Saatvik Green

Quality Customer Base and Large Order Book.

Among the Leading Module Manufacturing Companies in India Offering Integrated Solutions to Independent Power Producers.

Innovative Technology Solutions for the Solar Industry.

Multiple Sales and Revenue Channels.

Well-Positioned to Capture Favourable Industry Tailwinds.

Experienced Promoters and Management Team with a Committed Employee Base.

There are risks associated with solar module manufacturing. If such risks materialize, our business, financial condition and results of operations, among others, could be adversely affected.

Our business is dependent on certain key customers, and our top 10 customers contributed 57.77%, 63.86% and 79.38% of our revenue from operations in Fiscals 2025, 2024 and 2023, respectively. The loss of revenue from any of these customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Changes in the price of solar PV cells and other raw materials could adversely affect our manufacturing of solar PV modules.

We intend to utilise a major portion of the Net Proceeds for funding our capital expenditure requirements. This includes investment in our wholly owned Subsidiary, Saatvik Solar Industries Private Limited, for setting up of a 4.00 GW solar PV module manufacturing facility at National Highway - 16, Chamakhandi, Gopalpur Industrial Park, Gopalpur, Ganjam, Odisha 761 020 ("Project Site"), which may be subject to the risk of unanticipated delays in implementation, cost overruns and other risks.

We intend to utilise a major portion of the Net Proceeds for funding our capital expenditure requirements by way of investment in our wholly owned Material Subsidiary, Saatvik Solar Industries Private Limited, which has limited operational experience in the renewable energy business and in operating a manufacturing facility.

We will avail subsidy from the Industries Department, Government of Odisha for investment in our wholly owned Subsidiary, Saatvik Solar Industries Private Limited, for setting up of the Project Site, and usage of which is subject to monitoring by our Audit Committee on a quarterly basis, which our Company may not receive on time or at all.

We intend to utilise a major portion of the Net Proceeds for funding our capital expenditure requirements. This includes investment in our wholly owned Subsidiary, Saatvik Solar Industries Private Limited, for setting up of a 4.00 GW solar PV module manufacturing facility ("Project Site"), which shall be set-up on the land admeasuring 14.12 acres ("Sub-Lease Land") sub-leased from Tata Steel Special Economic Zone Limited ("TSSEZL") out of total 57 acres located at National Highway - 16, Chamakhandi, Gopalpur Industrial Park, Gopalpur, Ganjam - 761 020, Odisha, India. Further, we cannot assure you that the lease deed entered into for the Sub-Lease Land can be further extended.

The determination of the Price Band is based on various factors and assumptions and the Offer Price, price to earnings ratio and market capitalization to revenue multiple based on the Offer Price of our Company, may not be indicative of the market price of our Company on listing or thereafter.

The business and prospects of our Company is significantly dependent on the success of a limited number of products, with income from the sale of Mono PERC modules constituting 38.72%, 86.72% and 71.72% of our revenue from operations in Fiscals 2025, 2024 and 2023, respectively.

Our ability to obtain financing on commercially acceptable terms depends on our credit ratings. Non-availability of credit ratings or a poor rating may restrict our access to capital and thereby adversely affect our business, financial conditions, cash flows and results of operations.

We depend on third party suppliers for the supply of materials and components required to manufacture our products. Any disruptions in the supply or availability of these materials and components or fluctuations in their prices may have an adverse impact on our business operations, cash flows and financial performance.

We are subject to import duties and restrictions on certain materials and equipment imported by us from China for our manufacturing operations, as well as restrictions on or import duties levied on our products in our export markets.

Our Corporate Office and our warehouses at Ambala are located on leased premises.

Our manufacturing facilities are located in the state of Haryana, India, which subjects us to risks arising from local and regional factors.

Under-utilization of our manufacturing capacities could have an adverse effect on our business, prospects, financial performance and cash flows.

Information relating to the installed capacity, effective installed capacity and capacity utilization of our manufacturing facilities included in this Red Herring Prospectus are based on certain assumptions and estimates. These assumptions and estimates may prove to be inaccurate and our future production and capacity may vary.

The outstanding orders in our order book may be delayed, modified or cancelled, which may have an adverse impact on our business, results of operations and cash flows.

We depend on our senior management and qualified and skilled personnel with technical expertise, and if we are unable to recruit and retain senior management, qualified and skilled personnel, our business and our ability to operate or grow our business may be adversely affected.

We provide solar pumps under our EPC solutions to agricultural farms, which exposes us to certain operational challenges that could adversely affect our business, results of operations, financial condition and cash flows.

Our funding requirements and proposed deployment of the Net Proceeds from the Offer have not been appraised by a bank or a financial institution and are based on management estimates.

Our Statutory Auditors have included remarks under the section `Other Legal and Regulatory Requirements` in their audit reports for the audited standalone and consolidated financial statements for Fiscal 2025. Further, our erstwhile auditors have included remarks under the section `Other Legal and Regulatory Requirements` in their audit reports for the audited standalone and consolidated financial statements for Fiscal 2024.

A decline in the prices of solar PV modules may have an adverse impact on our business, results of operations and cash flows.

We have significant working capital requirements and a failure to obtain adequate capital may adversely affect our business, results of operations and financial condition.

Our business has grown significantly over the past few years and we may be unable to sustain a similar growth trajectory in the future.

Changes in technologies used by us in our manufacturing process may render our current technologies obsolete or require us to incur substantial expenditure towards implementing new technologies, which may adversely affect our operations.

We are in the process of expanding our operations by targeting new customers and expanding our distribution network in markets where we do not have a significant presence and prior experience. Any failure to expand into these new markets or regions could adversely affect our sales, financial condition, result of operations, and cash flows.

We have certain contingent liabilities that have been disclosed in our financial statements, which if materialize, may adversely affect our results of operations, cash flows and financial condition.

Implementing our growth and our business operations will depend on our ability to maintain access to multiple funding sources on acceptable terms.

We have availed certain borrowings from banks and financial institutions and are subject to certain covenants under their respective financing agreements. In the event that we are unable to comply with such covenants, our business, results of operations, cash flows and financial conditions may be adversely affected.

We depend on third-party transportation providers for the supply of materials and equipment for our manufacturing process and delivery of our finished products.

A portion of our revenue from operations comprises revenue from our export sales to the United States. There is no assurance that we may be able to maintain or increase our export sales going forward.

We are subject to counterparty credit risk and delays in receiving payments could adversely affect our financial condition and cash flows.

We have not entered into any long-term agreements with our suppliers, which may expose us to supply chain disruptions and price volatility.

Any failure to protect our intellectual property rights could adversely affect our competitive position, business, financial condition and results of operation. We rely on trademark license agreements for the development, marketing and operations of our entire business. If the trademark license agreements are terminated, our business, results of operations and financial condition may be adversely affected.

We require certain licenses, permits and approvals in the ordinary course of business, and the failure to obtain or retain them in a timely manner may adversely affect our business, results of operations, cash flows and financial condition.

The loss of any of the accreditations received by our manufacturing facilities could adversely affect our reputation, operations and cash flows.

We bid for EPC projects through a competitive bidding process for our projects with government entities and PSUs. Failure to be awarded such projects may adversely affect our business, results of operations, cash flows and financial condition.

We face intense competition in our markets, and we may lack sufficient financial or other resources to maintain or improve our competitive position.

Our Company, Subsidiaries, Promoters, and Directors are involved in certain legal and regulatory proceedings. Any adverse decision in such proceedings may have an adverse effect on our business, financial condition, cash flows and results of operations.

An inability to accurately forecast demand for our products and manage our inventory may adversely affect our business, results of operations, financial condition, and cash flows.

Improper handling and processing of materials used in our manufacturing processes may cause damage to our inventory leading to an adverse effect on our business, results of operations and cash flows.

We are subject to strict quality requirements and an inability to maintain the quality of our products could lead to the cancellation of existing and future orders, recall claims or warranty claims.

Failures in internal control systems and compliance mechanisms could cause operational errors, which may have an adverse effect on our reputation, business, results of operations, financial condition and cash flows.

Our insurance coverage may not be adequate to cover risks associated with our business and operations.

Fraud, theft, embezzlement or misconduct by our employees could adversely affect our reputation, financial condition and results of operations.

We have in the past entered into related party transactions and may continue to do so in the future.

Our Company has issued Equity Shares during the last 12 months at a price which may be lower than the Offer Price.

Our Promoters and members of our Promoter Group will continue to hold a significant equity stake in our Company after the Offer and their interests may differ from those of the other shareholders.

Non-compliance with and adverse changes in applicable health, safety, labour and environmental laws may adversely affect our business, results of operations and financial condition.

There have been delays in payment of statutory dues by our Company and in filing GST returns in Fiscals 2025, 2024 and 2023. Inability to make timely payment of our statutory dues could result us into paying interest on the delay in payment of statutory dues which could adversely affect our business, our results of operations and financial condition. We may be subject to regulatory actions and penalties for any such delays which may adversely affect our business, financial condition and reputation.

Except for Sudhir Kumar Bassi and Narendra Mairpady, none of our Directors currently possess experience of being on the board of any Indian listed company in India.

Any variation in the utilization of the Net Proceeds shall be subject to certain compliance requirements, including prior approval of the shareholders of our Company.

We will not receive any proceeds from the Offer for Sale. The Selling Shareholder will receive the entire proceeds from the Offer for Sale.

Certain sections of this Red Herring Prospectus disclose information from the CRISIL Report which is a paid report and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.

Our ability to pay dividends in the future will depend upon our profitability, cash flows, future earnings and investments and the terms of our financing arrangements.