<ul><li>The company's intend to set up its integrated manufacturing unit on land taken on leave and license from Karnataka Industrial Areas Development Board (KIADB) and a part of the IPO proceeds is proposed to be utilised for the same. As per the lease agreement entered with KIADB, there are certain prescribed conditions and timelines pertaining to commencement and completion of work. The Company was required to start the commercial productions by June 01, 2020. The Company didn't start the commercial production by the given date. Subsequently, the company has been granted one year extension of time by KIADB for the commercial productions i.e. till May 22, 2026. In case the company fails to start its commercial production by May 22, 2026,the company may faces consequences of non-adherence of the terms and conditions of KIADB, which could have an adverse impact on its growth plans and the company's business and financial condition.</li><li>The company has not identified any alternate source of funding to meet its capital expenditure requirements and hence any failures or delay on the company's part to mobilize the required resources or any shortfall in the Net Issue proceeds may delay the implementation schedule.</li><li>The company derives a significant portion of its revenue from operations from limited number of customers, and the loss of one or more such customers, the deterioration of their financial condition or prospects, or a reduction in their demand for the company's products could adversely affect its business, results of operations, financial condition and cash flows. Any adverse change in the business relationship with one or more of the company's top 5 and top 10 customers, including a reduction in order volume, changes in contract terms, delayed payments, or termination, could materially and adversely affect its revenue, cash flows, and overall financial performance.</li><li>A significant portion of its revenue from operations is generated from three states (Madhya Pradesh, Maharashtra and Karnataka). Any adverse development affecting the company's business operations in these regions could have a negative impact on its revenue and results of operations.</li><li>The company depends on the Tender / Government Orders from State owned Power Distribution and Transmission Companies, Private Players engaged in panel manufacturing / EPC Contractors and Dealers for selling of the company's products. The company's significant dependence on Private Players for supply of its products may affect the company's revenue from operation and profits.</li><li>The company's reliance for raw materials/components is highly dependent on a few limited numbers of suppliers and the loss of one or more such suppliers, the deterioration of their financial condition or prospects, or higher demand from its competitors could adversely affect the company's supplies from these suppliers. Any adverse change in its business relationship with one or more of the company's top 5 and top 10 suppliers, including a reduction in materials supplied, changes in supply terms, changes in payment terms, or termination of its orders, could materially and adversely affect the company's revenue, cash flows, and overall financial performance and also expose it to risks of supply disruptions, pricing volatility which may adversely impact our production schedules and financial performance.</li><li>The company does not possess the information, consents, confirmations, or undertakings from the immediate relative (R. Manoharan -father-in-law) of one of its Promoters i.e., S. Vinod Kumar. R. Manoharan is considered as a part of the Promoter Group as per Regulation 2(1)(pp) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, and the details of him, along with any entities associated with him as part of the Company's "promoter group", are required to be disclosed in the Offer Documents.</li><li>The company is subject to strict quality requirements by its customers any product defect issues, and any failures by it to comply with these requirements may lead to the cancellation of existing and future orders, recalls and product rejections.</li><li>The company does not own both its manufacturing units and the Registered Office from where the company operates. Both our manufacturing units including registered office has been taken on lease basis. Further, the lease deed of its manufacturing units is not registered.</li><li>The Company may faces the likelihood of time overrun and cost overrun during the relocation of its two manufacturing units into one integrated unit is subject to various risks and uncertainties, and any time overrun, cost overrun or failures in implementation may adversely affect the company's business, financial condition, and results of operations</li><li>Demand for the company's products is dependent on growth in the power generation, transmission and distribution related industry & infrastructure. Any adverse development in the power generation, transmission and distribution related industry & infrastructure may contribute to fluctuations in its results of operations and financial condition.</li><li>The Company has not yet awarded the contract for civil construction, internal electrical works and internal plumbing work for implementing the company's project in the proposed integrated manufacturing unit and any delay or failures in implementation may adversely affect its business, financial condition, and results of operations.</li><li>The provisions of the Shops and Establishments Act are not applicable to the Company as of today and may become applicable in the future.</li><li>Designing of its products is very important part of the company's business and to meet its customer specifications.The company rely on the company's in-house team for such designing and any technical defect in such designing by our employees may have an adverse effect on its procuring orders and meeting customer requirements.</li><li>Any disruption, breakdown or shutdown of its manufacturing facilities may have a material adverse effect on the company's business, financial condition, results of operations and cash flows.</li><li>The company has significant working capital requirements. If the company experience insufficient cash flows from its operations or are unable to meet the company's working capital requirements, it may materially and adversely affect its business, cash flows and results of operations.</li><li>The company's existing manufacturing facilities, and its Registered Office are not owned by it and are taken on Lease and License basis. If the company is unable to renew existing leases or relocate its operations on commercially reasonable terms, there may be a material adverse effect on the company's business, financial condition and operations.</li><li>The Company is involved in certain legal proceedings, which, if determined adversely, may adversely affect its business and financial condition.</li><li>The company's dependent on various statutory and regulatory approvals to operate its business, and any failures to obtain, maintain or renew such approvals in a timely manner, or at all, may adversely affect the company's business, results of operations and financial condition.</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 has filed corporate records with delays, which present potential risks.</li><li>The company's business and its financial condition would be materially and adversely affected if the company fails to obtain new purchase orders and contracts.</li><li>The company operates in competitive markets and face competition from different players in the market which may have an impact on the company's business, cash flows, financial condition and results of operations.</li><li>Loans availed by the Company has been secured on personal guarantees of its Promoter Directors. In case of invocation of the personal guarantees provided by its Promoter Directors, the company's business, financial condition, results of operations, cash flows and prospects may be adversely affected.</li><li>The company may not be able to realize the amounts, partly or at all, reflected in its Order Book which may materially and adversely affect the company's business, prospects, reputation, profitability, financial condition and results of operation.</li><li>The Company has availed unsecured loans which may be recalled by the lenders on demand.</li><li>The company deploy advanced technologies in the manufacturing, and designing of control and relay panels. Any incapability to adopt a new technology or change in the requirement of a particular technology by the government authorities may affect its position.</li><li>If the company is unable to manage its growth effectively,the company's business, future financial performance and results of operations could be materially and adversely affected.</li><li>If the company is unable to retain and hire skilled employees, or to maintain good relations with its workforce, the company's business and financial condition may be adversely affected.</li><li>The company relies on certain third parties, for the transportation of its raw materials and the company's finished products. Any disruptions may adversely affect its operations, business and financial condition.</li><li>The company significantly depend upon few of the raw material suppliers for its manufacturing activities. Volatility in the supply and pricing of the company's raw materials may have an adverse effect on its business, financial condition and results of operations.</li><li>Under-utilization of its manufacturing capacities and an inability to effectively utilize the company's existing manufacturing capacities could have an adverse effect on its business, future prospects and future financial performance.</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's insurance coverage may be insufficient to protect its against all present and future risks, which may adversely affect the company's business, financial condition, results of operations and prospects.</li><li>Certain documents in relation to educational qualification for one of its Director are not available and reliance has been made on declarations and affidavits furnished by such Director for details of their profiles included in this Red Herring Prospectus.</li><li>There is no monitoring agency appointed by the Company to monitor the utilization of the Offer proceeds.</li><li>The Company has experienced negative cash flow from operating activities in the past and may continue to do so in the future, which could have a material adverse effect on its business, prospects, financial condition, cash flows and results of operations.</li><li>Fraud, theft, employee negligence or similar incidents may adversely affect the company's results of operations and financial condition.</li><li>The company has certain contingent liabilities that have not been provided for in the company's financial statements, which if they materialize, may adversely affect its financial condition.</li><li>The company has incurred indebtedness which exposes it to various risks which may have an adverse effect on its business and results of operations.</li><li>The company is subject to restrictive covenants under its credit facilities that limit the company's operational flexibility.</li><li>There are dues to MSMEs as at the end of period ended September 30, 2025 and financial years ended March 31, 2025, March 31, 2024 and March 31, 2023.</li><li>The objects of the Offer have not been appraised by any bank or financial institution. The company's funding requirements and proposed deployment of the Net Proceeds are based on management estimates and may be subject to change based on various factors, some of which are beyond its control. Any variation in the utilization of the Net Proceeds or in the terms of the conditions as disclosed in this Red Herring Prospectus would be subject to certain compliance requirements, including prior shareholders' approval.</li><li>The company's Promoters and the Promoter Group will jointly continue to retain majority shareholding in The Company after the Offer, which will allow them to determine the outcome of the matters requiring the approval of shareholders.</li><li>An inability to establish and maintain effective internal controls could lead to an adverse effect on its business and reputation.</li><li>The company's success depends significantly on its Promoters, Key Management Personnel and other senior management and skilled personnel. The loss of their services may have a material adverse effect on the company's business, financial condition and results of operations.</li><li>The Company operates under several statutory and regulatory permits, licenses and approvals. The company's inability to obtain, renew or maintain the statutory and regulatory licenses, permits and approvals required to operate its business may have an adverse effect on the company's business & operations.</li><li>Certain data mentioned in this Red Herring Prospectus has not been independently verified.</li><li>If the Company is unable to protect its intellectual property, or if the Company infringes on the intellectual property rights of others, the company's business may be adversely affected.</li><li>The not commissioned an industry report for the disclosures made in the chapter titled "Industry Overview" and made disclosures based on the data available on the internet and such data has not been independently verified by it.</li><li>The company's Promoters and Directors hold Equity Shares in the Company and are therefore interested in the Company's performance in addition to their remuneration and reimbursement of expenses.</li><li>The average cost of acquisition of Equity Shares by its Promoters is lower than the price determined at time of registering the Prospectus.</li><li>The Offer Price, market capitalization to revenue multiple, price to earnings ratio and EBITDA based on the Offer Price of Company, may not be indicative of the market price of the Company on listing or thereafter.</li><li>The company has issued Equity Shares during the last one year at a price that will be below the Offer Price.</li><li>The company's ability to pay dividends in the future will depends upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures.</li><li>The company's Directors have no experience in being associated with a listed entity.</li><li>The Company may be materially adversely affected by labour unrest, slowdowns, strikes, work stoppages or increased wage demands by its employees or those of the company's suppliers.</li><li>The company is subject to risks associated with rejection of its products consequential to defects, which could generate adverse publicity or adversely affect the company's business, results of operations or financial condition.</li><li>The risks attached to estimates and forward -looking statements included in the RHP may prove to be inaccurate.</li><li>The company's success depends on its ability to maintain the company's existing product line and market acceptance for its new products and innovations develop and commercialize products in a timely manner. If the company's research and development efforts do not succeed or the products the company commercialize do not perform as expected, this may affect its business and the introduction of new products, and may adversely affect the company's business, results of operations, financial condition and cash flows.</li><li>The company is exposed to the risks of malfunctions or disruptions of information technology systems.</li><li>Certain key performance indicators for certain listed industry peers included in this Red Herring Prospectus have been sourced from public sources and there is no assurance that such financial and other industry information is complete.</li><li>Wage pressures and increases in operating costs in India may prevent it from sustaining the company's competitive advantage and may reduce its profit margins.</li><li>Significant differences exist between Indian GAAP and other accounting principles, such as Ind AS, IFRS and U.S. GAAP, which may be material to investors' assessments of its financial condition, result of operations and cash flows.</li><li>The company may be subject to surveillance measures, such as the Additional Surveillance Measures (ASM) and the Graded Surveillance Measures (GSM) by the Stock Exchanges which may adversely affect trading price of its Equity Shares.</li><li>The company's Equity Shares have never been publicly traded, and may experience price and volume fluctuations following the completion of the Offer. Further, the company's Equity Shares may not result in an active or liquid market and the price of its Equity Shares may be volatile and you may be unable to resell your Equity Shares at or above the Offer Price or at all.</li><li>Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.</li><li>Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby may suffer future dilution of their ownership position.</li><li>Rights of shareholders of companies under Indian law may be more limited than under the laws of other jurisdictions.</li><li>There is no guarantee that its Equity Shares will be listed in a timely manner or at all.</li><li>The requirements of being a listed company may strain our resources.</li><li>Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by it may dilute your shareholding and any sales of the Equity Shares by the company's major shareholders may adversely affect the trading price of the Equity Shares.</li></ul>