<ul><li>The actual orders received by our Company during the preceding three Financial Years is less than 11%
of the total value of the proposals submitted by us. If we fail to generate leads and convert leads into orders
for a prolonged period, our business, financial condition, results of operations, prospects and cash flows
could be adversely affected.</li><li>As a result of our limited operating history, we may not be able to compete successfully, and it may be
difficult to evaluate our business and future operating results on the basis of our past performance.</li><li>Our order book may not be representative of our future results. Projects included in our order book and
our future projects may be delayed, modified or cancelled for reasons beyond our control which may
materially and adversely affect our business, prospects, reputation, profitability, financial condition and
results of operation.</li><li>We procure a significant portion of our equipment and materials from our Associate, Promoter Group
entities and Group Companies. Accordingly, we are dependent upon them to procure the equipment
required for executing our projects.</li><li>We are dependent upon and derive a substantial portion of our revenue from a limited number of projects,
that form part of our order book. Cancellation of projects by customers could have a material adverse
effect on our business, results of operations and financial condition.</li><li>We derive majority of our revenue from our turnkey engineering solutions and our financial condition
would be materially and adversely affected if we fail to obtain new contracts or our current contracts are
terminated.</li><li>We are an asset light Company wherein we procure our equipment and materials from Related Entities
and third-party equipment suppliers for our projects which presents numerous risks. Further, we do not
have definitive supply agreements with such suppliers, and therefore we are exposed to risks relating to
interruptions in the supply of equipment or supply of sub-standard equipment by our suppliers.</li><li>We are expected to offer high quality equipment as well as engineering services to our customers. Any
failure by us to comply with such requirements may lead to the cancellation of existing and future orders,
recalls, invocation of performance bank guarantees or warranty or liability claims, which could adversely
affect our reputation, business, results from operations, financial conditions and cash flows.</li><li>We may not be able to collect receivables due from our customers, in a timely manner, or at all, which
may adversely affect our business, financial condition, results of operations and cash flows.</li><li>Our Company has experienced negative cash flow in the past and may continue to do so in the future,
which could have a material adverse effect on our business, prospects, financial condition, cash flows and
results of operations.</li><li>Majority of our ongoing and completed projects are located in the countries forming part of the Gulf
Cooperation Council ("GCC"), Middle East and North African ("MENA") and Economic Cooperation
Organization ("ECO") regions. Any adverse changes in economic and political conditions in these
regions may have an adverse impact on our business, results of operations, cash flows, and financial
condition.</li><li>Our international operations expose us to complex project management, legal, tax and economic risks,
and exchange rate fluctuations. Our inability to successfully manage our geographically diverse
operations could adversely affect our business and results of operations.</li><li>Our business is working capital intensive in nature. If we experience insufficient cash flows or are unable
to access suitable financing to meet working capital requirements and loan repayment obligations, our
business, financial condition and results of operations could be adversely affected.</li><li>Our Subsidiary, FT Institutions Private Limited and our Group Companies, Fabtech Technologies
International Private Limited and F Plus Healthcare Technologies Private Limited have conflicts of
interest as they are engaged in similar business and may compete with us.</li><li>Our Statutory Auditors have included certain qualifications in the annexure to their audit report on the
Companies (Auditor's Report) Order, 2016 / Companies (Auditor's Report) Order, 2020, for the years
ended March 31, 2024 and March 31, 2025.</li><li>Majority of our customers operate in the pharmaceuticals, healthcare and biotech sectors. Factors that
adversely affect these sectors or capital expenditure by companies within these sectors may adversely
affect our business, results of operations and financial condition.</li><li>Our Company has extended corporate guarantee with respect to loan facilities availed by our Group
Companies and Associate. Any defaults committed by our Group Companies or Associate or invocation
of the guarantee extended by our Company may adversely affect our business operations and financial
condition.</li><li>Restrictions on work permits and travel or delay in arranging for visa may affect our ability to compete
for and provide services to clients, which could hamper our growth and adversely affect our business,
results of operations and financial condition.</li><li>There are outstanding litigations involving our Company, Promoters, Directors, Subsidiary and Group
Companies, if determined adversely, may adversely affect our business and financial condition.</li><li>There have been some instances of incorrect and delayed filings with the Registrar of Companies and
other non-compliances under the Companies Act, 2013 in the past which may attract penalties.</li><li>Our actual cost incurred in completing a project may vary from the assumptions underlying our bid.
Further, we enter into fixed-price contracts with our customers and our failure to mitigate certain risks
associated with such contracts may result in reduced operating margins. We may be unable to recover all
or some of the additional expenses incurred, which could adversely affect our financial condition, results
of operation and cash flows.</li><li>We rely on third parties to complete certain part of our projects and any failure arising from the nonperformance,
late performance or poor performance by such third parties, or failure by such third parties
to comply with applicable laws could affect the completion of our contracts, reputation and financial
performance.</li><li>Our business is subject to irregularity in award and completion of projects, which may contribute to
fluctuations in our results of operations and financial condition.</li><li>There have been certain instances of non-compliances, including with respect to certain secretarial/
regulatory filings for corporate actions taken by our Company in the past. Consequently, we may be
subject to regulatory actions and penalties for any such non-compliance and our business, financial
condition and reputation may be adversely affected.</li><li>Our Company has purchased a land parcel from one of its Group Companies, Fabtech Technologies
International Private Limited. Our Promoters and one of our Directors shall be deemed to be interested
in the said property, on account of their association with our Group Company.</li><li>Our business and prospects may be adversely affected if we are unable to maintain and grow the image
of our brand. Further, our Company has entered into a trade mark license agreement with our Group
Company Fabtech Technologies International Private Limited, to obtain the license to use the trademark
`Fabtech'. Further, our Group Company, Fabtech Technologies International Private Limited and our
Company are yet to apply for transfer of the trademarks pursuant to the Scheme of Arrangement. In the
event, we fail to apply for such transfer, or if the transfer once applied for is rejected, we may not be able
to use such trademarks and our brands which could have a material adverse effect on our business growth
and prospects, financial condition, results of operations and cash flows.</li><li>As part of our business, we are required to provide advance bank guarantees and performance bank
guarantees in favour of some of our customers. Invocation of bank guarantees may lead to disputes with
our customers and may have an adverse impact on our cash flow, business operations and financial
condition.</li><li>If we are unable to implement our growth strategies, our operations may suffer and our performance may
be adversely affected.</li><li>We may not be able to maintain profitability in the future due to unforeseen reasons, market fluctuations
and other external factors beyond our control.</li><li>One of our Subsidiaries has incurred losses in the past. Further, one of our Subsidiaries has also reported
negative Net Worth and negative cash flows in the preceding three Financial Years. Such losses, Net
Worth and negative cash flows, may impact our reputation or business or financial results, on a
consolidated basis.</li><li>Our international expansion efforts may not be successful or may subject our business to increased risks.</li><li>We have in past entered into related party transactions and we may continue to do so in the future.</li><li>We are exposed to foreign currency exchange rate fluctuations and our results of operations have and
will impacted by such fluctuations in the future.</li><li>We face competition from other engineering companies offering specialized turnkey engineering
solutions in the pharmaceutical, healthcare and biotechnology industry. If we are unable to compete for
and win projects, our business, prospects and financial condition could be adversely affected.</li><li>We are subject to penalty clauses under the agreements entered into with our customers for any delay in
the completion of our projects.</li><li>Utilisation of a portion of the Net Proceeds may not result in increased revenue or profits.</li><li>We are exposed to risks relating to inability of obtaining or renewing or maintaining our statutory and
regulatory permits and approvals, required to operate our businesses, which may adversely affect our
business, financial condition, results of operation and cash flows.</li><li>Our Company has been subjected to inspection in the past by the Goods and Services Tax authorities. Any
future occurrence of such events or instances of passing of any adverse orders against our Company,
could adversely affect our business, results of operations and financial conditions.</li><li>Our success depends upon our ability to attract, develop and retain trained manpower while also
maintaining low labour costs.</li><li>We have certain contingent liabilities and our financial condition and profitability may be adversely
affected if any of these contingent liabilities materialize.</li><li>We are dependent on third party transportation and logistics service providers. Any increase in the charges
of these entities or any defect, damage or destruction caused to the equipment and material supplied by
us during the process of delivery could adversely affect our business, financial condition and results of
operations.</li><li>We do not own certain premises used by our Company. Disruption of our rights as licensee/ lessee or
termination of the agreements with our licensors/ lessors would adversely impact our manufacturing
operations and, consequently, our business.</li><li>There have been certain instances of delays in payment of statutory dues by our Company in the past. Any
failure or delay in payment of such statutory dues may expose us to statutory and regulatory action, as
well as significant penalties, and may adversely impact our business, results of operations, cash flows and
financial condition.</li><li>Our Promoters and Directors are either co-borrowers in the loans availed by our Company or have
extended personal guarantees with respect to loan facilities availed by our Company. Further, our Group
Companies and members of our Promoter Group have provided (i) corporate guarantees; and (ii) their
property as collateral security for loan facilities availed by our Company. Revocation of any or all of these
personal guarantees or withdrawal of such property may adversely affect our business operations and
financial condition.</li><li>Our future fund requirements, in the form of further 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>Our relationships with existing or potential clients who are in competition with each other may adversely
impact the degree to which other clients or potential clients avail of our solutions, which may adversely
affect us. Additionally, the commercial success of our operations depend to a large extent on financial
soundness and commercial success of our customers.</li><li>As on the date of this Red Herring Prospectus, we are yet to identify specific targets for undertaking
strategic investments.</li><li>Our inability to meet our obligations, including financial and other covenants under our debt financing
arrangements could adversely affect our business, financial condition, cash flows and results of operations.</li><li>Any variation in the utilisation of the Net Proceeds or in the terms of any contract as disclosed in this Red
Herring Prospectus would be subject to certain compliance requirements, including prior shareholders'
approval.</li><li>Fraud or misconduct by our employees could adversely affect our reputation, business, results of
operations and financial condition.</li><li>A downgrade in our credit rating could adversely affect our ability to raise capital in the future.</li><li>We are dependent on information technology systems in carrying out our business activities and it forms
an integral part of our business. We are also exposed to the risks of significant breaches of data security.
Further, if we are unable to adapt to technological changes and successfully implement new technologies
or if we face failure of our information technology systems, we may not be able to compete effectively
which may result in higher costs and would adversely affect our business and results of operations.</li><li>Our insurance coverage may not be adequate to protect us against all potential losses, which may have a
material adverse effect on our business, financial condition and results of operations.</li><li>Activities in executing turnkey projects are subject to operational risks such as injury or fatalities to people
which could disrupt our project operations and expose us to legal and regulatory action, which could
affect our business, financial condition, cash flows and results of operations.</li><li>Our Promoters, Directors, Key Managerial Personnel and Senior Management have interests in our
Company other than reimbursement of expenses incurred or normal remuneration or benefits.</li><li>Our Promoters and members of the Promoter Group have significant control over the Company and have
the ability to direct our business and affairs; their interests may conflict with your interests as a
shareholder.</li><li>There can be no assurance that the objects of the Issue will be achieved within the time frame anticipated
or at all, or that the deployment of the Net Proceeds in the manner intended by us will result in any
increase in the value of your investment.</li><li>Our funding requirements and proposed deployment of the Net Proceeds of the Issue have not been
appraised by a bank or a financial institution and if there are any delays or cost overruns, our business,
cash flows, financial condition and results of operations may be adversely affected.</li><li>The average cost of acquisition of Equity Shares held by our Promoters could be lower than the Issue
Price.</li><li>We currently avail benefits under certain Government incentive schemes. Cancellation or our inability to
meet the conditions under such schemes may result in adversely affect our business operations, cash
flows, results of operations and financial condition.</li><li>Any disruption to the steady and regular supply of workforce for our operations, including due to strikes,
work stoppages or increased wage demands by our workforce or any other kind of disputes with our
workforce or our inability to control the composition and cost of our workforce could adversely affect our
business, cash flows and results of operations.</li><li>We are subject to anti-bribery, anti-corruption and sanctions laws and regulations.</li><li>Compliance with, and changes in, environmental, health and safety laws and regulations or stringent
enforcement of existing environmental, health and safety laws and regulations may result in increased
liabilities and increased capital expenditures may adversely affect our cash flows, business results of
operations and financial condition.</li><li>Our business development efforts involve considerable time and expense, and our revenues may not justify
expenses incurred towards business development efforts.</li><li>We are subject to risks arising from interest rate fluctuations, which could reduce the profitability of our
projects and adversely affect our business, financial condition and results of operations.</li><li>Our Company has extended certain unsecured loans to certain of our Associates and Subsidiaries. Any
defaults committed by our Associates and Subsidiaries in repayment of such loans may adversely affect
our business operations and financial condition.</li><li>Any future pandemic or widespread public health emergency, could impact our business, financial
condition, cash flows and results of operations.</li><li>If we are unable to establish and maintain an effective system of internal controls and compliances, our
businesses and reputation could be adversely affected.</li><li>Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash
flows, working capital requirements, capital expenditures and restrictive covenants in our financing
arrangements.</li><li>Our historical financial information includes revenue from projects which were initially awarded to our
Group Company, Fabtech Technologies International Private Limited (formerly known as Fabtech
Technologies International Limited) and therefore are not representative of the results we would have
achieved as an independent company and may not be a reliable indicator of our future results.</li><li>Our Company is reliant on the pharmaceutical industry for a significant portion of our revenue. Any
downturn in the pharmaceutical industry or an inability to increase or effectively manage our operations
could have an adverse impact on our Company's business and results of operations.</li><li>We have not made any alternate arrangements for meeting our capital requirements for the Objects of
the Issue. Further, we have not identified any alternate source of financing the `Objects of the Issue'. Any
shortfall in raising / meeting the same could adversely affect our growth plans, operations and financial
performance.</li><li>Significant differences exist between Ind AS used to prepare our financial information and other
accounting principles, such as U.S. GAAP and IFRS, which may affect investors' assessments of our
Company's financial condition.</li><li>This Red Herring Prospectus contains information from an industry report prepared by CRISIL,
commissioned by us for the purpose of the Issue for an agreed fee.</li><li>The determination of the Price Band is based on various factors and assumptions and the Issue Price of
the Equity Shares may not be indicative of the market price of the Equity Shares after the Issue.</li><li>Our Equity Shares have never been publicly traded, and after the Issue, the Equity Shares may experience
price and volume fluctuations, and an active trading market for the Equity Shares may not develop.
Further, the Issue Price may not be indicative of the market price of the Equity Shares after the Issue.</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 Bidders
are not permitted to withdraw their Bids after Bid/Issue Closing Date.</li><li>Fluctuations in the exchange rate between the Indian Rupee and foreign currencies may have an adverse
effect on the value of our Equity Shares, independent of our operating results.</li><li>There is no guarantee that our Equity Shares will be listed on BSE and NSE in a timely manner or at all.</li><li>The requirements of being a listed company may strain our resources.</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>Any future issuance of Equity Shares or convertible securities or other equity linked securities by our
Company may dilute your shareholding and sales of the Equity Shares by our major shareholders may
adversely affect the trading price of the Equity Shares.</li><li>Foreign investors are subject to foreign investment restrictions under Indian laws that may limit our
ability to attract foreign investors, which may have a material adverse impact on the market price of the
Equity Shares.</li><li>Rights of shareholders of companies under Indian law may be more limited than under the laws of other
jurisdictions.</li><li>Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.</li><li>A third party could be prevented from acquiring control of our Company because of anti-takeover
provisions under Indian law.</li><li>Subsequent to the listing of the Equity Shares, we may be subject to pre-emptive surveillance measures,
such as the Additional Surveillance Measures and the Graded Surveillance Measures by the Stock
Exchanges in order to enhance the integrity of the market and safeguard the interest of investors.</li></ul>