Airfloa Rail Technology Ltd IPO

The IPO opens on 11 Sept 2025 & closes on 15 Sept 2025.

Airfloa Rail Technology Limited was originally incorporated as Air Flow Equipments (India) Private Limited' a private limited company at Chennai, Tamil Nadu, pursuant to a certificate of incorporation dated December 14, 1998, issued by the Registrar of Companies, Tamil Nadu, Chennai. Thereafter, name of the Company was changed from Air Flow Equipments (India) Private Limited' to Airfloa Rail Technology Private Limited', on August 27, 2024. Thereafter, name of the Company was changed from Airfloa Rail Technology Private Limited' to Airfloa Rail Technology Limited', and a fresh certificate of incorporation to conversion of the company was issued by the Registrar of Companies, Central Processing Centre on November 15, 2024. The Company is engaged in the manufacturing of components which are used in the rolling stock for the Indian Railways through railway production units like Integral Coach Factory (ICF), other coach factories. In addition to manufacturing the rolling stock components, it carries out turnkey interior furnishing projects for Indian Railways. In the aerospace and defence sectors, it manufactures intricate, highly engineered, and vital components. Along with Indian Railways through ICF and other coach factories, it also serve other Rails factories, and global rolling stock OEMs. It has manufactured rolling stock components and implemented turnkey interior furnishing projects for Sri Lankan DEMU and Mainline Export Coaches, Agra-Kanpur Metro Coach, RRTS Coach, Vistadome Coach and Train-18 Vande Bharat Express. The Company was the first in India to supply Aluminium with powder coating to railway coaches in 2004. In 2005, it received first export coach windows order for Angola through Indian railways. It provided the own rail coach design to customers in 2008 and ventured into the Metro Rail Division in 2010; further ventured into coach body building in 2016. It started the Aero sapce division in 2019 and acquired the order for complete turnkey interior furnishing of 97 mainline passenger coaches for Sri Lanka through RITES in 2023. Company launched a fresh issue of 65,07,000 Equity Shares having the face value of Rs 10 each via its initial public offering by raising funds aggregating to Rs 91 Crore in Sep'25.

Airfloa Rail Technology Ltd IPO will close on 15 Sept 2025.

<ul><li>Experienced Promoters having deep domain knowledge to scale up the business.</li><li>In house manufacturing capabilities.</li><li>Long-standing customer base leading to stability in our business operations.</li><li>Management team having established track record.</li><li>Established track record of successfully completed projects.</li><li>Strong order books.</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>Venkatesan Dakshinamoorthy</td> <td>6495996</td> <td>37.2</td> <td>6495996</td> <td>27.1</td> </tr> <tr> <td>2</td> <td>Manikandan Dakshna Moorthy</td> <td>6495999</td> <td>37.2</td> <td>6495999</td> <td>27.1</td> </tr> <tr> <td>3</td> <td>Nandhini Manikandan</td> <td>---</td> <td>---</td> <td>---</td> <td>---</td> </tr> <tr> <td>4</td> <td>Satishkumar Venkatesan</td> <td>---</td> <td>---</td> <td>---</td> <td>---</td> </tr> </tbody> </table>

<ul><li>The company is business and revenues are substantially dependent on Indian Railways. Any adverse change in policy of the Ministry of Railways, GOI "MoR" may lead to its contracts being foreclosed, terminated, restructured or renegotiated, which may have a material effect on the company business and results of operations.</li><li>The company is depend on the entities under Indian Railways for a significant portion of contracts in its order book which are awarded on a tender basis. There is no assurance that its bids will be accepted and future contracts will be awarded to it by Indian Railways. This may result in an adverse effect on the company business growth, financial condition and results of operations.</li><li>Increases in the prices of raw materials required for the company operations could adversely affect its business and results of operations.</li><li>Its Subsidiary company is in a similar line of business as it which may involve conflict of interest, which could adversely impact the company business.</li><li>The Company operations are subject to high working capital requirements. If its are unable to generate sufficient cash flows to allow it to make required payments, there may be an adverse effect on the company results of operations.</li><li>The company Registered Office and one of the Manufacturing facility from where its operate is not owned by it.</li><li>The company has negative cash flows from Operating activities in the past and a consequent net decrease in cash and cash equivalents in some of the recent years.</li><li>The Company has not adequately complied with some of the provisions of Companies Act, 2013. There are certain discrepancies/errors noticed in some of the company corporate records relating to forms filed with the Registrar of Companies and other provisions of Companies Act, 2013. Any penalty or action taken by any regulatory authorities in future, for noncompliance with provisions of corporate and other law could impact the reputation and financial position of the Company to that extent.</li><li>The company has been unable to locate certain of its historical corporate records. The Company was incorporated in 1997 and certain corporate records and documents filed by it with the RoC are not traceable.</li><li>An inability to comply with repayment and other covenants in the financing agreements or otherwise meet its debt servicing obligations could adversely affect the company business, financial condition, cash flows and credit rating.</li><li>One of the company group entity i.e. Airflow Aerospace And Defence India Private Limited is Voluntarily been struck off. </li><li>In the past Directors of the company namely Nandhini Manikandan and Sathishkumar Venkatesan has been directors of the company been directors of the company Emrion Technologies Private Limited which was struck off by ROC on Suo-moto basis.</li><li>Its Order Book may not be representative of the company future results and its actual income may be significantly less than the estimates reflected in the company Order Book, which could adversely affect its results of operations.</li><li>The company is derive a significant portion of its revenues from a limited number of clients. The loss of any significant clients may have an adverse effect on the company business, financial condition, results of operations, and prospect.</li><li>The Company, its Directors and the company Promoter are party to certain legal proceeding. Any adverse decision in such proceedings may have a material adverse effect on the company business, results of operations and financial condition.</li><li>The company require certain approvals and licenses in the ordinary course of business and are required to comply with certain rules and regulations to operate its business, any failure to obtain, retain and renew such approvals and licences or comply with such rules and regulations may adversely affect the company operations.</li><li>Its may be unable to sufficiently obtain, maintain, protect, or enforce the company intellectual property and other proprietary rights.</li><li>The company is depend on a limited number of suppliers for raw materials. Any interruption in the availability of raw materials could adversely impact its operations. Further, any failure by its suppliers to provide raw materials to it on time or at all, or as per the company specifications and quality standards could have an adverse impact on its ability to meet the company manufacturing and delivery schedules.</li><li>The Objects of the Issue for which funds are being raised, are based on the company management estimates and any bank or financial institution or any independent agency has not appraised the same. The deployment of funds in the project is entirely at its discretion, based on the parameters as mentioned in the chapter titles "Objects of the Issue".</li><li>Information relating to capacity utilization of the company manufacturing facilities included in this Red Herring Prospectus is based on various assumptions and estimates. Under-utilization of capacity of its manufacturing facilities and an inability to effectively utilize the company manufacturing facilities may have an adverse effect on its business and future financial performance.</li><li>Delays or defaults in customer payments could adversely affect the company financial condition.</li><li>In addition to normal remuneration, other benefits and reimbursement of expenses some of the its Directors (Promoters) are interested in the Company to the extent of their shareholding and dividend entitlement and rent received from the Company.</li><li>The Company is yet to place orders for the plant and machinery. Any delay in placing orders or procurement of such plant and machinery may delay the schedule of implementation and possibly increase the cost of commissioning the manufacturing unit.</li><li>The company is individual Promoters plays key role in its functioning and the company heavily rely on their knowledge and experience in operating its business and therefore, it is critical for the company business that its Promoter and Executive Directors remain associated with it. the company success also depends upon the services of its key managerial personnel and the company ability to attract and retain key managerial personnel and the company inability to attract them may affect its operations.</li><li>None of the Executive Directors of the Company have experience of being a director of a public listed company.</li><li>The company projects require deployment of labour and depend on availability of labour. In case of unavailability of such labour, its business operations could be affected.</li><li>Its may encounter delays in the implementation and execution of the company orders.</li><li>The company is subject to impact of foreign exchange fluctuation. Any significant movement in foreign exchange rates, could adversely impact the company costs of sourcing raw materials through imports, which in turn could adversely impact in the company operations.</li><li>The average cost of acquisition of Equity Shares by the company Promoters is lower than the Issue Price.</li><li>There have been certain instances of delays in payment of statutory dues by the Company in the past. Any delay in payment of statutory dues by the Company in future, may result in the imposition of penalties and in turn may have an adverse effect on the Company's business, financial condition, results of operation and cash flows.</li><li>The company is completely reliant on third-party logistics service providers for transport of input materials and finished products.</li><li>The Company has taken short term unsecured loans that may be recalled by the lenders at any time.</li><li>The company is contingent liabilities as stated in its Restated Financial Statements could adversely affect the company financial condition.</li><li>The company has in the past entered into related party transactions and may continue to do so in the future.</li><li>The company ability to pay any dividends will depend upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures.</li><li>Pursuant to Section 27 of the Companies Act 2013, any variation in the objects would require a special resolution of the Shareholders and the company Promoters or controlling Shareholders will be required to provide an exit opportunity to the Shareholders of the Company who do not agree to such proposal to vary the objects, in such manner as may be prescribed in future by the SEBI.</li><li>The company has issued Equity Shares during the last one year at a price that may be below the Issue Price.</li><li>The requirements of being a public listed company may strain the company resources and impose additional requirements.</li><li>The company insurance coverage may not be adequate to protect it against all potential losses to which its may be subject and this may have a material effect on the company business and financial condition.</li><li>Changes in technology may affect its business by making the company manufacturing facilities or equipment less competitive.</li><li>The company face competition from both domestic as well as international players and its inability to compete effectively may have a material adverse impact on the company business and results of operations.</li><li>The company will continue to be controlled by its Promoter and Promoter Group after the completion of the Issue, which will allow them to influence the outcome of matters submitted for approval of the company shareholders.</li><li>The company inability to effectively implement its business and growth strategy may have an adverse effect on the company operation and growth.</li><li>The company has not commissioned an industry report for the disclosures made in the chapter titled "Industry Overview" and made disclosures on the basis of the data available from the online source.</li></ul>

The Issue type of Airfloa Rail Technology Ltd is Book Building - SME.

The minimum application for shares of Airfloa Rail Technology Ltd is 2000.

The total shares issue of Airfloa Rail Technology Ltd is 6507000.

Initial public offer of up to 65,07,000 equity shares of face value Rs. 10/- each (the "Equity Shares") of Airfloa Rail Technology Limited ("the Company" or the "Issuer") for cash at an issue price of Rs. 140 per equity share (including a securities premium of Rs. 130 per equity share) ("Issue Price"), aggregating up to Rs. 91.10 crores (the "Issue") of which 3,26,000 equity shares aggregating to Rs. 4.56 crores will be reserved for subscription by market maker ("Market Maker Reservation Portion"). The issue less the market maker reservation portion i.e. issue of 61,81,000 equity shares of face value of Rs. 10/- each at an issue price of Rs. 140 per equity share aggregating upto Rs. 86.53 crores is hereinafter referred to as the "Net Issue". The issue and the net issue will constitute 27.15 % and 25.79 % respectively of the post-issue paid-up equity share capital of the company.