Exicom Tele-Sys.

Established player in the Indian EV Charger market, with an early-mover-and-learner advantage in a fastgrowing industry characterized by high entry barriers.

Domain experience and know-how and diversified product portfolio with a track record of demonstrated outcomes in critical cases.

Vertically integrated operations, backed by manufacturing capabilities, robust supply chain, significant research and development activities and sales and marketing initiatives.

Significant product development and focussed engineering capabilities.

Track record of long-standing relationships with an established customer base.

Experienced and qualified leadership and management team.

Its electric vehicle supply equipment business ("EV Charger Business") is correlated with and thus dependent upon the continuing rapid adoption of, and demand for electric vehicles ("EVs")

The company is dependent on the five most significant customers under its critical power solutions business ("Critical Power Business"), who contributed over 50% of its revenue from operations in each of the last three Financial Years. Loss of any of these customers or a reduction in purchases by any of them could adversely affect its business, results of operations and financial condition.

The company is dependent on global suppliers for the supply of raw materials and key inputs and may not be able to reduce its dependency on such imports. If critical components or raw materials become scarce or unavailable, then its may incur delays in manufacturing and delivery of its products and in completing its development programs, which could damage the company business.

Its operations are dependent on the company continued research and development initiatives, and its inability to identify and understand, or keep up with evolving industry trends, technological advancements, customer preferences and develop new products to meet its customers` demands may adversely affect its business.

The disruption, shutdown or breakdown of operations at its manufacturing facilities may have a material adverse effect on its business, financial condition and results of operations.

The company typically do not enter into long-term arrangements with its customers, and do not have any firm commitment of quantity or price of products to be supplied thereunder. If its customers choose not to renew their agreements with it or continue to place order with the company, its business and results of operations will be adversely affected.

The company derived a portion (more than 50%) of its revenue from operations in each of the last three Financial Years from customers in the Indian telecommunication sector. Any adverse changes in the Indian telecommunications sector could adversely impact its business, results of operations and financial condition.

The company depends on third parties for the uninterrupted supply of components and raw material and delivery of its products. Volatility in the price or disruption in the supply of raw materials or failure of its suppliers to meet their obligations could impact its production and increase its costs.

If the current sales of its Li-ion based energy storage solutions ("Li-ion Batteries") are not maintained due to, amongst others, any delay in the industry wide adoption of Li-ion Batteries or its obsolescence in the future, its business, financial condition and results of operations may be adversely affected.

A portion of its revenue from its Critical Power Business is dependent on it winning bids. Bidding for a tender involves various management activities such as cost estimations and an inability to accurately measure the cost may lead to loss of tender creating an adverse impact on its business, results of operations, financial condition and cash flows.

Its inability to collect receivables and defaults in payment from its customers could result in the reduction of the company profits and affect its cash flows.

Its proposed plans relating to setting up a manufacturing facility on industrial land allotted to it by the Telangana State Industrial Development Corporation are subject to the risk of unanticipated delays in obtaining approvals, implementation and cost overruns.

The company intend to utilize a portion of the Net Proceeds for procurement of plant and machinery for the Planned Telangana Facility that the company is yet to place orders for.

The company depends on its Promoters, Directors, Key Managerial Personnel and Senior Management, and its employees with technical qualifications, and the company inability to attract or retain such persons could adversely affect its business, results of operations and financial condition.

The company is required to obtain, renew or maintain statutory and regulatory permits, licenses and approvals to operate its business and its facilities, and any delay or inability in obtaining, renewing or maintain such permits, licenses and approvals could result in an adverse effect on its results of operations.

If the company cannot execute its strategies to increase existing customer accounts, acquire new customers and expand its geographical footprint effectively, its business and prospects may be materially and adversely affected.

The number of orders the company has received in the past, its current order book and its growth rate may not be indicative of the number of orders the company will receive in future.

The company has significant working capital requirements. If its experience insufficient cash flows to fund its working capital requirements, there may be an adverse effect on its business, cash flows and results of operations.

Its EV Charger solutions business is benefitted by various fiscal and non-fiscal incentives, tax benefits, other schemes launched by the GoI, or State Governments to encourage growth of the EV industry. Any variation or reversal of such schemes would have an adverse impact on its results of operations and financial condition and cash flows.

Any inability to protect its intellectual property or any claims that the company infringe on the intellectual property rights of others and any failure to keep its technical knowledge confidential could erode its competitive advantage and could have a material adverse effect on it.

The examination report of the current Statutory Auditors contains other matter and emphasis of matter paragraphs, as applicable and the Companies (Auditor`s Report) Order, 2020 and Companies (Auditor`s Report) Order, 2016 of the Company, contain certain adverse remarks.

The company operates in industries which are highly regulated and subject to change. The company is subject to various laws, regulations and standards applicable to its products. If the company fail to comply with the applicable regulations and standards prescribed by the Government of India and the relevant statutory or regulatory bodies, its business, financial condition, cash flows and results of operations will be adversely affected.

If the products the company manufacture experience quality defects, its may lose the company`s customers and may be subject to product liability claims, which may also cause damage to its reputation and/or adversely affect its results of operations and financial condition.

Certain of its corporate records, including instruments of transfer are not traceable, and there have been delays on its part in respect of certain filings. The company cannot assure you that no legal proceedings or regulatory actions will be initiated against it in the future in relation to any such discrepancies.

The company outsource certain operations of its business such as installation, commissioning and maintenance of its installed products and other processes to third parties. Any failure by such third parties to deliver their services could have an adverse impact on its business.

Its inability to maintain appropriate levels of inventory to meet the demands of its customers may have an adverse effect on the company results of operations and financial condition.

The company has experienced growth in recent years and may be unable to sustain its growth or manage it effectively.

The company have availed unsecured working capital facility which are repayable on demand. Any demand from lender for repayment of such working capital facilities may adversely affect its cash flows.

There are outstanding legal proceedings involving the Company and its Subsidiaries. Any adverse outcome in any of these proceedings may adversely affect its reputation, business operations, financial condition and results of operations.

The company inability to meet its obligations, including financial and other covenants under its debt financing arrangements could adversely affect its business and results of operations.

The company have recorded operating losses for the Financial Year ended March 31, 2021. Any losses in the future may adversely impact its business and the value of the Equity Shares.

The company have and may continue to enter into related party transactions in the future in the ordinary course of its business on an arm`s length basis.

The company is exposed to risks associated with its international sales and operations.

Failures in internal control systems could cause operational errors which may have an adverse impact on its profitability.

Its manufacturing facilities, Registered Office, corporate office and certain other properties are located on premises taken on a leasehold basis. There can be no assurance that these lease agreements will be renewed upon termination or that the company will be able to obtain other premises on leasehold basis on same or similar commercial terms or at all.

Certain of its manufacturing facilities are located within industrial development corporation ("IDC") premises. If the company is are unable to comply with conditions of use of such land or otherwise renew existing leases for such manufacturing facilities, its may have to relocate its operations which may have an adverse impact on the company`s business, financial condition and operations.

Its failure in maintaining its quality accreditations and certifications may negatively impact its brand and reputation.

Its operations have been historically dependent on the company material Subsidiary, Exicom Tele-Systems (Singapore) Pte. Ltd.

Under-utilization of its manufacturing capacities and an inability to effectively utilize its expanded manufacturing capacities could have an adverse effect on its business, future prospects and future financial performance.

If the company fail to effectively implement its production schedules, or its manufacturing operations suffer unanticipated or prolonged interruption, its business and results of operations may be materially and adversely affected.

Its business may be subject to labour conflicts, strikes, or other types of conflicts with its workforce which may adversely impact on the company`s business, results of operations and financial condition.

The coronavirus pandemic ("Covid-19") has had an adverse effect on its business and operations, and the extent to which it may continue to do so in the future cannot be predicted.

The company work with hazardous materials in its manufacturing activities and such operations can be dangerous, which could cause injuries to people or property.

A shortage or non-availability of essential utilities such as power and fuel could affect its manufacturing operations and have an adverse effect on its business, results of operations and financial condition.

Any failure of its information technology and ERP systems could adversely affect its business and operations.

Its Promoters, Directors, Key Management Personnel and Senior Management may be interested in its Company other than in terms of remuneration and reimbursement of expenses.

Any variation in the utilisation of the proceeds of the Offer would be subject to certain compliance requirements, including prior shareholders` approval.

Its funding requirements and proposed deployment of the Net Proceeds are not appraised by any independent agency and are based on management estimates and may be subject to change based on various factors, some of which are beyond its control.

An inability to maintain adequate insurance cover in connection with its business may adversely affect the company operations and profitability.

The company have contingent liabilities, and its financial condition and profitability could be adversely affected if any of these contingent liabilities materialize.

The company have sustained negative cash flows from operating activities in the past and may experience earnings declines or operating losses or negative cash flows from operating activities in the future.

Certain members of its Promoter Group have been subject to actions by regulatory authorities such as SEBI and the Stock Exchanges.

Its ability to access capital at attractive costs depends on its credit ratings. Non-availability of credit ratings or a poor rating may restrict its access to capital and thereby adversely affect the company business and results of operations.

The company face foreign exchange risks that could adversely affect its results of operations.

The company is subject to transfer pricing regulations in respect of transactions with its foreign Subsidiaries. If the income tax authorities review any of its tax returns and determine that the transfer price applied was not appropriate, its may incur increased tax liabilities, including accrued interest and penalties.

The company have included certain non-GAAP measures, industry metrics and key performance indicators related to its operations and financial performance in this Draft Red Herring Prospectus that are subject to inherent challenges measurement. These Non-GAAP Measures, industry metrics and key performance indicators may not be comparable with financial, or industry related statistical information of similar nomenclature computed and presented by other companies. Such supplemental financial and operational information is therefore of limited utility as an analytical tool for investors and there can be no assurance that there will not be any issues or such tools will be accurate going forward.

This Draft Red Herring Prospectus contains information from an industry report, prepared by an independent third-party research agency, CRISIL, which the company have commissioned and paid for purposes of confirming its understanding of the industry exclusively in connection with the Offer and reliance on such information for making an investment decision in the Offer is subject to certain inherent risks.

Information relating to installed capacities, historical production and capacity utilisation of manufacturing facilities included in this Draft Red Herring Prospectus is based on various assumptions and estimates by the chartered engineer verifying such information and future production and capacity utilisation may vary.

Its ability to pay dividends in the future will depend on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

The Company has issued Equity Shares during the last twelve months at a price which may be lower than the Offer Price.

The company will continue to be controlled by its Promoter after the completion of the Offer, and its Promoter`s interest may differ from those of other shareholders.

The Promoter Selling Shareholder will receive the entire proceeds from the Offer for Sale.

Political, economic or other factors that are beyond our control may have an adverse effect on our business and results of operations.

If inflation were to rise in India, its might not be able to increase the prices of the cpompany services at a proportional rate in order to pass costs on to its customers and its profits might decline.

Changing laws, rules or regulations and legal uncertainties including taxation laws, or their interpretation, such changes may significantly affect its financial statements.

Investors may not be able to enforce a judgment of a foreign court against the Company outside India.

Under Indian law, foreign investors are subject to investment restrictions that limit its ability to attract foreign investors, which may adversely affect the trading price of the Equity Shares.

Significant differences exist between Ind AS and other accounting principles, such as Indian Generally Accepted Accounting Principles, U.S. Generally Accepted Accounting Principles and International Financial Reporting Standards, which may be material to investors` assessments of its financial condition.

Rights of shareholders under Indian laws may differ to those under the laws of other jurisdictions.

Its ability to raise foreign capital may be constrained by Indian law.

A third-party could be prevented from acquiring control of us post this Offer, because of anti-takeover provisions under Indian law.

Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on the value of its Equity Shares, independent of its operating results.

Subsequent to the listing of the Equity Shares, the company may be subject to 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.

Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by it may dilute your shareholding and adversely affect the trading price of the Equity Shares.

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.

Qualified Institutional Buyers 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.

Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase in the Offer.