ATC Energies

Risks

• The lithium battery industry is vulnerable to supply chain disruptions caused by its reliance on a few critical raw materials like lithium, nickel, cobalt, graphite, and manganese, which, if disrupted, can lead to shortages and higher costs and adversely impact its profitability.

• The company does not have long term contracts or exclusive arrangements with any of its suppliers, and a significant increase in the cost of, or a shortfall in the availability, or deterioration in the quality, of such input materials could have an adverse effect on its business and results of operations.

• The company is dependent on, and derives a substantial portion of its revenue from, two customers, namely M/s Agarwal Trading Company and M/s. Hind Industries - both categorised as "Promoter Group entities". Reduction in orders from these customers could have a material adverse effect on its business, results of operations and financial condition. The dependency on these two customers may lead to real or potential conflicts of interest for the Company.

• The company has had negative cash flows in the past and may have negative cash flows in the future.

• The company is significantly reliant on the banking industry for sale of its products.

• Heavy dependence on raw material imports from China poses a substantial risk for it, as disruptions due to political tensions or trade disputes can lead to supply chain interruptions, quality control issues, and heightened competition, which could adversely affect its business, results of operations and financial condition.

• The loss of any of its key customers or significant reduction in production and sales of, or demand for the company products from its significant customers may adversely affect the company business, results of operations and financial condition.

• The company has in past entered into related party transactions and its may continue to do so in the future.

• Its Promoter is interested in the Company in the form of rental income from leasing of 5 factory units at Vasai in addition to provision of interest free unsecured loan.

• If there is a decline in demand for the products where its batteries are used, it could significantly decrease the demand of its products and thereby affect the company business, financial condition, results of operations.

• The Company has a high working capital requirement and if the Company is unable to raise sufficient working capital the operations of the Company will be adversely affected.

• The Company has not placed purchase orders for capital expenditure.

• The company does not own its Registered Office and the Vasai factory units have been taken on leave and licence or lease. Any termination of these agreements may require it to vacate such premises and adversely affect its business operations.

• The Company has not insured for specific risks associated with the business. Its inability to maintain adequate insurance cover in connection with the company business may adversely affect its operations and profitability.

• None of the Directors of the Company have experience of being a Director of a listed company.

• There have been certain delays in payment of statutory dues in the past. Any delay in payment of statutory does in the future may result in the imposition of penalties and in turn may have an adverse effect on its business, financial conditions, results of operations and cash flows.

• Disruptions in supply-chain logistics can impact its sales and results of operation.

• The company provide warranty on its products. If its subject to warranty claims and costs incurred because of product recalls, it could expose it to costs and liabilities and adversely affect the company reputation, business, revenues and profitability.

• Its Industry is labour intensive and the company business operations may be adversely affected by strikes, work stoppages or increased wage demands by its employees.

• Its facilities are dependent on adequate and uninterrupted supplies of electricity and fuel; shortage or disruption in electricity or fuel supplies may lead to disruption in operations, higher operating cost and consequent decline in operating margins.

• The company has exported its product namely Electric 2-Wheeler batteries to African Countries. Any adverse events affecting these countries could have an adverse impact on its results from operations.

• Its may not be able to scale the company business quickly enough to meet its customers` growing needs and if the company is not able to grow efficiently, its operating results could be harmed.

• Its failure to identify and understand evolving industry trends and preferences to develop new products to meet the company customers` demands or its limitation including on account of knowledge of new segments into which the company is expanding may adversely affect its business.

• Some of its agreements may be under stamped or inadequately stamped and if any financial or judicial implication arises out of the same it may have an adverse effect on the Company`s business and reputation.

• The company is dependent on its Promoter, Directors, Key Managerial Personnel and the company senior management for the execution of its business strategy. The loss of, or the company inability to attract or retain such persons could adversely affect its business, results of operations and financial condition.

• The company engage in foreign currency transactions, which expose it to adverse fluctuations in foreign exchange rates. Fluctuations in the exchange rate between the Rupee and other currencies may adversely affect its operating results.

• The company relies on the continued operations of its facilities and any slowdown, shutdown or disruption may be caused by natural and other disasters causing unforeseen damages which may lead to disruptions in its business and operations could have an adverse effect on the company business, results of operations, financial condition and cash flows.

• The company faces competition from both domestic as well as international players and its inability to compete effectively may have a material adverse impact on the company business and results of operations.

• Any delays in the schedule of implementation of its proposed objects could have an adverse impact on the company business, financial condition and results of operations.

• Its commercial success is largely dependent upon the company ability to successfully forecast demand for its products and plan production schedules and utilize and manage the company resources to make existing products, develop and introduce new products that meets the end users` needs on a timely basis. Any failures to do so, might impact its ability to compete effectively and impact the company business, cash flows, financial condition, results of operations, and growth prospects.

• Information relating to its capacities and capacity utilization of the company facilities included in this Red Herring Prospectus is based on various assumptions and estimates and actual capacity utilization may vary.

• Its may not be able to successfully manage the growth of the company business if its unable to maintain adequate internal systems, processes and controls.

• Interest free, unsecured loan taken by the Company from the Promoter, Sandeep Gangabishan Bajoria, may be recalled at any time.

• Failures to obtain or renew approvals, licenses, registrations and permits to operate its business in a timely manner, or at all, may adversely affect its business, financial condition, cash flows and results of operations.

• Compliance with, and changes in, safety, health and environmental laws and various labour, workplace and related laws and regulations including terms of approvals granted to it, may increase the company compliance costs and as such adversely affect its business, results of operations and financial condition.

• Excess rate of attrition amongst the personnel engaged by out Company may have an adverse impact on its business operations.

• In addition to the existing indebtedness of the Company, its may incur further indebtedness during the course of business.

• Its ability to pay dividends in the future may be affected by any material adverse effect on its future earnings, financial condition or cash flows.

• Its Promoters and members of the Promoter Group have significant control over the Company and have the ability to direct its business and affairs; their interests may conflict with your interests as a shareholder.

• This Red Herring Prospectus contains information from industry sources including the industry report commissioned from Dun and Bradstreet Information Services India Private Limited. Prospective investors are advised not to place undue reliance on such information.

• The Company will not receive any proceeds from the Offer for Sale portion of the Offer.

• Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, IFRS and U.S. GAAP, which may be material to investors` assessments of its financial condition, result of operations and cash flows.

• The deployment of funds raised through this Offer shall not be subject to any Monitoring Agency.

• Employee fraud or misconduct could harm it by impairing the company ability to attract and retain customers and subject it to significant legal liability and reputational harm.

• The Equity Shares have never been publicly traded and the Offer may not result in an active or liquid market for the Equity Shares. Further, the price of the Equity Shares may be volatile, and you may be unable to resell the Equity Shares at or above the Offer Price.

• Any further issuance of Equity Shares, or convertible securities or other equity linked instruments by it may dilute your shareholding.

• Sale of Equity Shares by our Promoter and Promoter Group in future may adversely affect the market price of the Equity Shares.

• There are restrictions on daily movements in the trading price of the Equity Shares, which may adversely affect a shareholder`s ability to sell Equity Shares or the price at which Equity Shares can be sold at a particular point in time.

• The determination of the Price Band and Offer Price is based on various factors and assumptions and the Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer.

• There is no guarantee that the Equity Shares will be listed on the NSE in a timely manner or at all.

• Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby suffer future dilution of their ownership position.

• 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.

• A third party could be prevented from acquiring control of the Company because of anti-takeover provisions under Indian law.

• The Company may be subject to pre-emptive surveillance measures like Additional Surveillance Measure (ASM) and Graded Surveillance Measures (GSM) by the Stock Exchange in order to enhance market integrity and safeguard the interest of investors, once the Equity Shares of the Company are listed.