Aditya Infotech to buy 30% KGraph stake for Rs 45.38859936 crore

Aditya Infotech Limited will pay Rs 45.38859936 crore in cash for a 30.00% fully diluted stake in KGraph AI Solutions Private Limited, aiming to integrate KGraph’s AI-based video analytics with CP PLUS surveillance products. The deal covers 5,798 securities and is expected to close within 30 days after execution of the share subscription and shareholders’ agreement.

What is Aditya Infotech buying from KGraph?

Aditya Infotech is buying a 30.00% interest in KGraph on a fully diluted basis, after completion of the transaction and creation of an employee stock option pool. The interest comprises 5,798 securities out of 19,325 securities: 1,031 equity shares, 515 Series 1 compulsorily convertible preference shares and 4,252 Series 2 compulsorily convertible preference shares.

The consideration is Rs 45.38859936 crore in cash, rather than a share swap. Aditya Infotech said the aggregate price was arrived at using a valuation report received from a registered valuer, while the filing lists no governmental or regulatory approval requirement for the transaction.

The disclosed 30.00% holding is not a majority stake, and the announcement does not state that Aditya Infotech will obtain control of KGraph. Instead, Aditya Infotech describes the arrangement as a strategic investment to establish commercial and technology collaboration between the two companies.

Why is Aditya Infotech investing in KGraph?

Aditya Infotech is investing to integrate KGraph’s AI-based video-analytics solutions with video-surveillance products marketed under its CP PLUS brand. The filing classifies KGraph in information technology and artificial intelligence, and says its business is complementary to Aditya Infotech’s main line of business rather than outside it.

KGraph develops and sells AI-powered software for compliance, automation, safety, monitoring and regulatory reporting across industrial and commercial sectors. Its principal product is BLUE, an enterprise video-analytics platform, which is the identified software capability that Aditya Infotech plans to link with CP PLUS products.

The announcement does not specify a CP PLUS product launch date, product configuration, customer group, pricing structure or revenue target for the proposed integration. It also does not state whether BLUE will be offered as software, embedded in surveillance hardware, or sold as part of a bundled service.

Aditya Infotech’s accompanying financial-results note describes its main business as manufacturing and assembly of security and surveillance equipment and related activities. That stated business scope places the planned integration of BLUE with CP PLUS surveillance products within the company’s existing operating line.

How has KGraph’s turnover changed?

KGraph reported audited turnover of Rs 79.978366 lakh in FY 2025-26, compared with Rs 36.008655 lakh in FY 2024-25 and nil in FY 2023-24. Turnover therefore increased by Rs 43.969711 lakh between FY 2024-25 and FY 2025-26, based on the figures disclosed in the filing.

KGraph was incorporated on August 16, 2023, and its disclosed turnover record covers its first three financial years. The filing does not provide KGraph’s profit or loss, cash flow, borrowings, order book, customer count or forecasts, so it does not establish the investment’s expected financial contribution.

KGraph’s issued and paid-up share capital is Rs 1.15950 lakh, comprising 10,000 equity shares of Rs 10 each and 1,595 preference shares of Rs 10 each. The filing identifies India as KGraph’s country of presence and lists its registered office in Bangalore North, Karnataka.

Is KGraph a related party of Aditya Infotech?

KGraph is not a related party of Aditya Infotech under the proposed transaction, according to the filing. Aditya Infotech also said that none of its promoters, promoter group or group companies has an interest in KGraph.

The filing says the Rs 45.38859936 crore price is based on a registered valuer’s report and will be paid in cash. It does not disclose board representation, voting arrangements, put or call options, future funding commitments, or other investor rights attached to the 30.00% holding.

The transaction is expected to be completed within 30 days from execution of the share subscription and shareholders’ agreement, or on a later date mutually agreed by the parties under that agreement. The announcement does not state the agreement’s execution date, so it does not provide a calendar date for closing.

The filing also does not state whether the 5,798 securities will be newly issued by KGraph, acquired from existing holders, or obtained through both routes. It identifies the securities by class and quantity, including 515 Series 1 and 4,252 Series 2 compulsorily convertible preference shares.

What does the deal mean for CP PLUS products?

The deal is intended to add KGraph’s AI-based video analytics to CP PLUS video-surveillance products through a commercial and technology collaboration. KGraph’s BLUE platform is described as an enterprise video-analytics product used for functions including safety, monitoring, compliance, automation and regulatory reporting.

The filing does not quantify expected CP PLUS sales, margin impact, deployment volumes or customer additions from the integration. It also does not identify which CP PLUS product lines will incorporate KGraph technology or give a date by which BLUE-enabled surveillance products will reach the market.

KGraph’s disclosed software applications span industrial and commercial sectors, while CP PLUS is the brand named for Aditya Infotech’s video-surveillance products. The transaction therefore connects KGraph’s stated analytics platform with Aditya Infotech’s existing surveillance-product brand, rather than announcing entry into an unrelated industry.

The announced 30.00% stake follows a valuation report but does not include a disclosed operating forecast for BLUE or CP PLUS. The immediate disclosed mechanism is the integration of KGraph’s AI-based solutions with CP PLUS products, not a stated commitment to a specified revenue or deployment target.

Conclusion

The transaction gives Aditya Infotech a 30.00% fully diluted interest in KGraph for Rs 45.38859936 crore and establishes a stated route to combine BLUE video analytics with CP PLUS surveillance products. KGraph’s audited turnover rose from Rs 36.008655 lakh in FY 2024-25 to Rs 79.978366 lakh in FY 2025-26, but the filing does not quantify the investment’s profit or revenue effect.

The next disclosed event is completion within 30 days from execution of the share subscription and shareholders’ agreement, unless the parties agree to extend that date. The announcement does not disclose the agreement date, product-launch timing, or financial targets for the CP PLUS and BLUE integration.