Azad Engineering

Risks

• Its business is dependent on the sale of its products to key customers. The loss of any of the company key customers or loss of revenue from sales to its customers could have a material adverse effect on its business, results of operations, financial condition, cash flows and future prospects.

• The company is highly dependent on its Hyderabad facilities for the entire portion of the company revenue from operations. Any disruption, breakdown or shutdown of its Hyderabad facility may adversely affect the company`s business, results of operations, financial condition, cash flows and future prospects.

• Any failure to compete effectively in the highly competitive global industry of high precision and mission critical components manufacturing could have a material adverse effect on its business, results of operations, financial condition, cash flows and future prospects.

• Its contracts/ purchase orders may not be indicative of the company future growth rate or new business orders its will receive in the future. Further, the company may not realize all of the revenue expected from its contracts/ purchase orders.

• The global nature of its operations exposes it to numerous risks that could materially adversely affect its business, results of operations, financial condition, cash flows and future prospects.

• The markets in which its customers compete are characterized by sectors specific to the industries which the company cater to, and their rapidly changing preferences and other related factors including lower manufacturing costs. Accordingly, its may be affected by any disruptions in the industry which can adversely impact its business, financial condition, results of operations, cash flows and prospects.

• There may be problems with the products its manufacture that could result in liability claims against it, reduced demand for our products and damage to its reputation.

• The company is highly dependent on its Promoter and its management team, senior management personnel and key managerial personnel and the loss of any key team member may adversely affect its business performance.

• The company depends on third party suppliers for raw materials, plant, machinery and components, which are on a purchase order basis. Such suppliers may not perform, or be able to perform their obligations in a timely manner, or at all and any delay, shortage, interruption, reduction in the supply of or volatility in the prices of raw materials, plant, machinery and components on which its relies may have a material adverse effect on the company`s business, results of operations, financial condition, cash flows and future prospects.

• The company is subject to strict compliance of quality requirements which results in incurring significant expenses to maintain its product quality. Any failure in maintaining the company quality accreditations and certifications may negatively impact its brand and reputation which may adversely affect the company`s business, results of operations, financial condition, cash flows and future prospects.

• Any defaults or delays in payment by a significant portion of its customers, may have an adverse effect on business, results of operations, financial condition, cash flows and future prospects.

• Some of its manufacturing facilities and offices including the company Registered and Corporate Office are located on land parcels that are not owned by it and are held by the company on a leasehold basis. In the event its lose or are unable to renew such leasehold rights, its business, results of operations, financial condition, cash flows and prospects may be adversely affected.

• Its funding requirements and proposed deployment of the Net Proceeds are based on management estimates and the company has not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer. the company has relied on the quotations received from third parties for estimation of the cost for its capital expenditure requirements and have not been independently appraised by a bank or a financial institution.

• The company is required to comply with certain restrictive covenants under its financing agreements. Any non-compliance may lead to, amongst others, suspension of further drawdowns, which may adversely affect its business, results of operations, financial condition, cash flows and future prospects.

• The company has had negative cash flows in prior periods and may continue to have negative cash flows in the future.

• Unplanned slowdowns or shutdowns of its manufacturing operations could have an adverse effect on its business, results of operations, financial condition, cash flows and future prospects.

• Its Promoter will continue to retain significant shareholding in the Company after the Offer, which will allow it to exercise control over it.

• This Draft Red Herring Prospectus contains information from an industry report which the company has paid for and commissioned from EY LLP, appointed by the Company pursuant to an engagement letter dated July 18, 2023. There can be no assurance that such third-party statistical, financial and other industry information is either complete or accurate.

• If the company is unable to sustain or manage its growth, its business, results of operations, financial condition, cash flows and future prospects may be materially adversely affected.

• Its proposed capacity expansion plans via the company new manufacturing facilities are subject to the risk of unanticipated delays in implementation and cost overruns.

• While the company has placed some purchase orders in relation to some of the capital expenditure and infrastructure expenses for its new manufacturing facilitiy at Tuniki Bollaram village in Siddipet district, Telangana, its in the process of placing firm orders for the rest of the capital expenditure to be incurred at that facility and capital expenditure to be incurred at the Mangampet village, Sangareddy district, Telangana. In the event of any delay in placing the orders, or in the event the vendors are not able to provide the equipment in a timely manner, or at all, may result in time and cost over-runs and its business, prospects and results of operations may be adversely affected.

• Some of its historical corporate records, including those relating to allotments of its Equity Shares in the past, are not traceable.

• Its insurance coverage may not be adequate to protect it against all potential losses or to satisfy potential claims, which may have an adverse effect on its business, results of operations, financial condition, cash flows and future prospects.

• The company is dependent on third parties for the transportation and timely delivery of its products to customers.

• There are outstanding legal proceedings involving the Company and adverse outcomes in such proceedings may negatively affect its business, results of operations, financial condition, cash flows and future prospects.

• If the company is unable to obtain, protect or use its intellectual property rights, its business may be adversely affected.

• The activities carried out at its manufacturing facilities, including any hazardous activity, can cause injury to people or property in certain circumstances.

• Its may be affected by strikes, work stoppages or increased wage demands by its employees that could interfere with its operations.

• Non-compliance with and changes in, safety, health, factories, import export, environmental and labour laws and other applicable regulations, may adversely affect its business, results of operations, financial condition, cash flows and future prospects.

• Cyber risk and the failure to maintain the integrity of its operational or security systems or infrastructure, or those of its customers or other third parties with which the company conduct business, could have a material adverse effect on its business, results of operations, financial condition, cash flows and future prospects.

• The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest.

• Its failure to keep its technical knowledge confidential could erode its competitive advantage.

• COVID-19 has had, and could continue to have, an adverse effect on its business, results of operations, financial condition, cash flows and future prospects.

• A downgrade in its credit rating could adversely affect its ability to raise capital in the future.

• The company has working capital requirements and may requires additional financing to meet those requirements, which could have an adverse effect on its business, results of operations, financial condition, cash flows and future prospects.

• The company has, in the preceding one year, issued Equity Shares at a price which could be lower than the Offer Price. The price at which its have issued Equity Shares during the last one year from the date of this Draft Red Herring Prospectus may not be indicative of the Offer Price.

• The company depends on its brand recognition. Negative publicity, failure to maintain and enhance awareness of its brand or any damage to its reputation could have a material adverse effect on the company`s business.

• The company has contingent liabilities in its balance sheet, as stated in its Restated Financial Information, as on June 30, 2023. The realization of its contingent liabilities may adversely impact its profitability and may have a material adverse effect on its results of operations and financial condition.

• The company had unspent CSR amounts in Fiscal 2021 which were utilised in Fiscal 2023. Its cannot assure you that the company will utilise CSR amounts in the future in a timely manner which could result in penalties.

• Its Statutory Auditors have indicated certain matters in their report on the audited financial statements of the Company for Financial Years 2023, 2022 and 2021 in accordance with the Companies (Auditor`s Report) Order, 2003 ("CARO").

• The company engage contract workers for carrying out certain functions of its business operations. In the event of nonavailability of such contract workers at reasonable cost, any adverse regulatory orders or any default on payments to them by the agencies could lead to disruption of the manufacturing facilities and its business operations.

• Its ability to pay dividends in the future will depends on a number of factors, including but not limited to its earnings, financial condition, profit after tax available for distribution, cash flow, cash balance, debt-raising capacity, working capital requirements, liquidity and return ratios and restrictive covenants of its financing arrangements.

• A portion of the Net Proceeds may be utilized for repayment or pre-payment of a loan availed by the Company from ICICI Bank Limited, which is an affiliate of ICICI Securities Limited, one of the BRLMs.

• Some of its Directors, the company Promoter, Senior Management and Key Managerial Personnel have interests other than reimbursement of expenses incurred and normal remuneration or benefits in the Company.

• Its Directors or Promoter may enter into ventures that may lead to real or potential conflicts of interest with its business.

• Certain Non-GAAP financial measures and other statistical information relating to its operations and financial performance have been included in this Draft Red Herring Prospectus. These Non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable with those presented by other companies.