<ul><li>We are exposed to the risk of increase in the price of our raw materials and dependence on suppliers for supply of the raw materials. Further, if we are unable to source quality raw materials required for our business at competitive prices, our business, results of operations and profitability may be adversely affected. The raw material is partially procured through imports which may impact the timeline of production. Also exposing the company to the risk of foreign exchange rate fluctuations.</li><li>The Company is dependent on few numbers of customers for sales. The loss of any of this large customer may affect our revenues and profitability.</li><li>Our manufacturing capacity may not correspond precisely to our customers' demands. An inability to effectively utilize our manufacturing capacities may affect our business, results of operations, cash flows and financial condition.</li><li>Our business is operating under various laws which require us to obtain approvals from the concerned
statutory/regulatory authorities in the ordinary course of business and our inability to obtain, maintain or renew requisite statutory and regulatory permits and approvals for our business operations could materially and adversely affect our business, prospects, results of operations and financial condition.</li><li>Our existing international operations and our plans to expand into additional overseas markets are subject to various business, economic, political, regulatory and legal risks.</li><li>Our business depends on our manufacturing facility and the loss of or shutdown of operations of the
manufacturing facility on any grounds could adversely affect our business or results of operations. Further, our business involves usage of manpower and any unavailability of our employees or any strikes, work stoppages may have an adverse impact on our cash flows and results of operations.</li><li>Our Promoter and Directors play key role in our functioning and we heavily rely on their knowledge and experience in operating our business and therefore, it is critical for our business that our Promoter and Directors remain associated with us.</li><li>We face competition in our business from organized and unorganized players, which may adversely affect our business operation and financial condition.</li><li>Our Company has entered into Business Transfer Agreement dated June 01, 2009 with M/s. ARC Insulation and Insulators. All the asset and Liabilities are required to be transferred in the name of "ARC Insulation and Insulators Limited" from "Manish Bajoria" pursuant to this BTA, but still Property having address Pargana-Magura, Mouza- Samali, J.L No -23, R.S No. 156, R.S. Khatian No-498, 465 in R. S. Dag No. 87, Bishanpur West Bengal, India is still in the process of transfer.</li><li>Our business is dependent on technology and any disruption or failure of our technology systems may affect our operations.</li><li>We have certain outstanding litigation against our Company, an adverse outcome of which may adversely affect our business, reputation and results of operations.</li><li>There are certain discrepancies / errors noticed in some of our 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 non-compliance with provisions of corporate and other law could impact the financial position of the Company to that extent.</li><li>Delay in Issuance of No-Objection Certificate by Hero Fincorp Limited, a Secured Lender.</li><li>We face competition, including from other large and established competitors, and we may fail to compete successfully against existing or new competitors, which may reduce the demand for our Products which may lead to reduced prices, operating margins, profits and further result in loss of market share.</li><li>The Restated Financial Statements have been provided by Peer Reviewed Chartered Accountants who is not Statutory Auditor of our Company.</li><li>Unable to trace the bank statement of the company for the allotment made in past.</li><li>The Company is yet to place orders for 100% of the plant & machineries for our proposed object, as specified in the Objects of the Offer. Any delay in placing orders, procurement of plant & machineries may delay our implementation schedule and may also lead to increase in price of these plant & machineries, further affecting our revenue and profitability.</li><li>The objects of the Fresh Issue and deployment of funds are based on management estimates and have not been appraised by any external independent agency.</li><li>We have certain contingent liabilities as on date of this Draft Red Herring Prospectus that have not been provided for in our Company's financials which if materialized, could adversely affect our financial condition.</li><li>We have significant power requirements for continuous running of our factories. Any disruption to our operations on account of interruption in power supply or any irregular or significant hike in power tariffs may have an effect on our business, results of operations and financial condition.</li><li>Counterparty credit risk, delay or non-receipt of payments.</li><li>The structure and specific provisions such as negative covenants in our financing arrangements could adversely affect our financial condition.</li><li>We have experienced negative cash flows in the prior periods.</li><li>Our Company has issued Equity Shares in the last one year at a price which may be lower that the Offer Price.</li><li>Certain Agreements, deeds or licenses may be in the previous name of the company.</li><li>The average cost of acquisition of Equity Shares by the Promoters is less than the Offer Price.</li><li>Failure to protect our intellectual property rights may adversely affect our competitive business position, financial position and profitability.</li><li>Brand recognition is important to the success of our business, and our inability to build and maintain our brand name will harm our business, financial condition and results of operation.</li><li>Compliance with and changes in safety, health and environment laws and regulations may adversely affect our business, prospects, financial condition and results of operations.</li><li>A portion of our revenues and expenses are denominated in foreign currencies. As a result, we are exposed to foreign currency exchange risks and regulatory changes in foreign exchange management which may adversely impact our results of operations.</li><li>Our Company has unsecured loans which are repayable on demand. Any demand from lenders for repayment of such unsecured loans may adversely affect our cash flows.</li><li>Our insurance coverage may prove inadequate to satisfy future claims against us.</li><li>If we are unable to source business opportunities effectively, we may not achieve our financial objectives.</li><li>Our failure to perform in accordance with the standards prescribed in our client contracts could result in loss of business or payment of liquidated damages.</li><li>Orders placed by customers may be delayed, modified, cancelled or not fully paid for by our customers, which may have an adverse effect on our business, financial condition and results of operations.</li><li>Our Promoters has provided a personal guarantee for loans availed by us.</li><li>Our Company will not receive any proceeds from the Offer for Sale.</li><li>We are heavily dependent on machinery for our operations. Any break-down of our machinery will have a significant impact on our business, financial results and growth prospects.</li><li>We are dependent on third party transportation providers for the delivery of raw materials and products. Accordingly, continuing increases in transportation costs or unavailability of transportation services for our products, as well the extent and reliability of Indian infrastructure may have an adverse effect on our business, financial condition, results of operations and prospects.</li><li>We may not be able to realise the amounts, partly or at all, reflected in our Order Book which may materially and adversely affect our business, prospects, reputation, profitability, financial condition and results of operation.</li><li>Introduction of alternative technology in manufacturing by our competitors may reduce demand for our existing products and may adversely affect our profitability and business prospects.</li><li>We have not entered into long-term contracts with our major customers and typically operate on the basis of purchase orders, which could adversely impact our revenues and profitability.</li><li>Our business strategies and expansion plans may be subject to various unfamiliar risks and may not be successful.</li><li>Misconduct or errors by manpower engaged by us could expose us to business risks or losses that could adversely affect our business prospects, results of operations and financial condition.</li><li>General economic and market conditions in India and globally could have a material adverse effect on our business, financial condition, cash flows, results of operations and prospects.</li><li>Major fraud lapses of internal control, system failures, theft, employee negligence or similar incidents could adversely impact the company's business.</li><li>Our Promoters, Directors and Key Management Personnel have interest in our Company, other than
reimbursement of expenses incurred or remuneration.</li><li>We have entered into related party transactions in the past and may continue to do so in the future.</li><li>The nature of our business exposes us to liability claims and contract disputes and our indemnities may not adequately protect us. Any liability in excess of our reserves or indemnities could result in additional costs, which would reduce our profits.</li><li>There are no alternate arrangements for meeting our 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>Delays or defaults in payments from our clients could result into a constraint on our cash flows. The efficiency and growth of our business depends on timely payments received from our clients.</li><li>Our actual results could differ from the estimates and projections used to prepare our financial statements.</li><li>Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in our financing arrangements.</li><li>Our future funds requirements, in the form of fresh issue of capital or securities and/or loans taken by us, may be prejudicial to the interest of the shareholders depending upon the terms on which they are eventually raised.</li><li>Some of the KMPs are associated with our Company for less than one year.</li><li>There is no guarantee that our Equity Shares will be listed on the Stock Exchanges in a timely manner or at all.</li><li>The deployment of funds raised through this Offer shall not be subject to any Monitoring Agency and shall be purely dependent on the discretion of the management of Our Company.</li><li>The requirements of being a public listed company may strain our resources and impose additional requirements.</li><li>QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid and Retail Individual Investors are not permitted to withdraw their Bids after Bid/Issue Closing Date.</li><li>There are restrictions on daily/weekly/monthly movements in the price of the Equity Shares, which may adversely affect a shareholders' ability to sell, or the price at which it can sell, Equity Shares at a point in time.</li><li>After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market for the Equity Shares may not develop.</li><li>Industry information included in this Draft Red Herring Prospectus has been derived from publicly available industry reports and/or websites. There can be no assurance that such third-party statistical financial and other industry information is either complete or accurate.</li><li>You will not be able to sell immediately on Stock Exchange any of the Equity Shares you purchase in the Offer until the Offer receives appropriate trading permissions.</li><li>The Offer price of our Equity Shares may not be indicative of the market price of our Equity shares after the Offer.</li><li>Sale of Equity Shares by our Promoters or other significant shareholder(s) may adversely affect the Trading price of the Equity Shares.</li><li>The company is exposed to the risk of increase in the price of its raw materials and dependence on suppliers for supply of the raw materials. Further, if the company unable to source quality raw materials required for its business at competitive prices, the company business, results of operations and profitability may be adversely affected. The raw
material is partially procured through imports which may impact the timeline of production. Also exposing the company to the risk of foreign exchange rate fluctuations.</li><li>The company's significant dependence on polymers as a primary raw material presents several risks.</li><li>Its business operations, which involve maintaining large inventories and extending credit to customers, lead to
high holding days for both inventory and trade receivables, impacting cash flow.</li><li>The company faces competition in its business from organized and unorganized players, which may adversely affect the company business operation and financial condition.</li><li>Potential Delays in Acquisition of Industrial Land for expanding its manufacturing facilities due to Dependency on Issue Proceed.</li><li>The Company is dependent on few numbers of customers for sales. The loss of any of this large customer may affect the company revenues and profitability.</li><li>The company manufacturing capacity may not correspond precisely to its customers' demands. An inability to effectively utilize the company manufacturing capacities may affect its business, results of operations, cash flows and financial condition.</li><li>The company business is operating under various laws which require it to obtain approvals from the concerned statutory/regulatory authorities in the ordinary course of business and the company inability to obtain, maintain or renew requisite statutory and regulatory permits and approvals for its business operations could materially and adversely affect the company business, prospects, results of operations and financial condition.</li><li>The Restated Financial Statements have been provided by Peer Reviewed Chartered Accountants who is not Statutory Auditor of the Company.</li><li>Unable to trace the bank statement of the company for the allotment made in past.</li><li>A high employee attrition rate can significantly disrupt its business operations and hinder overall performance.</li><li>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 non-compliance with provisions of corporate and other law could impact the financial position of the Company to that extent.</li><li>The company existing international operations and its plans to expand into additional overseas markets are subject to various business, economic, political, regulatory and legal risks.</li><li>The company business depends on its manufacturing facility and the loss of or shutdown of operations of the manufacturing facility on any grounds could adversely affect the company business or results of operations. Further, its business involves usage of manpower and any unavailability of the company employees or any strikes, work stoppages may have an adverse impact on its cash flows and results of operations.</li><li>The company Promoter and Directors play key role in its functioning and the company heavily relies on their knowledge and experience in operating its business and therefore, it is critical for the company business that its Promoter and Directors remain associated with it.</li><li>The company business is dependent on technology and any disruption or failure of its technology systems may affect the company operations.</li><li>The company has certain outstanding litigation against the Company, an adverse outcome of which may adversely affect the company business, reputation and results of operations.</li><li>The company faces competition, including from other large and established competitors, and its may fails to compete successfully against existing or new competitors, which may reduce the demand for the company Products which may lead
to reduced prices, operating margins, profits and further result in loss of market share.</li><li>The Company is yet to place orders for 100% of the plant & machineries for its proposed object, as specified in the Objects of the Offer. Any delay in placing orders, procurement of plant & machineries may delay the company implementation schedule and may also lead to increase in price of these plant & machineries, further affecting its revenue and profitability.</li><li>The company has significant power requirements for continuous running of its factories. Any disruption to the company operations on account of interruption in power supply or any irregular or significant hike in power tariffs may have an effect on its business, results of operations and financial condition.</li><li>The objects of the Fresh Issue and deployment of funds are based on management estimates and have not been appraised by any external independent agency.</li><li>The company has certain contingent liabilities as on date of this Red Herring Prospectus that have not been provided for in the Company's financials which if materialized, could adversely affect its financial condition.</li><li>There have been some instances of delays in the filing of statutory and regulatory dues in the past with the various government authorities.</li><li>Counterparty credit risk, delay or non-receipt of payments.</li><li>The company has derived a significant portion of its revenue from the sale of top 5 products i.e. GFRP Rebars, FRP/GRP Pipes, FRP Sheets, FRP/GFRP Structural/ Pultruded Profiles, FRP/GRP Ladders. Any decline in the sales of its top 5 products could have an adverse effect on the company business, results of operations and financial condition.</li><li>The structure and specific provisions such as negative covenants in the company financing arrangements could adversely affect its financial condition.</li><li>The company has experienced negative cash flows in the prior periods.</li><li>The Company has issued Equity Shares in the last one year at a price which may be lower that the Offer Price.</li><li>Compliance with and changes in safety, health and environment laws and regulations may adversely affect its business, prospects, financial condition and results of operations.</li><li>The average cost of acquisition of Equity Shares by the Promoters is less than the Offer Price.</li><li>Failures to protect the company intellectual property rights may adversely affect its competitive business position, financial position and profitability.</li><li>Brand recognition is important to the success of its business, and the company inability to build and maintain its brand name will harm the company business, financial condition and results of operation.</li><li>A portion of its revenues and expenses are denominated in foreign currencies. As a result, the company exposed to foreign currency exchange risks and regulatory changes in foreign exchange management which may adversely impact its results of operations.</li><li>The Company has unsecured loans which are repayable on demand. Any demand from lenders for repayment of such unsecured loans may adversely affect its cash flows.</li><li>The company insurance coverage may prove inadequate to satisfy future claims against it.</li><li>If the company unable to source business opportunities effectively, its may not achieve the company financial objectives.</li><li>The company failures to perform in accordance with the standards prescribed in its client contracts could result in loss of business or payment of liquidated damages.</li><li>The company has heavily dependent on machinery for its operations. Any break-down of the company machinery will have a
significant impact on its business, financial results and growth prospects.</li><li>Orders placed by customers may be delayed, modified, cancelled or not fully paid for by the company customers, which may have an adverse effect on its business, financial condition and results of operations.</li><li>The company Promoters has provided a personal guarantee for loans availed by it.</li><li>The Company will not receive any proceeds from the Offer for Sale.</li><li>The company has dependent on third party transportation providers for the delivery of raw materials and products. Accordingly, continuing increases in transportation costs or unavailability of transportation services for the company products, as well the extent and reliability of Indian infrastructure may have an adverse effect on its business, financial condition, results of operations and prospects.</li><li>Its may not be able to realise the amounts, partly or at all, reflected in the company Order Book which may materially and adversely affect its business, prospects, reputation, profitability, financial condition and results of operation.</li><li>Misconduct or errors by manpower engaged by the company could expose it to business risks or losses that could adversely affect its business prospects, results of operations and financial condition.</li><li>Introduction of alternative technology in manufacturing by the competitors may reduce demand for its existing products and may adversely affect the company profitability and business prospects.</li><li>The company has not entered into long-term contracts with its major customers and typically operates on the basis of
purchase orders, which could adversely impact the company revenues and profitability.</li><li>The company business strategies and expansion plans may be subject to various unfamiliar risks and may not be successful.</li><li>General economic and market conditions in India and globally could have a material adverse effect on the company business, financial condition, cash flows, results of operations and prospects.</li><li>Major fraud lapses of internal control, system failures, theft, employee negligence or similar incidents could
adversely impact the company's business.</li><li>The company Promoters, Directors and Key Management Personnel have interest in the Company, other than reimbursement of expenses incurred or remuneration.</li><li>The company has entered into related party transactions in the past and may continue to do so in the future.</li><li>The nature of the company business exposes it to liability claims and contract disputes and its indemnities may not adequately protect it. Any liability in excess of the company reserves or indemnities could result in additional costs, which would reduce the company profits.</li><li>There are no alternate arrangements for meeting the company requirements for the Objects of the Offer. Any shortfall in
raising / meeting the same could adversely affect its growth plans, operations and financial performance.</li><li>Delays or defaults in payments from its clients could result into a constraint on the company cash flows. The efficiency and growth of its business depends on timely payments received from the company clients.</li><li>The company actual results could differ from the estimates and projections used to prepare its financial statements.</li><li>The company ability to pay dividends in the future will depends upon its future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in the company financing arrangements.</li><li>The company future funds requirements, in the form of fresh issue of capital or securities and/or loans taken by it, may be prejudicial to the interest of the shareholders depending upon the terms on which they are eventually raised.</li><li>Some of the KMPs are associated with the Company for less than one year.</li><li>There is no guarantee that the company Equity Shares will be listed on the Stock Exchanges in a timely manner or at all.</li><li>Risk of Capital Constraints and Impact on Expansion Plans.</li><li>Reliance on In-House Designing and Engineering Team for GFRP/FRP Product.</li><li>Inability to Accurately Forecast Customer Demand or Manage Inventory Could Materially Harm Operating Results.</li><li>There may be potential conflict of interests between the Company and Swabhumi Distributors Private Limited promoted by the company promoters</li><li>Risk of Failures in Expanding and Penetrating New Export Markets.</li><li>Challenges in Sustaining the Effective Implementation of Business and Growth Strategies for GFRP/FRP
Product.</li><li>Disclaimer Regarding Assumptions and Risks in Production Capacity and Utilization Projections.</li><li>Strategic Risk Assessment for Importing raw materials from China.</li><li>Challenges Affecting Revenue Generation in the Infrastructure Industry for GFRP/ FRP Businesses.</li><li>The deployment of funds raised through this Offer shall not be subject to any Monitoring Agency and shall be purely dependent on the discretion of the management of the Company.</li><li>The requirements of being a public listed company may strain its resources and impose additional requirements.</li><li>QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid and Individual Investors are not permitted
to withdraw their Bids after Bid/Issue Closing Date.</li><li>There are restrictions on daily/weekly/monthly movements in the price of the Equity Shares, which may adversely affect a shareholders' ability to sell, or the price at which it can sell, Equity Shares at a point in time.</li><li>After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market for the Equity Shares may not develop.</li><li>Industry information included in this Red Herring Prospectus has been derived from publicly available industry
reports and/or websites. There can be no assurance that such third-party statistical financial and other industry
information is either complete or accurate.</li><li>You will not be able to sell immediately on Stock Exchange any of the Equity Shares you purchase in the Offer
until the Offer receives appropriate trading permissions.</li><li>The Offer price of the company Equity Shares may not be indicative of the market price of its Equity shares after the Offer.</li><li>Sale of Equity Shares by the company Promoters or other significant shareholder(s) may adversely affect the Trading price
of the Equity Shares.</li></ul>