Netweb Technol.

One of India`s leading Indian origin owned and controlled OEM for HCS with integrated design and manufacturing capabilities.

Long standing relationship with a marquee and diverse customer base.

Significant product development and innovation through R&D.

The Company is one of India`s leading HCS provider and it operates in a rapidly evolving and technologically advanced industry with high entry barriers.

Experienced Board and Senior Management.

Track record of financial performance and consistent growth.

The company success is dependent on its long-term relationship with it Customers. In particular, the company is heavily reliant on its top 10 Customers. The company do not, generally, enter into long term contracts with Customers, which exposes it to risks emanating from the inability to retain its established Customers as the company clients.

The company derive a majority portion of its revenues from operations from a select few of the company HCS offerings. Loss or decline in the demand of such offerings may result in an adverse effect on its business, revenue from manufacturing operations and financial condition.

The company depend on few Application Industries for majority of its revenue from operations. Loss of Customers in these Application Industries may result in an adverse effect on its business, revenue from manufacturing operations and financial condition.

The Company has entered into various non- disclosure agreements with its technology partners to collaborate on design and innovation of products and solutions, most of which are governed by foreign laws. Any failure to comply with the terms of such agreements resulting in breach under such agreements may have monetary implications and cause us reputational harm.

There are common pursuits between the Company and a member of its Promoter Group. Further, the member of the promoter group provides same products and solutions as it in jurisdictions that are demarcated by a noncompete agreement. Any breach of the non-compete agreement may adversely impact its business operations.

The Company and one of the members of its Promoter Group use the identical intellectual property rights (i.e.,trade marks) in their respective jurisdictions. Any adverse actions initiated against the member of its Promoter Group in relation to the business operations carried out under these brands (trade marks) may adversely impact its business operations including reputational harm.

A significant proportion of its orders are from government related entities which award the contract through a process of tender. Tenders, typically, are awarded to the lower bidder once all other eligibility criteria are met. Its performance could be adversely affected if the company is not able to successfully bid for these contracts or required to lower itd bid value.

Delays in Customer payments and receivables may adversely impact its profits and affect the company cash flows.

Failure to meet quality standards for its product and solutions offering required by the company Customers may lead to cancellation of existing and future orders and expose us inter alia to warranty claims, including monetary liability.

The company has a high working capital requirement and if its unable to raise sufficient working capital the company operations will be adversely affected.

The company incur significant expenditure on components and its relies heavily on its top 10 vendors of components for a significant proportion of the company components. Any adverse change in its relationship with such vendors or a significant increase in its component cost could adversely affect the company profit margins.

The company is heavily dependent on machinery for its operations. Any break-down of its machinery may have a significant impact on the company business, financial results and growth prospects. Its success and financial condition will depend on the company ability to maximise its manufacturing capacities.

The company current Order Book value is not necessarily indicative of future growth. Further, some of the orders that constitute its current Order Book could be cancelled, put in abeyance, delayed, or not paid for by its customers, which could adversely affect the company financial condition.

The loss, shutdown or slowdown of operations at the Company`s manufacturing facility could have a material adverse effect on the Company`s results of operations and financial condition.

Inability to obtain or protect our intellectual property rights may adversely affect its business.

The company operations are heavily dependent on research and development and technology partnerships.

The company operations are subject to varied business risks and its insurance cover may prove inadequate to cover the company economic losses.

The company relies on third party logistics service providers for delivery of its products and cargo ships / bulk carrier for import of some of its components. Any damage, defect or destruction caused to its products or components during the process of delivery could adversely affect the company business, results of operations, financial condition and cash flows.

Any failure on its part to effectively manage the company inventory may result in an adverse effect on its business, revenue from manufacturing operations and financial condition.

The company future success will depend on its ability to effectively implement the company business and growth strategies failing which its results of operations may be adversely affected.

The company has had negative cash flows from operating activities in the past and it may occur in future too.

The company operate in a competitive industry. Any inability to compete effectively may lead to a lower market share or reduced operating margins.

The company has a large work force and its employee benefits expense is one of the larger components of its fixed operating costs. An increase in employee benefits expense could reduce the company profitability. Further, its operations could be adversely affected by work stoppages or increased wage demands by its employees or any other kind of disputes with the company employees.

The company is heavily reliant on its Promoters, Key Managerial Personnel, Senior Management and persons with technical expertise. Failure to retain or replace them will adversely affect its business.

The company has, in the past, not been able to achieve its Corporate Social Responsibility (CSR) target. Any such failure to comply with the CSR requirements in the future may attract penalties under the Companies Act.

The company do not have documentary evidence for the educational qualifications of 3 of its Promoters who are also the Directors of the Company, included in the its Management` in this Draft Red Herring Prospectus.

The company intend to utilise a portion of the Net Proceeds for funding its capital expenditure requirements for civil construction of the building for the SMT line and interior development and purchase of equipment/machineries for its new SMT production line, if the costs of this construction and the risk of unanticipated delays in implementation and cost overruns related to the said upgradation are higher than expected, it could have a material adverse effect on its financial condition, results of operations and growth prospects.

The Company has in the past entered into related party transactions and may continue to do so in the future and its cannot assure you that the company could not have achieved more favourable terms if such transactions had not been entered into with related parties and that such transactions will not have an adverse effect on its financial conditions and result of operations.

Any failure to obtain, renew and maintain requisite statutory and regulatory permits, licenses and approvals for the company operations from time to time may adversely affect its business.

The company has incurred indebtedness which exposes it to various risks which may have an adverse effect on its business, results of operations and financial conditions. Conditions and restrictions imposed on it by the agreements governing its indebtedness could adversely affect our ability to operate the company business.

The company may not be able to secure additional funding in the future. In the event the Company is unable to obtain sufficient funding, it may delay its growth plans and have a material adverse effect on its business, cash flows and financial condition.

A downgrade of its credit rating may affect the trading price of the Equity Shares.

The average cost of acquisition of Equity Shares by its Promoters and the Selling Shareholders could be lower than the Offer Price.

There are some factual inaccuracies in certain of its corporate records and corporate filings. Further, the Company has in the past, paid insufficient stamp duty on share certificates for allotment of Equity Shares. The Company has also made delayed filings with the RoC and certain payments challans in relation to the corporate filings made by the Company are not traceable. Further, The Company has in the past delayed in the payment of certain statutory dues.

The company has leased and, or availed on license, the use of certain properties from which the company operate it business. Its cannot assure you that the lease, and, or license agreements will be renewed upon termination or that the company will be able to obtain other premises on lease on same or similar commercial terms.

Its may be unable to enforce the company rights under some of the agreements executed by it on account of insufficient stamping.

The company Promoters will, even after the completion of the Offer, continue to be its largest Shareholders and can influence the outcome of resolutions, which may potentially involve conflict of interest with the other Shareholders.

The company Promoters and some of its Directors, Key Managerial Personnel and Senior Management may have interests in it other than reimbursement of expenses incurred and normal remuneration or benefits.

There are certain outstanding legal proceedings involving the Company, Promoters, and Directors, which, if determined against it, could have a material adverse effect on its business, cash flows, financial condition and results of operations.

The company contingent liabilities could materially and adversely affect its business, results of operations and financial condition.

There are common pursuits amongst the Company and one of its Group Companies.

Health, safety and environmental matters, including compliance with environmental laws and remediation of contamination, could result in substantially increased capital requirements and operating costs.

Any material deviation in the utilisation of Offer Proceeds shall be subject to applicable law.

The company intend to utilise a portion of the Net Proceeds of the Offer towards the working capital requirements of the Company which are based on certain assumptions and estimates.

The objects of the Offer for which funds are being raised have not been appraised by any bank or financial institution and are based on management estimates.

The Company has not paid dividends in the last 3 Fiscals and during the current Fiscal. Its cannot assure you that the Company will be in a position to pay dividends in the future.

This Draft Red Herring Prospectus contains information from an industry report prepared by F&S which the company has commissioned and paid for.

The company do not enter into hedging transactions in respect of its foreign currency exposure. Any losses, on account of foreign currency exchange rate fluctuations may adversely effect its business, results of operations and financial condition.

The company has included certain non-GAAP financial and operational measures related to its operations and financial performance that may vary from any standard methodology that may be applicable across the industry in which the company operate, and which may not be comparable with financial, operational or industry related statistical information of similar nomenclature computed and presented by similar companies.

The company will not receive any proceeds from the Offer for Sale. The Selling Shareholders will receive the net proceeds from the Offer for Sale.