<ul><li>A substantial portion of our revenue is derived from the sale of our key products, namely Lead and Lead Alloy Ingots and Copper and Copper Ingots constituting 39.46% and 44.82% respectively of our revenue from operation in Fiscal 2025. Any loss of sales due to reduction in demand for these products could adversely affect our business, financial condition, results of operations and cash flows.</li><li>We are subject to strict quality requirements and are consequently required to incur significant expenses to maintain our product quality. Any failure to comply with such quality standards may lead to cancellation of existing and future orders which may adversely affect our reputation, financial conditions, cash flows and results of operations.</li><li>We depend on third party suppliers for the supply of scrap required for our business operations. Any
disruptions in the supply or availability of the scraps or fluctuations in their prices may have an adverse impact on our business operations, cash flows and financial performance.</li><li>Any disruption or shortage of essential utilities could disrupt our operations and increase our
production costs, which could adversely affect our results of operations.</li><li>In past, there have been disciplinary action imposed by SEBI or stock exchanges against our Promoter. We cannot assure you in the future there will no such action or regulatory proceeding initiated against us.</li><li>Majority portion of the Net Proceeds may be utilized for repayment or pre-payment of working capital loans. Our management will have broad discretion over the use of the Net Proceeds.</li><li>Any variation in the utilisation of the Net Proceeds or in the terms of any contract as disclosed in the Draft Red Herring Prospectus would be subject to certain compliance requirements, including prior shareholders' approval.</li><li>We are dependent on contract labour and any disruption to the supply of such labour for our Recycling Facilities or our inability to control the composition and cost of our contract labour could adversely affect our operations.</li><li>There have been certain instances of delays in payment of statutory dues by our Company. Inability to make timely payment of our statutory dues could require us to pay interest on the delay in payment of statutory dues which could adversely affect our business, our results of operations and financial
condition.</li><li>We may not be able to diversify into new product lines which may adversely affect our business,
revenue from operations, cash flows and financial condition.</li><li>One of our Promoter Group, Geetha K Jain was restrained from accessing the securities market and buying, selling or dealing in securities. </li><li>Our contingent liabilities as stated in our Restated Financial Statements could adversely affect our financial condition.</li><li>We enter into certain related party transactions in the ordinary course of our business, and we cannot assure you that such transactions will not adversely affect our business, results of operations, profitability and margins, cash flows and financial condition.</li><li>There have been certain instances of incorrect and untraceable information for filings done by our
Company. Consequently, we may be subject to regulatory actions and penalties for any such noncompliance and our business, financial condition and reputation may be adversely affected.</li><li>We have historically derived a significant portion of our revenue from our top customer, top five
customers and top 10 customers. The loss of any of these customers may adversely affect our revenues
and profitability.</li><li>We have a limited operating history, and our historical performance may not be indicative of our future growth or financial results.</li><li>Civil disturbances, regional conflicts, political instabilities in and hostilities with China may have an adverse effect on our business operations and cash flows.</li><li>Under-utilization of our capacities in our recycling operations and an inability to effectively utilize our expanded capacities could have an adverse effect on our business, future prospects and future financial performance.</li><li>The Executive Directors of our Company don't have the experience of a listed company and the
requirements of being a listed company may strain our resources. </li><li>We have experienced negative cash flows from operating, investing and financing activities in previous periods and cannot assure you that we will not experience negative cash flows in future periods. Negative cash flows may adversely affect our financial condition, results of operations and prospects.
</li><li>We rely on third-party logistics services for procurement of raw materials and for supply of our products and failure by any of our transportation providers could result in loss in sales.</li><li>There are outstanding legal proceedings involving our Company, its Directors, Promoter, Subsidiaries, Key Managerial Personnel, Senior Management and Group Companies. Any adverse outcome in such proceedings may adversely affect our reputation, business, results of operations, profitability and margins, cash flows and financial condition.</li><li>The geographical concentration of our Recycling Facilities may restrict our operations and adversely affect our business, results of operations and financial conditions.</li><li>Our Registered Office and our Facilities are located on leased premises including from our Related Parties. Further, the leasehold arrangements entered by the Company with the SIPCOT place certain restrictions on the Company the violation of which may adversely affect the business operations of the Company. </li><li>We have undertaken and may continue to undertake investments, acquisitions in the future, which may
be difficult to integrate and manage. Further, our strategic partners may not perform their obligations satisfactorily and their interests may differ from ours, which could have a material adverse effect on our business and results of operations.</li><li>Our existing international operations and our plans to expand into additional overseas markets subject us to various business, economic, political, regulatory and legal risks.</li><li>Our operations require individuals to work under potentially dangerous circumstances. These activities can be extremely dangerous and any accident, including any spill-over of high temperature liquid metal could cause serious injury to people or property and in certain circumstances, even death, during transit and this may adversely affect our production schedules, costs, sales and ability to meet customer demand.</li><li>Negative publicity against us, our Subsidiaries, our Promoter, Promoter Group, our customers or any
of our or their affiliates could cause us reputational harm and could have an adverse effect on our business, results of operations, cash flows and financial condition.</li><li>We have incurred indebtedness, and an inability to comply with repayment and other covenants in our
financing agreements could adversely affect our business and financial condition.</li><li>We have unsecured loans that may be recalled by the lenders at any time and we may not have adequate funds to make timely payments or at all. Any failure to service such unsecured loans or discharging any obligations thereunder could have a material adverse effect on our cash flows and financial condition.</li><li>We face competition in our product line (from both organized and unorganized players), including from
competitors that may have greater financial and marketing resources. Failure to compete effectively may have an adverse impact on our business, financial condition, results of operations and cash flows.</li><li>Our failure to identify and understand evolving industry trends and preferences and to develop new
alloys to meet our customers' demands may materially adversely affect our business.</li><li>We may not be successful in implementing our strategies, which could adversely affect our business, cash flows, results of operations and future prospects.
</li><li>Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit ratings or a poor rating may restrict our access to capital and thereby adversely affect our business, financial conditions, cash flows and results of operations.</li><li>Information relating to the annual installed capacity, actual production and capacity utilization of our operational recycling and refining facilities included in this Draft Red Herring Prospectus is based on various assumptions and estimates and production and capacity may vary. </li><li>We are subject to risks arising from interest rate fluctuations, which could reduce our profitability and adversely affect our business, cash results of operations, cash flows and financial condition.</li><li>We may require financing to support our current operations, expansion plans or adapt to changes in
business conditions, but we may not be able to obtain additional financing on favourable terms or at all. In case we are unable to raise adequate capital in a timely manner and on acceptable terms, or at all, our business, results of operations, profitability and margins, cash flows and financial condition could be adversely affected.</li><li>Failure to manage our inventory could have an adverse effect on our business, results of operations, profitability and margins, cash flows and financial condition.</li><li>With the expanded capacities for our business segments, we may require additional financing to meet those requirements, which could have an adverse effect on our business, results of operations and financial condition.</li><li>We are subject to stringent labour laws or other industry standards and any strike, labour unrest, work stoppage or increased wage demand by our employees or any other kind of disputes with our employees could adversely affect our business, financial condition, results of operations and cash flows.</li><li>Our operations involve activities and materials which are hazardous in nature and could result in a suspension of operations and/or the imposition of civil or criminal liabilities which could adversely affect our business, results of operations, cash flow and financial condition.</li><li>We are subject to various law and regulations, in jurisdictions where we operate, including
environmental and health and safety laws and regulations, which may subject us to increased
compliance costs, which may in turn result in an adverse effect on our financial condition. Further, in case we fail to obtain, maintain or renew statutory and regulatory licenses, permits and approvals required for our business and operations, our business, results of operations, financial condition and cash flows may be adversely affected.</li><li>We are dependent on a number of key management personnel and senior management and the loss
of such persons, or our inability to attract and retain key management personnel and senior
management in the future, could adversely affect our business, growth prospects, results of
operations and cash flows.</li><li>Our Directors, Key Managerial Personnel and Senior Management have interests in our Company in
addition to their remuneration and reimbursement of expenses.</li><li>Our inability to collect receivables and default in payment from our customers could result in the
reduction of our profits and affect our cash flows.</li><li>Any material deviation in the utilisation of Proceeds of the Offer shall be subject to applicable law.
</li><li>Failure or disruption of our IT and/or ERP systems may adversely affect our business, financial
condition, results of operations and prospects.</li><li>Our insurance coverage may not be adequate to protect us against all material risks, which may
adversely affect our business, results of operations and financial condition.</li><li>If we are unable to establish and maintain an effective internal controls and compliance system, our business and reputation could be adversely affected.</li><li>We have historically derived a significant portion of our revenue from our top customer, top five customers and top 10 customers, and we do not have long-term contracts with majority of such customers. The loss of any of these customers may adversely affect our revenues and profitability.</li><li>Our Promoter and Promoter Group will continue to retain majority shareholding in us after the Offer, which will allow them to exercise significant influence over us.</li><li>Any failure to protect and leverage our intellectual property rights could adversely affect our competitive position, business, financial condition and results of operation. We may also inadvertently infringe on the intellectual property rights of others and infringement claims could subject us to significant liability for damages and potentially injunctive action, which could harm our competitive position.</li><li>Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of our financing arrangements.</li><li>This Draft Red Herring Prospectus includes certain Non-GAAP Measures, financial and operational
performance indicators and other industry measures related to our operations and financial
performance. The Non-GAAP Measures and industry measures may vary from any standard methodology that is applicable across the Indian metal recycling industry and, therefore, may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies. </li><li>The proceeds from the Offer for Sale will be paid to the Selling Shareholders, including our Promoter.</li><li>Industry information included in this Draft Red Herring Prospectus has been derived from the CRISIL Report, which was prepared by CRISIL MI&A and exclusively commissioned and paid for by our
Company for the purposes of the Offer, and any reliance on information from the CRISIL Report for
making an investment decision in the Offer is subject to inherent risks.</li><li>In the past, there have been disciplinary action imposed by SEBI or stock exchanges against our Promoter. We cannot assure you in the future there will no such action or regulatory proceeding initiated against us.</li><li>We are subject to strict quality requirements and have experienced cancellation of 11, 29 and 30 customer orders in Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Any failure to comply with such quality standards may lead to cancellation of existing and future orders which may adversely affect our reputation, financial conditions, cash flows and results of operations.</li><li>We depend on third party suppliers for the supply of scraps required for our business operations. Approximately 75%-80% of our total scrap requirement is imported, based on the average of our procurement data for the last three financial years. Any disruptions in the supply or availability of the scraps or fluctuations in their prices may have an adverse impact on our business operations, cash flows and financial performance.</li><li>Any disruption or shortage of essential utilities could disrupt our operations and increase our production costs, which could adversely affect our results of operations.</li><li>Industry information included in this Red Herring Prospectus has been derived from the CRISIL Report, which was prepared by CRISIL MI&A and exclusively commissioned and paid for by our Company for the purposes of the Offer , and any reliance on information from the CRISIL Report for making an investment decision in the Offer is subject to inherent risks including potential inaccuracies, assumptions and limitations associated with third-party data.</li><li>Our valuation based on certain financial parameters may be higher compared to some of our peers and the industry, which could adversely affect investors' perception of our Company.</li><li>We face competition in our product line (from both organized and unorganized players), including from competitors that may have greater financial and marketing resources. Failure to compete effectively may have an adverse impact on our business, financial condition, results of operations and cash flows.</li><li>Our Promoter and Promoter Group will continue to retain majority shareholding in us after the Offer, which will allow them to exercise significant influence over us.</li><li>Failure to successfully diversify may adversely affect our business, financial condition, results of operations, and cash flow</li><li>We rely on third-party logistics services for procurement of raw materials and for supply of our products and failure by any of our transportation providers could result in loss in sales.</li><li>We have undertaken and may continue to undertake investments, acquisitions in the future, which may be difficult to integrate and manage. Further, our strategic partners may not perform their obligations satisfactorily and their interests may differ from ours, which could have a material adverse effect on our business and results of operations.</li><li>The geographical concentration of our Recycling Facilities may restrict our operations and adversely affect our business, results of operations and financial conditions.</li><li>We have experienced negative cash flows from investing activities in previous periods and cannot assure you that we will not experience negative cash flows in future periods. Negative cash flows may adversely affect our financial condition, results of operations and prospects.</li><li>We are exposed to risks associated with foreign exchange rate fluctuations.</li><li>Information relating to the annual installed capacity, actual production and capacity utilization of our operational recycling and refining facilities included in this Red Herring Prospectus is based on various assumptions and estimates and production and capacity may vary.</li><li>We are dependent on a number of key management personnel and senior management and the loss of such persons, or our inability to attract and retain key management personnel and senior management in the future, could adversely affect our business, growth prospects, results of operations and cash flows.</li><li>We are subject to risks arising from interest rate fluctuations, which could reduce our profitability and adversely affect our business, cash results of operations, cash flows and financial condition.</li><li>Majority portion of the Net Proceeds may be utilized for repayment or pre-payment of short-term working capital loans. Our management will have broad discretion over the use of the Net Proceeds.</li><li>Our ability to vary the utilisation of the Net Proceeds or the terms of any contract as disclosed in the Red Herring Prospectus would be subject to certain compliance requirements, including prior shareholders' approval.</li><li>We are dependent on contract labour and any disruption to the supply of such labour for our Recycling Facilities or our inability to control the composition and cost of our contract labour could adversely affect our operations.</li><li>There have been certain instances of delays in payment of statutory dues by our Company. Inability to make timely payment of our statutory dues could require us to pay interest on the delay in payment of statutory dues which could adversely affect our business, our results of operations and financial condition.</li><li>The Executive Directors of our Company don't have the experience of a listed company and the requirements of being a listed company may strain our resources.</li><li>We may not be able to diversify into new product lines which may adversely affect our business, revenue from operations, cash flows and financial condition.</li><li>One of our member of our Promoter Group, Geetha K Jain was restrained from accessing the securities market and buying, selling or dealing in securities.</li><li>Our contingent liabilities as stated in our Restated Financial Statements could adversely affect our financial condition. cash flows, and results of operations if they become due and payable.</li><li>We enter into and may continue to enter into, related party transactions in the ordinary course of our business. Such transactions constituted 19.46% of our revenue from operations in Fiscal 2025, 10.12% in Fiscal 2024, and 22.46% in Fiscal 2023. We cannot assure you that such transactions will not adversely affect our business, results of operations, profitability and margins, cash flows and financial condition.</li><li>There have been certain instances of incorrect and untraceable information for filings done by our Company. 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>The proceeds from the Offer for Sale will be paid to the Selling Shareholders, including our Promoter.</li><li>We have a limited operating history, and our historical performance may not be indicative of our future growth or financial results.</li><li>A substantial portion of our export revenue is derived from China, and any civil disturbances, regional conflicts, political instabilities in, or hostilities with China, may have an adverse effect on our business, financial condition, cash flows and results of operations.</li><li>Under-utilization of our capacities in installed capacities, including actual capacity utilization at each of our manufacturing facilities, and an inability to effectively utilize our expanded capacities could have an adverse effect on our business, future prospects and future financial performance.</li><li>There are outstanding legal proceedings involving our Company, its Directors, Promoter, Subsidiaries, Key Managerial Personnel, Senior Management and Group Companies. Any adverse outcome in such proceedings may adversely affect our reputation, business, results of operations, profitability and margins, cash flows and financial condition.</li><li>Our Registered Office and Corporate Office and our Recycling Facilities are located on leased premises, including those taken from our Promoter and member of Promoter Group, third parties, and government authorities such as SIPCOT. Further, the leasehold arrangements entered by the Company with the SIPCOT place certain restrictions on the Company the violation of which may adversely affect the business operations of the Company.</li><li>Our existing international operations and our plans to expand into additional overseas markets subject us to various business, economic, political, regulatory and legal risks.</li><li>Negative publicity against us, our Subsidiaries, our Promoter, Promoter Group, our customers, our suppliers or any of our or their affiliates could cause us reputational harm and could have an adverse effect on our business, results of operations, cash flows and financial condition.</li><li>We have incurred indebtedness, and an inability to comply with repayment and other covenants in our financing agreements could adversely affect our business and financial condition.</li><li>We have unsecured loans that may be recalled by the lenders at any time and we may not have adequate funds to make timely payments or at all. Any failure to service such unsecured loans or discharging any obligations thereunder could have a material adverse effect on our cash flows and financial condition.</li><li>Our failure to identify and understand evolving industry trends and preferences and to develop new alloys to meet our customers' demands may materially adversely affect our business.</li><li>We may not be successful in implementing our strategies, which could adversely affect our business, cash flows, results of operations and future prospects.</li><li>Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit ratings or a poor rating may restrict our access to capital and thereby adversely affect our business, financial conditions, cash flows and results of operations.</li><li>We may require financing to support our current operations, expansion plans or adapt to changes in business conditions, but we may not be able to obtain additional financing on favourable terms or at all. In case we are unable to raise adequate capital in a timely manner and on acceptable terms, or at all, our business, results of operations, profitability and margins, cash flows and financial condition could be adversely affected.</li><li>Failure to manage our inventory including instances of shortage or surplus, could have an could have an adverse effect on our business, results of operations, profitability and margins, cash flows and financial condition.</li><li>With the expanded capacities for our business segments, we may require additional financing to meet those requirements, which could have an adverse effect on our business, results of operations and financial condition.</li><li>Our business may be adversely affected by changes in international laws, sanctions, or trade restrictions, including limitations on market access, supply chain disruptions, and increased compliance costs.</li><li>We are subject to stringent labour laws or other industry standards and any strike, labour unrest, work stoppage or increased wage demand by our employees or any other kind of disputes with our employees could adversely affect our business, financial condition, results of operations and cash flows.</li><li>Our operations involve working under potentially dangerous conditions, particularly during the melting and transportation of high-temperature liquid metal. These activities carry significant risks, including the potential for accidents which could cause severe injury or even fatalities, as well as damage to property. Such incidents could disrupt production schedules, increase operational costs, and hinder our ability to fulfill customer orders, negatively impacting our business and financial performance.</li><li>We are subject to various law and regulations, in jurisdictions where we operate, including environmental and health and safety laws and regulations, which may subject us to increased compliance costs, which may in turn result in an adverse effect on our financial condition. Further, in case we fail to obtain, maintain or renew statutory and regulatory licenses, permits and approvals required for our business and operations, our business, results of operations, financial condition and cash flows may be adversely affected.</li><li>Our Directors, Key Managerial Personnel and Senior Management have interests in our Company in addition to their remuneration and reimbursement of expenses.</li><li>Our inability to collect receivables and default in payment from our customers could result in the reduction of our profits and affect our cash flows.</li><li>Any variation or material deviation in the utilisation of the Net Proceeds or in the terms of any contract disclosed in this Red Herring Prospectus shall be subject to compliance with applicable law, including prior shareholders' approval, and may adversely affect our business and results of operations.</li><li>Failure or disruption of our IT and/or ERP systems may adversely affect our business, financial condition, results of operations and prospects.</li><li>Our insurance coverage may not be adequate to protect us against all material risks, which may adversely affect our business, results of operations and financial condition.</li><li>If we are unable to establish and maintain an effective internal controls and compliance system, our business and reputation could be adversely affected.</li><li>Fraud, theft, employee negligence or similar incidents may adversely affect our results of operations and cash flows.</li><li>Any failure to protect and leverage our intellectual property rights could adversely affect our competitive position, business, financial condition and results of operation. We may also inadvertently infringe on the intellectual property rights of others and infringement claims could subject us to significant liability for damages and potentially injunctive action, which could harm our competitive position.</li><li>Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of our financing arrangements.</li><li>This Red Herring Prospectus includes certain Non-GAAP Measures, financial and operational performance indicators and other industry measures related to our operations and financial performance. The Non-GAAP Measures and industry measures may vary from any standard methodology that is applicable across the Indian metal recycling industry and, therefore, may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies</li><li>Our pricing and profitability are significantly dependent on the market prices of lead, copper, and aluminium, which are beyond our control and subject to significant volatility.</li><li>Certain of our equity shares are held by an associate of one of our Book Running Lead Managers.</li><li>We are heavily dependent on imports for aluminium scrap due to lack of an efficient ecosystem for domestic scrap collection and processing facilities in India.</li><li>Certain immovable assets of the Company, including land and buildings, have been mortgaged in favour of banks and financial institutions as security for various loans and credit facilities availed by the Company. Enforcement of security may adversely impact business operations</li></ul>