Integrity Infra.

Risks

• Its Entire business is concentrated in the state of Gujarat. The company is primarily dependent on the projects undertaken or awarded in the state of Gujarat by the Gujarat State Government, the local authorities in the state of Gujarat and other entities funded by the Gujarat State Government. Therefore, the company derives its` entire revenues from contracts with government entities and are exposed to risks emanating from economic regulatory and other changes in the State of Gujarat. Any adverse changes in the central or state government policies may lead to its contracts being foreclosed, terminated, restructured or renegotiated, which may have a material effect on its business and results of operations.

• Substantial portion of its revenues has been dependent upon the company few clients. The loss of any one or more of its major clients would have a material adverse effect on the company business operations and profitability.

• Projects included in its on-going and the company future projects are exposed to various implementation risks & uncertainties and may be delayed, modified or cancelled for reasons beyond its control which may materially and adversely affect the company business, prospects, reputation, profitability, financial condition and results of operation.

• The industry in which the company operates is capital intensive in nature, and involve relatively long gestation periods. The company requires substantial financing for its business operations and the failures to obtain additional financing on terms commercially acceptable to it may adversely affect its ability to grow and the company future profitability.

• The company has a substantial amount of outstanding indebtedness, which requires significant cash flows to service and limits its ability to operate freely.

• The Company is dependent on third parties for the supply of raw materials required for its projects and is exposed to risks relating to fluctuations in commodity prices and shortage of raw material. Further, the company does not have any long term supply agreements with the raw material providers.

• Past instances of delays in making payment of Statutory obligations such as Income Tax, Tax Deposited at Source and Goods and Service Tax.

• The company is duly registered as a Class-A contractor with the Government of Gujarat; however, in future there might be an instance where this registration can be revoked which could materially impact its business operations.

• Its may have to partner with other construction companies to qualify and apply for new projects and the failures of a partner to perform its obligations could impose additional financial and performance obligations on the company.

• The company has not entered into any agreement with the suppliers of machinery and equipment as specified in the objects of the Issue. Further the amount allocated for purchases of machinery and equipment are based on the quotation received from suppliers.

• Its may be unable to identify or acquires new projects and the company bids for new projects may not always be successful, which may stunt its business growth.

• The company own a substantial fleet of equipment, resulting in increased fixed costs to the Company. In the event the company is not able to generate adequate cash flows it may have a material adverse impact on its operations.

• Its Group Company is engaged in the line of business similar to the Company. There are no non - compete agreements between the Company and such Group Companies. The company cannot assure that its Promoter will not favour the interests of such Companies over its interest or that the said entities will not expand which may increase the company competition, which may adversely affect business operations and financial condition of the Company.

• The company enter into various contract / sub- contract agreements with its customers or primary contractors for the company construction projects. Such agreements contain conditions and requirements, the non-fulfillment of which could result in delays or inability to implement and complete its projects as contemplated.

• The Company, Group Companies, Promoters and Directors are parties to certain legal proceedings. Any adverse decision in such proceedings may have a material adverse effect on its business, results of operations and financial condition.

• Its financing agreements contain covenants that limit the company flexibility in operating its business. Its inability to meet the company obligations, including financial and other covenants under its debt financing arrangements could adversely affect the company business, results of operations and financial condition.

• Its Promoter and members of Promoter Group provided personal guarantees for the company borrowings to secure its loans. The company business, financial condition, results of operations, cash flows and prospects may be adversely affected by the revocation of all or any of the personal guarantees provided by its Promoter and members of Promoter Group in connection with the Company`s borrowings.

• The funds proposed to be utilised for general corporate purposes may constitute 20% of the Fresh Issue Proceeds.

• Obsolescence, destruction, theft, breakdowns of its major plants or equipment or failures to repair or maintain the same may adversely affect its business, cash flows, financial condition and results of operations.

• The completion of its projects can be delayed on account of the company dependency on its contracted labour force. Also, the company results of operations could be adversely affected by strikes, work stoppages or increased wage demands by its employees or other disputes with the company employees or its contractors employees.

• Failures to provide performance security may result in forfeiture of the bid security and termination of the contract.

• Its business is subject to seasonal fluctuations.

• The company government contracts usually contain terms that favour government clients. Its ability to negotiate the standard form of Government contracts may be limited and the company may be required to accept unusual or onerous provisions in such contracts, which may affect the efficient execution and profitability of its projects.

• If the company is not successful in managing its growth, its business may be disrupted and the company profitability may be reduced.

• The Company has reported certain negative cash flows from its financing activity and investing activity, details of which are given below. Sustained negative cash flow could impact its growth and business.

• Its business may be affected by severe weather conditions and other natural disasters and the company insurance coverage may not be adequate.

• Its success depends largely on the company senior management and skilled professionals and its ability to attract and retain them.

• It is difficult to predict the company future performance, or compare its historical performance between periods, as the company revenue fluctuates significantly from period to period.

• 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 with the equity shareholders.

• Its Registered office is not owned by it. Property is used by the company without any agreement except for consent by the owner. Discontinuation of the consent would adversely impact its operations and, consequently, the company business.

• Employee misconduct, errors or fraud could expose it to business risks or losses that could adversely affect its business prospects, results of operations and financial condition.

• Any disproportionate increase in labour costs including increase in wage/salary demand, labour unrest or labour claims arising from accidents may adversely affect its business operations and financial conditions.

• Its operations may be adversely affected in case of industrial accidents at the company construction sites.

• Its funding requirements and deployment of the Fresh Issue proceeds are based on management estimates and have not been independently appraised by any bank or financial institution.

• The company constantly face a credit risk which may in turn affect its complete buying cycle adversely.

• The Company`s management will have flexibility in utilizing the Net Proceeds. There is no monitoring agency appointed by the Company and the deployment of funds is at the discretion of its Management and the company Board of Directors, though it shall be monitored by its Audit Committee.

• The company cannot assure you that the construction of its projects will be free from any and all defects.

• Failures to provide performance security may result in forfeiture of the bid security and termination of the contract.

• The company has not made firm arrangements with any financial institution for funding of its balance working capital requirements for the proposed project. The failures to obtain additional financing may adversely affect the company ability to grow and its future profitability.

• The company procure Projects / Contracts on the basis of pre-qualification criteria and competitive selection processes. The company faces intense competition from its competitors including on account of competitive proposal quoted by them.

• Any infringement of its corporate logo "Integrity Infrabuild" or failures to protect it may adversely affect its business.

• The company Promoter and Promoter Group will continue to exercise control post completion of the Offer and will have considerable influence over the outcome of matters.

• Its Promoter, Directors and Key Managerial Personnel of the Company may have interests in it other than reimbursement of expenses incurred or normal remuneration or benefits.

• In the event there is any delay in the completion of the Offer, there would be a corresponding delay in the completion of the objects / schedule of implementation of this Offer which would in turn affect its revenues and results of operations.

• The requirements of being a listed company may strain its resources.

• The Equity Shares have never been publicly traded, and, after this Offer, the Equity Shares may experience price and volume fluctuations, and an active trading market for the Equity Shares may not develop. 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, or at all.

• You will not be able to immediately sell any of the Equity Shares you purchase in this Offer on the EMERGE Platform of NSE.

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

• There is no guarantee that the Equity Shares will be listed on the EMERGE Platform of NSE in a timely manner or at all, and any trading closures at the NSE may adversely affect the trading price of the Equity Shares.

• Any future issuance of Equity Shares, or convertible securities or other equity linked securities by it and any sale of Equity Shares by its significant shareholders may dilute your shareholding and adversely affect the trading price of the Equity Shares.

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

• Pursuant to listing of the Equity Shares, its may be subject to pre-emptive surveillance measures like Additional Surveillance Measure ("ASM") and Graded Surveillance Measures ("GSM") by the Stock Exchanges in order to enhance market integrity and safeguard the interest of investors.

• Statistical and industry data contained in this Prospectus may be incomplete or unreliable.

• The company has not made any dividend payments in the past and its ability to pay dividends in the future will depends upon future earnings, financial condition, cash flows, working capital requirements, capital expenditures and restrictive covenants in its financing arrangements.