%, 96.93% and 98.58% of our total cost of raw materials and components purchased for the three-month period ended June 30, 2025, and Fiscals 2025, 2024, and 2023, respectively). We have not entered into long-term agreements with these suppliers, and any loss of suppliers or interruptions in the timely delivery of raw materials or volatility in their prices could have an adverse impact on our business, financial condition, cash flows and results of operations.</li><li>Any shortfall in the supply or availability of raw materials including aluminium or copper, which are our primary raw materials (and copper also being our principal raw material), or insulating materials, such as enamel and paper, or an increase in our such material costs, or other input costs, may adversely affect the pricing and supply of our products and have an adverse effect on our business, results of operations and financial condition.</li><li>A significant portion of our revenue from operations i.e. 71.73%, 74.79%, 75.17% and 79.08% of our operating revenue for the three-month period ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively is attributable to the power sector (generation, transmission and distribution) industry ("Power Sector"). Any economic cyclicality coupled with reduced demand or negative trend in the Power Sector industry or other industries that we operate in, could adversely affect our business, results of operations and financial condition.</li><li>We derive a substantial portion of our revenue (more than 70% in each of the three-month period ended June 30, 2025, and Fiscals 2025, 2024 and 2023) from the sale of specialized magnet winding wires. Any reduction in demand for our key products would have a material adverse effect on our business, financial condition, results of operations and cash flows.</li><li>We have not yet placed orders in relation to the capital expenditure to be incurred for certain of our proposed objects of the Offer. In the event of any delay in placing the orders, or in the event the vendors are not able to provide the requisite equipment in a timely manner, or at all, the same may result in time and cost over-runs.</li><li>Our operations are significantly dependent on our manufacturing facilities. Any unscheduled, unplanned or prolonged disruption, slowdown or shutdown of our manufacturing facilities could have a material adverse effect on our business, financial condition, cash flows and results of operations.</li><li>We have encountered delays in the past and may encounter delays or time cost overruns in the completion of the construction of our manufacturing facility at Supa, Ahilyanagar (formerly Ahmednagar) in Maharashtra, which may adversely affect our business, result of operations, financial condition and cash flows.</li><li>We are subject to strict quality requirements and any product defect issues or failure by us or our raw material suppliers to comply with quality standards may lead to the cancellation of existing and future orders, recalls or exposure to potential product liability claims.</li><li>We export our products to various countries and our revenue from outside India represented 30.75%, 33.20%, 39.15% and 43.93% of our sale of products for the three-month period ended June 30, 2025, and Fiscals 2025, 2024 and 2023, respectively. Any adverse events affecting these countries or changes in laws and duties in relation to exports could have an adverse impact on our business, revenue operations, financial condition and cash flows.</li><li>We have experienced negative cash flows from operating activities in the past. Any negative cash flows in the future would adversely affect our cash flow requirements, which may adversely affect our ability to operate our business and implement our growth plans, thereby affecting our financial condition.</li><li>If we fail to comply with the applicable regulations and rules prescribed by the Government of India and the relevant statutory or regulatory bodies or fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required for our business, our results of operations and cash flows may be adversely affected.</li><li>We are unable to trace some of our historical corporate records including in relation to certain allotments made by our Company. Further, certain corporate records have errors, and certain corporate filings have been made with delays. We cannot assure you that no legal proceedings or regulatory actions will be initiated against our Company in the future in relation to these matters, which may impact our financial condition and reputation.</li><li>Certain sections of this Red Herring Prospectus contain information from the CARE Report which has been commissioned by us and any reliance on such information for making an investment decision in this Offer is subject to inherent risks.</li><li>We operate in a competitive business environment. Failure to compete effectively against our competitors and new entrants to the industry may adversely affect our business, financial condition and results of operations.</li><li>Any failure in arranging adequate working capital for our operations or furnishing performance bank guarantees may adversely affect our business, results of operations, cash flows and financial condition.</li><li>Our Company is involved in certain outstanding legal and regulatory proceedings. Any adverse decision in such proceedings may have an adverse effect on our business, financial condition, cash flows and results of operations.</li><li>Under-utilization of our manufacturing capacities and an inability to effectively utilize our manufacturing capacities could have an adverse effect on our business, future prospects and future financial performance.</li><li>Our manufacturing facilities are located in Maharashtra, India, which exposes our operations to potential geographical concentration risks arising from local and regional factors which may adversely affect our operations and in turn our business, results of operations and cash flows.</li><li>We have incurred indebtedness and are subject to certain restrictive covenants under the terms of our financing agreements, which may limit our ability to seek additional financing or undertake certain business actions. Any inability to comply with repayment obligations and/or other covenants in our financing agreements could adversely affect our business and financial condition.</li><li>The loss of certain independent certification and accreditation of our products and the manufacturing practices that we have adopted could harm our business.</li><li>There have been certain instances of delays in payment of statutory dues by us in the past. Any delay in payment of statutory dues by us in future, may result in the imposition of penalties and in turn may have an adverse effect on our business, financial condition, results of operation and cash flows.</li><li>Our operations involve activities and materials which are hazardous in nature and could result in a suspension of operations, injury to our personnel, emission of pollutants and/or the imposition of civil or criminal liabilities which could adversely affect our business, results of operations, cash flow and financial condition.</li><li>We have substantial requirements for power and fuel for our manufacturing facilities and any disruption in the supply or increase in tariff may adversely affect our business, results of operations, and financial condition.</li><li>We are subject to counterparty credit risk and any delay in receiving payments or non-receipt of payments from our customers could have an adverse effect on our business, results of operations, financial condition and cash flows.</li><li>Our operations are dependent on our new product and process development, thus our inability to introduce new products and processes and respond to changing customer preferences in a timely and effective manner, may have an adverse effect on our business, results of operations and financial condition.</li><li>Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit ratings or a poor rating may restrict our access to capital and thereby adversely affect our business, financial conditions, cash flows and results of operations.</li><li>Exchange rate fluctuations may adversely affect our business, financial conditions, cash flows and results of operations.</li><li>Fraud, employee misconduct or similar incidents may adversely affect our results of operations and cash flows.</li><li>Some of our manufacturing facilities and our Corporate Office are leased by us. In the event we lose or are unable to renew such leasehold rights, our business, financial condition and results of operations may be adversely affected.</li><li>We have not made any alternate arrangements for meeting our capital requirements for the Objects of the Offer. Any shortfall in raising / meeting the same could adversely affect our growth plans, operations and financial performance.</li><li>A portion of the Net Proceeds may be utilised for repayment or prepayment of certain loan facilities availed by our Company.</li><li>Our failure to keep our technical knowledge confidential could erode our competitive advantage.</li><li>Our Company has availed unsecured loans from financial institutions which may be recalled on demand.</li><li>We depend on our Individual Promoters, Senior Management, Key Management Personnel and qualified and skilled personnel with technical expertise, and if we are unable to recruit and retain senior management, qualified and skilled personnel, our business and our ability to operate or grow our business maybe adversely affected.</li><li>Apart from two of our Directors, none of our Directors have any prior experience of directorships in listed companies. Post listing of the Equity Shares on the Stock Exchanges, our Company will be subject to the applicable regulatory requirements of a listed company, including regulations prescribed under SEBI Listing Regulations and the Companies Act. Any non-compliance with the regulatory requirements, due to lack of experience or otherwise, may subject us to adverse regulatory actions.</li><li>We currently avail benefits under certain Government incentive schemes. Cancellation or our inability to meet the conditions under such schemes may result in adversely affect our business operations, cash flows, results of operations and financial condition.</li><li>We may be unable to adequately protect intellectual property that we use and may be subject to risks of infringement claims.</li><li>Our insurance coverage may not be sufficient or adequate to protect us against all material hazards, which may adversely affect our business, results of operations, financial condition and cash flows.</li><li>We have certain contingent liabilities that have not been provided for in our financial statements, which if they materialise, may adversely affect our financial condition.</li><li>Our Promoters and certain of our Directors are interested in our Company in addition to their remuneration and reimbursement of expenses.</li><li>We have entered into, and will continue to enter into, related party transactions that may involve conflicts of interest.</li><li>Our Promoters and members of our Promoter Group will continue to hold a significant equity stake in our Company after the Offer and their interests may differ from those of the other shareholders.</li><li>Technological failures could disrupt our operations and adversely affect our business operations and financial performance.</li><li>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.</li><li>We may be susceptible to liabilities arising from violation of applicable anti-bribery and anti-corruption laws.</li><li>Our ability to pay dividends in the future will depend on our future cash flows, working capital requirements, capital expenditures and financial condition.</li><li>The disclosures related to the educational qualifications of certain of our Promoters in this Red Herring Prospectus are based on declarations, affidavits, and undertakings furnished by them.</li><li>Our Company will not receive any proceeds from the Offer for Sale. Our Promoter Selling Shareholders will receive the proceeds from the Offer for Sale.</li></ul>

The Issue type of KSH International Ltd is Book Building.

The minimum application for shares of KSH International Ltd is 39.

The total shares issue of KSH International Ltd is 18489583.

Initial public offering of up to [*] equity shares of face value of Rs. 5/- each ("Equity Shares") of KSH International Limited ("Company" or "Issuer") for cash at a price of Rs. [*] per equity share (Including a Share Premium of Rs. [*] per Equity Share) ("Offer Price") Aggregating up to Rs.710.00 crores (the "Offer") comprising a fresh issue of up to [*] equity shares of face value of Rs. 5/- each aggregating up to Rs. 420.00 crores ("Fresh Issue") and an offer for sale of up to [*] equity shares of face value of Rs. 5 each ("Offered Shares") aggregating up to Rs. 290.00 crores, comprising up to [*] equity shares of face value of Rs. 5/- each by Kushal Subbayya Hegde aggregating up to Rs. 152.80 crores, up to [*] equity shares of face value of Rs. 5/- each by Pushpa Kushal Hegde aggregating up to Rs. 42.20 crores, up to [*] equity shares of face value of Rs. 5/- each by Rajesh Kushal Hegde aggregating up to Rs. 47.5 crores and up to [*] equity shares of face value of Rs. 5/- each by Rohit Kushal Hegde aggregating up to Rs. 47.5 crores (Collectively, "Promoter Selling Shareholders" and such offer for sale of equity shares of face value of Rs. 5/- each by the promoter selling shareholders, the "Offer for Sale"). The offer shall constitute [*] % of the post-offer paid up equity share capital of the company. Price Band: Rs. 365/- to Rs. 384/- for equity share of face value of Rs. 5 each. The floor price is 1825 times times the face value and cap price is 1920 times of the face value of the equity shares. Bids can made for a minimum of 39 equity shares and in multiples of 39 equity shares thereafter.