01Executive summary
Adiance is two businesses in one wrapper. The engine that produced FY25's profits is VMukti Solutions (61.3% owned), which streams and monitors CCTV feeds for the Election Commission and state governments. The growth story being marketed is ArcisAI — in-house designed, BIS-ER/STQC-certified edge-AI cameras built on non-Chinese chipsets, plus a white-label OEM/ODM offer aimed at export markets.
What works
- Revenue grew ~2.5x to ₹131 Cr in FY25; EBITDA margin rose to ~23% (from ~13%).
- VMukti has a real government track record: 142,000+ camera feeds across 65,000+ booths in Lok Sabha 2024, with PSU partners (BSNL, TCIL, BECIL, NICSI).
- Policy tailwind: STQC/BIS-ER rules for CCTV push buyers toward certified, non-Chinese-SoC suppliers — exactly Adiance's pitch.
- Cash-generative in FY25 (₹32 Cr operating cash flow), low debt (D/E ~0.25), net cash.
- Full stack: camera + NVR + STQC-certified cloud VMS + app + GenAI search — scope for recurring SaaS revenue.
What to worry about
- Revenue is lumpy and election-driven: FY25 contained Lok Sabha 2024 plus several state polls. FY26 numbers are not yet public.
- Camera manufacturing is still tiny: goods sales were only ₹12.3 Cr in FY25, and foreign-exchange earnings were nil despite the export pitch.
- ~38.7% of VMukti's profit goes to minority holders; promoter family members appear to hold part of VMukti directly.
- Director pay jumped to ₹6.6 Cr (≈58% of attributable PAT). Board is 3 promoter executives, no independents.
- Auditor CARO remarks on both entities; audit-trail feature not enabled in accounting software.
02Group structure & the VMukti relationship
Both companies are run by the Sanghvi family of Ahmedabad and share the same office (House No. 7, Arista@Eight Corporate House, Bodakdev). VMukti was founded in 2007 by Hardik Sanghvi; Adiance (founded 2003) acquired control of it during FY24, when the group also did a bonus issue (Oct 2023) and a ₹14.57 Cr private placement at ₹1,072/share (Nov 2023).
Other shareholders 9.72% (incl. 2023 placement)
FY25 turnover ₹118.9 Cr · PAT ₹16.1 Cr
How the two companies work together
VMukti = software + projects
Owns the cloud video platform (VMS, ICCC dashboards, live streaming, 26+ AI analytics models). Bids for and executes government webcasting/surveillance projects and enterprise deployments. Books ~₹119 Cr of the group's ₹131 Cr revenue.
Adiance = hardware
Designs and assembles cameras, NVRs and the Arcis Bridge device. Sells ArcisAI products through channel partners and to enterprises, and offers OEM/ODM/white-label manufacturing. FY25 standalone income ₹18.3 Cr, PAT ₹3.1 Cr.
The loop
Adiance-made, STQC-certified cameras can be deployed in VMukti's projects, and VMukti's cloud is white-labelled as the ArcisAI VMS. This vertical integration is the core strategic logic — and also the main related-party area to diligence.
Estimate method for direct family holdings in VMukti: dividends paid to Jyoti, Hemendra and Khushboo Sanghvi in Note 27 exceed what their Adiance shares (₹4/share) explain; the excess at VMukti's ₹8/share dividend implies ~1.67 lakh VMukti shares (~17%). Treat as indicative; confirm with the company.
03Does VMukti sell cameras to government, or only services?
Only services. VMukti's FY25 standalone accounts show no revenue from selling cameras. It earns money by running surveillance and live-streaming services for government projects. The cameras are bought from Adiance, kept on VMukti's own books as equipment and depreciated, not sold to the customer.
Revenue from services in FY25 (FY24: ₹53.0 Cr). Labelled "Information Technology Software Services: Surveillance and Live Streaming Solutions".
Revenue from sale of products in FY25. FY24 had just ₹7.8 lakh. Other operating revenue: ₹8.4 lakh.
Services share of revenue from operations. The revenue policy itself only covers service income, recognised "when the related services are performed".
Where the cameras go: onto VMukti's balance sheet
| ₹ Cr, VMukti standalone | FY25 | FY24 |
|---|---|---|
| Additions to plant & equipment | 4.75 | 6.14 |
| Tangible assets bought from Adiance (related party) | 4.63 | 5.62 |
| Share of P&E additions sourced from Adiance | ~97% | ~91% |
| Depreciation on plant & equipment | 6.31 | 1.17 |
| Closing net block, plant & equipment | 4.17 | 5.74 |
Cameras are depreciated over a 3-year life (written-down value method). So VMukti uses them as working tools across successive projects, much like a rental or "camera-as-a-service" fleet. That is also why depreciation jumped more than 5x in FY25.
What the ₹75.3 Cr of project costs were spent on
Project costs are shown under "Other expenses" in the filing. "Opening WIP + stock used" is FY24's closing inventory of ₹4.50 Cr plus ₹5.82 Cr of unfinished project work, both fully used up in FY25 (closing balance nil). Remaining small heads (travel, transport, equipment rent, subscriptions, repairs, exhibitions) total about ₹2.4 Cr.
The cost base looks like a field-service and streaming operation, not a hardware reseller. Webcasting, mobile data, field technicians and servers make up most of the spend, while hardware and goods purchased are under ₹1 Cr combined.
What this means for an Adiance investor
- The profit engine is a services business. FY25 PBT ₹21.6 Cr on ₹118.9 Cr revenue (~18% margin), PAT ₹16.1 Cr. It depends on how many projects are running, especially elections, not on camera volumes.
- Some of Adiance's "camera sales" are to its own subsidiary. Adiance sold ₹4.6 Cr of assets to VMukti in FY25. That is roughly a quarter of Adiance's ₹18.3 Cr standalone income. It is eliminated in the consolidated numbers, so the true outside demand for ArcisAI hardware is smaller than the standalone figure suggests.
- Hardware is capital tied up in projects. A 3-year camera life means VMukti must keep re-investing to stay at the same scale. Free cash flow will be lower than PAT in years with many new deployments.
- Customers are government and PSU channels. The Directors' Report cites 50+ government projects, 100,000+ cameras managed, NICSI empanelment for VSaaS, and work with ITI, BSNL and TCIL. Foreign exchange earnings: nil.
Source: VMukti Solutions Pvt. Ltd. standalone financial statements, FY2024-25 (MCA filing): statement of profit and loss, notes on revenue, project costs, property plant & equipment, related-party transactions and accounting policies. Amounts converted from ₹ lakh to ₹ crore.
04Business model — four revenue engines
FY25 consolidated revenue from operations: ₹131.2 Cr.
Election & government webcasting (B2G)
Live streaming of polling booths, EVM strong-rooms, counting centres and flying-squad vehicles for the Election Commission and state CEOs, usually through PSU system integrators. Highly seasonal: costs in FY25 were dominated by "Election/Project expenses" of ₹64.9 Cr. VMukti's own accounts label the largest piece, ₹44.65 Cr, as webcasting expenses (see section 03).
Enterprise & smart-city surveillance (B2B / B2G)
Cloud VMS, ICCC command centres and AI analytics for banking, education (exam monitoring), healthcare, retail, manufacturing, oil & gas and smart cities. VMukti claims 900+ enterprise deployments.
ArcisAI cameras & devices (B2B / B2C / D2C)
S-Series edge-AI cameras, budget Eco-Series (launched July 2026), NVRs, Wi-Fi "baby PTZ" consumer cameras, Arcis Bridge (connects any ONVIF camera to the cloud). Sold through distributors and integrators, plus direct online.
OEM / ODM / white-label + SaaS
Pitches global distributors, telecoms and brands (US, UK, EU, GCC, ANZ): NDAA-compliant cameras plus a fully white-labelled cloud VMS and app, MOQ 100 units, 8–12 weeks to branded production. Management targets ~25% of revenue from subscriptions in 2–3 years. FY25 forex earnings: nil.
Management's stated roadmap (FY25 Directors' Report)
- Pivot from trading to manufacturing — current capacity stated at 1.2 million devices/year; land acquired for a new plant targeting ~10 million devices/year.
- Product ladder over 2–3 years: 3MP retail/SOHO → 5–8MP edge-AI (SME/corporate/govt) → 4K edge-GenAI (defence, high-end). Adding dashcams and body-worn cameras; later robots, humanoids and drones.
- Go-to-market: distribution-led sales, PSU and Master System Integrator empanelments.
- Ambition: top-5 CCTV manufacturer in India in 5–7 years; "preparing for a potential IPO".
05How Adiance makes a CCTV camera
Adiance positions itself as a design-and-manufacture house rather than a box-relabeller. Based on company disclosures, the flow looks like this:
06Who they supply to
| Segment | Who | What they buy | Channel | Weight today |
|---|---|---|---|---|
| Government – elections | Election Commission, state Chief Electoral Officers | Booth webcasting, strong-room & counting-centre CCTV, mobile squad units | Via PSUs/MSIs: BSNL, TCIL, BECIL, NICSI | Dominant |
| Government – other | Smart cities, ICCC projects, police/public safety, transport | Cameras, cloud VMS, command-centre software, AI analytics | Tenders, system integrators | Growing |
| Enterprise (B2B) | Banks/ATMs, universities & exam bodies, hospitals, retail, factories, warehouses, oil & gas | Edge-AI cameras, multi-site cloud monitoring | Direct + integrators | Growing |
| Consumer (B2C/D2C) | Homes, SOHO, small shops | Eco-Series 3–5MP, Wi-Fi baby PTZ | Distributors, dealers, online | Small |
| OEM / white-label export | Overseas distributors, integrators, telecoms, brands | NDAA-compliant cameras + white-label VMS/app | Direct B2B | Not yet material |
The company does not disclose customer concentration. Given that services revenue is ~91% of the total and largely election-linked, concentration in a handful of government/PSU counterparties is likely high.
07Financials (FY25 audited, consolidated)
| ₹ Crore | FY24 | FY25 | Change |
|---|---|---|---|
| Revenue from operations | 52.9 | 131.2 | +148% |
| of which services | 52.8 | 118.9 | +125% |
| of which sale of goods | – | 12.3 | new |
| Surveillance project costs | 45.2 | 71.2 | +57% |
| Employee cost (incl. directors) | 4.5 | 12.4 | +174% |
| EBITDA (ex other income) | 7.1 | 29.8 | +321% |
| EBITDA margin | 13.4% | 22.7% | +930 bps |
| Depreciation | 1.7 | 7.1 | |
| Profit before tax | 5.1 | 23.8 | +367% |
| Profit after tax (group) | 3.3 | 17.5 | +429% |
| Less: minority interest (VMukti 38.7%) | 1.7 | 6.2 | |
| PAT attributable to Adiance | 1.6 | 11.3 | +604% |
| EPS (₹) | 11.49 | 80.92 |
Balance sheet, 31 Mar 2025
| Shareholders' funds | ₹34.2 Cr |
| Minority interest | ₹12.7 Cr |
| Total borrowings | ₹8.6 Cr |
| Cash, FDs & bank balances | ₹23.2 Cr (₹8.7 Cr lien-marked) |
| Net fixed assets | ₹18.7 Cr (₹5.7 Cr in FY24) |
| Trade receivables | ₹16.3 Cr (~45 days) |
| Bank guarantees outstanding | ₹4.3 Cr |
Cash flow FY25
FY25 capex added ₹4.2 Cr of freehold land and ₹9.9 Cr of buildings, "jointly owned" by the group companies. Part of OCF came from releasing inventory (₹10.2 Cr) as election-project WIP was billed.
Ratios that matter
ROE ~39%
On attributable PAT and average equity — strong, but flattered by a peak election year.
Director pay ₹6.6 Cr
Up from ₹1.2 Cr; Hardik and Kushal Sanghvi ~₹3.2 Cr each incl. variable incentive (₹3.05 Cr still payable at year-end).
Dividend ₹4/share
Two interims of ₹2 (FY25), ~₹0.54 Cr total; payout ~5% of attributable PAT.
08Adiance vs CP Plus (Aditya Infotech) — the listed benchmark
Aditya Infotech, owner of the CP PLUS brand, listed in August 2025 (IPO ₹675, listed ~₹1,015) and has since re-rated sharply on strong growth. It is the natural comparison — but the two businesses are very different animals.
Scale
| Dimension | Adiance group | CP Plus / Aditya Infotech |
|---|---|---|
| Core model | Project & services-led (election webcasting, cloud VMS); hardware is new | Mass-market hardware brand sold through a huge distribution channel |
| Revenue mix | ~91% services, ~9% goods | Almost entirely products; CP PLUS brand ~87% of revenue (Q1 FY27) |
| Reach | Government/PSU projects, enterprise, nascent dealer network | 550+ cities, 3,232 customers (FY25), large dealer/SI network, 69 Galaxy stores |
| Market share | Not meaningful in hardware yet | ~20.8% of Indian video surveillance (FY25), market leader |
| Manufacturing | Own facility in Gujarat, stated 1.2M devices/yr; plan for ~10M | Kadapa (AP) plant via AIL Dixon (now 100% subsidiary); multi-million units/yr |
| Supply-chain story | Non-Chinese SoCs (Qualcomm, Ambarella, Novatek, Sigmastar); NDAA §889 pitch for exports | Indian brand with local manufacturing; also distributes Dahua-branded products |
| Software / SaaS | Own STQC-certified cloud VMS, GenAI video search, white-label app — a genuine differentiator | App/cloud cameras and AI analytics as part of the product range; primarily a hardware player |
| Cyclicality | High — tied to the election calendar | Lower — broad-based consumer/enterprise demand, H2-weighted |
| Margins | EBITDA ~23% (FY25) | FY27 guidance: EBITDA 14–15%, PAT 8.5–9.5% |
| Growth | +148% (FY25, election-boosted) | FY26 +35.6%; Q1 FY27 +89.5% to ₹1,402 Cr; FY27 guidance ₹6,000–6,500 Cr |
| Profit | ₹11.3 Cr attributable (FY25) | ~₹368 Cr (FY26); ₹142 Cr in Q1 FY27 alone |
| Valuation | ~42x P/E (attributable FY25) at ₹3,400 | ~78x trailing P/E (Sep 2026) |
| Governance | Private co.; 3 promoter directors, no independents | Listed; promoters ~74.7%; SEBI disclosure regime. Placed under NSE ASM in Sep 2026. |
09Valuation at ₹3,400
| Metric | Value | Comment |
|---|---|---|
| Market cap | ₹475 Cr | ₹3,400 × 13,95,950 shares |
| P/E on attributable EPS (₹80.92) | 42.0x | The right basis — excludes VMukti's minority share |
| P/E on group PAT incl. minority (₹125/share) | 27.1x | Headline figure on some screeners; overstates earnings owned by Adiance holders |
| P/B (attributable book ₹245/share) | ~13.9x | Asset-light services profits |
| Last primary issue | ₹1,072 | Nov 2023 placement (₹14.57 Cr); current price ~3.2x that |
| Indicative price trend | +51% in 6M | From ~₹2,250 earlier this year; likely riding CP Plus re-rating |
Sensitivity: if FY26 (a lighter election year) earnings fell back to, say, half of FY25, the effective P/E at ₹3,400 would be ~84x — above CP Plus's multiple for a much smaller, more cyclical business. If instead ArcisAI hardware and enterprise SaaS offset the election dip, today's price looks reasonable for an IPO candidate. FY26 audited results are the single most important data point — they should be available around now (FY25's report was signed 4 Sep 2025).
Illustrative arithmetic only; not a forecast. Unlisted shares carry liquidity risk and a 6-month post-listing lock-in for pre-IPO buyers.
10Key risks & diligence flags
Business risks
- Election cyclicality — revenue can swing sharply year to year.
- Customer concentration in government/PSU counterparties; payment cycles and tender risk.
- Execution on a 1.2M → 10M device plant and a sprawling roadmap (dashcams to humanoids and drones).
- Competition from CP Plus, Prama Hikvision, Sparsh, Matrix and others in the same STQC-compliant space.
- Litigation — a customer civil suit over a project; ₹20 lakh provision made.
Governance & reporting flags
- CARO remarks: auditor lists adverse/qualified remarks for Adiance (para 3(vii)(a), statutory dues) and VMukti (paras 3(i)(b), 3(ii)(b), 3(vii)(a) — asset verification, bank stock statements, statutory dues).
- Audit trail (edit log) not enabled in accounting software for FY25; the Directors' Report wording on this contradicts the auditor.
- Minor inconsistencies: FY24 consolidated figures differ slightly between the Directors' Report and the accounts; Note 1 says accounts approved 30 Sep 2025 while they are signed 4 Sep 2025.
- Related-party intensity: family loans, director remuneration, jointly owned building, family stakes in the subsidiary.
- Board: no independent directors yet — must change before any IPO.
11Questions to put to management
- What were FY26 revenue and PAT, and how much of each came from election projects vs enterprise vs ArcisAI hardware?
- Do VMukti's government contracts include the camera hardware inside a service fee (rental / opex model)? Who owns the cameras when a project ends, and how many are redeployed?
- What price does Adiance charge VMukti for cameras (₹4.6 Cr in FY25), and how does that compare with ArcisAI's third-party pricing?
- Who owns the remaining 38.7% of VMukti? Any plan to merge VMukti into Adiance or buy out minorities before an IPO?
- Top-5 customer concentration and receivable ageing from government/PSU clients.
- Actual units produced and capacity utilisation at the camera plant; share of output used in group projects vs sold externally.
- Any export orders signed under the NDAA/white-label offer since FY25 nil forex earnings?
- Recurring SaaS revenue today (ARR) vs the 25%-of-revenue target.
- Capex plan and funding for the 10M-unit plant; any fresh equity planned (dilution) and at what valuation?
- Basis of the ₹6.6 Cr director variable incentive; policy going forward.
- Status of CARO issues and audit-trail implementation in FY26.
- IPO timeline, intended exchange (main board vs SME) and merchant banker.
12Sources
- Adiance Technologies Pvt. Ltd. — Annual Report FY2024-25 (Directors' Report, AOC-1, AOC-2, audited consolidated financial statements, auditor's report by Mukesh M. Shah & Co., dated 4 Sep 2025).
- adiance.com — products, manufacturing, certifications, OEM/ODM offer.
- UnlistedZone — Adiance Technologies — indicative price, shareholding, capital history.
- VMukti — election surveillance deployment (Lok Sabha 2024); VMukti — about.
- Tribune/PTI — ArcisAI Eco Series launch (Jul 2026).
- Upstox — Aditya Infotech IPO; 5paisa — listing & FY25 financials.
- FY26 results & FY27 guidance; Q1 FY27 results; Q1 FY27 earnings call transcript (NSE).
- Aditya Infotech share price & market cap (17 Sep 2026); NSE ASM / QIP coverage.