Samay Project

Risks

• The company derived 63.06% and 84.26% & 62.34% and 87.14% of its revenue from its top five and top ten customers, respectively, for Fiscal 2025 and Fiscal 2024, and any inability to retain its key customers or attract new customers and expand its customer network, could negatively affect its business and results of operations.

• There are outstanding litigations involving the Company and its Promoters which, if determined adversely, may affect its business and financial condition.

• The Company had negative cash flows in the past years, details of which are given below. Sustained negative cash flow could impact its growth and business.

• In respect of its governmental customers, projects are typically awarded to it on satisfaction of prescribed prequalification criteria and following a competitive bidding process. Its business and the company financial condition may be adversely affected if new EPC projects are not awarded to it or if orders awarded to the company is prematurely terminated.

• The company derives majority of its revenues from limited number of government entities for the past 3 financial years. Any adverse changes in the central or state government policies may lead to its orders being foreclosed, terminated, restructured or renegotiated, which may have a material effect on its business and results of operations.

• The Company in the usual course of Business does not have any long term contracts with its Customers and the company relies on purchase orders for delivery of EPC products and services. Loss of one or more of its orders or reduction in revenue derived from that orders, may adversely affect its Business, Results of Operations and Financial Condition.

• Increases in the prices or its failures to obtain raw materials, parts and other materials required for the company operations could adversely affect its business and results of operations.

• The company depends on its suppliers for raw materials, parts and other materials. Any interruption in the availability of raw materials, parts and other materials, or any disruption, breakdown or shutdown of its suppliers or any instability of its supplier base could adversely impact its operations.

• The company source its majority of the raw materials from domestic market i.e. Chhattisgarh, Maharashtra, Tamil Nadu and Telangana and from International Markets i.e. China and Europe. Any adverse developments affecting its procurement in these regions could have an adverse impact on its revenue and results of operations.

• The Restated Financial Statements have been provided by Peer Reviewed Chartered Accountants who is not Statutory Auditor of the Company.

• The Company is exposed to providing EPC services in various industries. Any reduction in the demand or requirement of its EPC projects in such Industries may result in loss of Business and may affect its Financial Performance and Financial Condition.

• The company does not have long-term Agreements/Contracts with suppliers for its raw materials which may adversely affect its Business, Results of Operations and Financial Condition.

• Its projects are exposed to various implementation and other risks, including risks of time and cost overruns, and uncertainties, which may adversely affect its business, financial condition, results of operations, and prospects.

• The Company is an Approved Vendor having empanelled by a Private Consultant. If the Company does not receive the recognition then it may harm its Brand Value or Reputation and may adversely affect its Business, Results of Operations, Financial Condition and Cash Flows.

• Its Order Book may not be representative of our future results and its actual income may be significantly less than the estimates reflected in its Order Book, which could adversely affect its business, financial condition, results of operations and prospects.

• The company is unable to trace few of its historical records, Also, in the past, there have been some instances of delays/ nonfiling/ non-compliance with certain statutory authorities, In the event the company is found not to be in compliance with any applicable regulations in relation to the regulatory filings or corporate actions, its may be subject to regulatory actions or penalties for any such possible non-compliance/ non-filing/ delay and its business, financial condition and reputation may be adversely affected.

• The company has in past entered into related party transactions and its may continue to do so in the future, which may affect its competitive edge.

• The company generate its major portion of sales from its operations in certain geographical domestic regions in India. Any adverse developments affecting its operations in these regions could have an adverse impact on its revenue and results of operations.

• The company generate its major portion of sales from its operations in certain geographical international countries. Also, its may be unable to grow its business in additional geographic regions or international markets, any adverse developments affecting its operations in the regions the company operate currently or unable to grow business in additional geographic regions or international markets could have an adverse impact on its revenue and results of operations which may adversely affect its business prospects and results of operations.

• The Company requires significant amounts of working capital for a continued growth. Its inability to meet the company working capital requirements may have an adverse effect on its results of operations.

• The company has certain contingent liabilities, which, if they materialize, may adversely affect its results of operations, financial condition and cash flows.

• Its may be exposed to liabilities arising from defects during execution and fabrication, which may adversely affect its business, financial condition, results of operations and prospects.

• If the company is not able to obtain, renew or maintain its statutory and regulatory licenses, registrations and approvals required to operate its business, it may have a material adverse effect on its business, results of operations and financial condition.

• Its Registered Office is not owned by it. In the event of any disruption of the company rights as licensee/ lessee or termination of the agreements with its licensors/ lessors, the company Business, Financial Condition and Results of Operations and Cash Flows could be adversely affected.

• Disruptions of transportation network and transportation infrastructure or deficiencies in service provided by its logistic service providers may have an adverse effect on its business and results of operations.

• The industry in which the company operate is labour intensive and its EPC operations may be materially adversely affected by strikes, work stoppages or increased wage demands by its labourer or those of the Independent Labour Contractors.

• The company certainly relies on its customer base and its inability to maintain the stability of its customer base and attract additional customers may have a material adverse effect on its results of operations and financial condition.

• Certain factors affecting the geographical areas where its EPC / turnkey projects are located may adversely affect its operations, business and financial condition. Disruption to the development, execution or operation of any of its projects could adversely affect its business.

• Any inability to maintain its equipment assets or manage the company employees or inadequate workloads may cause underutilization of its workforce and equipment bank and such underutilization could reduce its ability to sweat the company assets which may have an impact on its profitability.

• The company has a good presence in multiple EPC segments, its may depends on outside parties for adequate and timely supply of materials and bought out items at commercially acceptable prices. Such dependence on outside parties for purchases, puts it in a disadvantageous position. Any disruptions, delay or increase in prices of such material and bought-out items could have a material adverse effect on its business.

• The Company`s logo "SAMAY Engineers & Contractors" is registered with Registrar of Trademark; any infringement of its logo may adversely affect its Business. Further, any kind of negative publicity or misuse of its logo could hamper the company Goodwill and its future Growth Strategies could be adversely affected.

• Any inability to protect its Intellectual Property or any claims that the company infringe on the Intellectual Property Rights of others could have a material adverse effect on it.

• The company operates in a highly competitive business environment. Increased competition and its inability to compete may adversely affect its results of operations.

• The company has incurred indebtedness. In addition, certain of its financing agreements involve variable interest rates and an increase in interest rates may adversely affect its results of operations and financial condition.

• Increases in the prices of materials required for its projects, fuel, labour and equipment could have an adverse effect on its business, results of operations and financial condition.

• Its may not be able to successfully manage the growth of its operations and execute its growth strategies which may have an adverse effect on its business, financial condition, results of operations and future prospects.

• KYC document of one of its Promoter evidencing their identity is not renewed.

• The company is exposed to foreign currency exchange rate fluctuations, which may impact its results of operations and cause its results to fluctuate. The company inability to manage its foreign currency risk may harm its results of operations and cause its results to fluctuate and/or decline.

• The Company engages contract labourers at its EPC Project Sites, if there is any requirement to fund their wage in the event of default by such independent contractors, it may have an adverse impact on its results of operations and the company financial conditions.

• The company relies on its information technology systems for its operations and its reliability and functionality is critical to the success of its business. In the event of any failures in its information technology systems, it may have a material adverse impact on its operations and financial condition.

• Its Promoters and members of the company Promoter Group have extended personal guarantees with respect to various loan facilities availed by the Company. Revocation of any or all of these personal guarantees may adversely affect its business operations and financial condition.

• Its success largely depends upon the knowledge and experience of the company Promoters, Directors, its Key Managerial Personnel and its Senior Management. Loss of any of the company Promoters, Directors, key managerial personnel and Senior Management or its inability to attract and retain them could adversely affect its business, operations and financial condition.

• 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 the Net Proceeds of the Issue and the Objects have not been independently appraised by a bank or a financial institution. Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

• The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency and shall be purely dependent on the discretion of the management of the Company.

• Its operations are subject to accidents and other risks and could expose the company to material liabilities, loss in revenues and increased expenses.

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

• Its Promoters and members of the Promoter Group have significant control over the Company and have the ability to direct its business and affairs; their interests may conflict with your interests as a shareholder.

• Its ability to pay dividends will depends upon future earnings, financial condition, cash flows, working capital requirements, capital expenditures and other factors.

• Employee misconduct including misuse of confidential data and failures to maintain confidentiality of information could harm it and is difficult to detect and deter.

• The company has not commissioned an industry report for the disclosures made in the section titled `Industry Overview` and made disclosures on the basis of the data available on the internet and such data has not been independently verified by it.

• Its inability to procure and/or maintain adequate insurance cover in connection with its business may adversely affect the company operations and profitability.

• An investment in the Equity Shares is subject to general risk related to investments in Indian Companies.

• The price of the Equity Shares may be volatile, which could result in substantial losses for investors acquiring the Equity Shares in the Issue.

• Its Promoter`s average cost of acquisition of Equity Shares in the Company could be lower than the Issue Price to be decided by the Company in consultation with the Book Running Lead Manager.

• Its future fund requirements, in the form of further issue of capital or securities and/or loans taken by it, may be prejudicial to the interest of the Shareholders depending upon the terms on which they are eventually raised.

• Its may not maintain profitability in the future.

• The company has not independently verified certain data in this Red Herring Prospectus.

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

• The Equity Shares have never been publicly traded and the Issue may not result in an active or liquid market for the Equity Shares.

• There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the SME Platform of National Stock Exchange of India Limited in a timely manner or at all.

• There is no existing market for its Equity Shares and the company does not know if one will develop to provide you with adequate liquidity. Further, an active trading market for the Equity Shares may not develop and the price of the Equity Shares may be volatile.

• The price of the Equity Shares may be highly volatile after the Issue.

• You will not be able to sell immediately on the Stock Exchanges any of the Equity Shares you purchase in the Issue.

• There are restrictions on the overall capping of 90% on the Opening Price/Equilibrium Price discovered during Special Pre-Open session for Initial Public Offer (IPO) on the NSE Emerge Platform of the Exchange and also there are restrictions on daily movements in the trading price of the Equity Shares, which may adversely affect a shareholder`s ability to sell Equity Shares or the price at which Equity Shares can be sold at a particular point in time.

• Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by the Company may dilute your shareholding and any sale of Equity Shares by its Promoter or members of its Promoter Group may adversely affect the trading price of the Equity Shares.

• Sale of Equity Shares by its Promoters or other significant shareholder(s) may adversely affect the trading price of the Equity Shares.

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

• Significant differences exist between Indian GAAP and other accounting principles, such as US GAAP and IFRS, which may be material to investors assessments of the Company`s financial condition. Its failures to successfully adopt IFRS may have an adverse effect on the price of its Equity Shares. The proposed adoption of IFRS could result in its financial condition and results of operations appearing materially different than under Indian GAAP.

• Foreign investors are subject to foreign investment restrictions under Indian law that limits its ability to attract foreign investors, which may adversely impact the market price of the Equity Shares.