Sancode Tech.

Risks

• The company business is dependent of few of its customers who contribute majority of the company revenues from operations. Any loss of business from them may adversely affect its revenues and profitability.

• Any failure to comply with the provisions of the contracts entered with its customer, could have an adverse effect on its business, financial conditions and results of the company operations.

• The company is involved in certain legal proceedings which are pending at different levels of adjudication before various courts, tribunals, enquiry officers, and appellate authorities.

• If the company is fail to innovate in response to changing customer needs and adopt and develop new technologies, or adapt to evolving industry standards, its business, financial condition, and results of operations could be adversely affected.

• The company success depends upon its ability to develop new products and services and enhance the company existing products and services.

• If the company is software products and services do not gain market acceptance, its operating results may be negatively affected.

• The company international sales and operations subject it to additional risks that can adversely affect its results of operations.

• Product development is a long, expensive and uncertain process and its current expenditure in research and development may not provide a sufficient or timely return.

• The business practices of its customers with respect to the collection, use and management of personal information could give rise to operational interruption, liabilities or reputational harm as a result of governmental regulation, legal requirements or industry standards relating to consumer privacy and data protection.

• The restated financial statements have been provided by peer reviewed chartered accountants who is not statutory auditor of the Company.

• If the company is lose the services of the members of its senior management or other key employees or if the company are not able to attract or retain qualified persons, its business and operations would be adversely affected.

• The company business and results of operations are dependent on the contracts that its enter into with the company business partners. Any breach of the conditions under these contracts may adversely affect its business and results of operations.

• The company software products owing to certain issues such as coding, configuration or any other technical error or defects could lead to Company bearing exponential costs, delay in revenues and consequently expose it to litigation.

• The company marketing and advertising campaigns may not be successful in increasing the popularity of its products and offerings. If the company marketing initiatives are not effective, this may adversely affect its business and results of operations.

• Fluctuations in foreign currency exchange rates could materially affect its financial results.

• Any IT system failures or lapses on part of any of the company employees may lead to operational interruption, liabilities or reputational harm.

• If the company security measures are compromised, its products and services would be perceived as vulnerable, the company brand and reputation would be damaged and customers could stop using its products and services, all of which would materially adversely affect it.

• Any failure to accurately estimate the overall risks, revenues or costs in respect of a project, may adversely affect its profitability and results of operations. The company actual cost in executing a contract may vary substantially from the assumptions underlying its contract. The company may be unable to recover all or some of the additional expenses, which may have a material adverse effect on its results of operations, cash flows and financial condition.

• The company could become liable to customers, suffer adverse publicity and incur substantial costs as a result of defects in its products, which in turn could adversely affect the value of its brand, and the company sales could be diminished if its are associated with negative publicity.

• Orders placed by customers may be delayed, modified or cancelled, which may have an adverse effect on its business, financial condition and results of operations.

• The company results of operations and cash flows could be adversely affected, if its unable to collect the company dues and receivables from, or invoice its unbilled services to, the company clients.

• 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.

• There are certain discrepancies and non- compliances noticed in some of its corporate records relating to forms filed with the Registrar of Companies.

• The company Promoters plays a key role in its functioning and the company heavily rely on their knowledge and experience in operating its business and therefore, it is critical for its business that the company promoter remain associated with it.

• The company subsidiaries has incurred losses during the last three financial years.

• 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.

• If the company is not able to obtain, renew or maintain the statutory and regulatory permits and approvals required to operate its business it may have an adverse effect on its business.

• The compant operate in a competitive environment and face fair competition in its business from organized and unorganized players, which may adversely affect its business operations and financial condition.

• The company has in the past entered into related party transactions and may continue to do so in the future.

• There may be potential conflict of interests between the Company and other venture or enterprises promoted by its promoter or directors.

• If the company is unable to source business opportunities effectively, its may not achieve the company financial objectives.

• Its may not be successful in implementing the company business strategies.

• The company is subject to risks associated with expansion into new geographic regions.

• The company could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could adversely affect its financial condition, results of operations and reputation.

• The company do not own its Registered Office from where its operate.

• 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.

• Within the parameters as mentioned in the chapter titled "Objects of this Issue" beginning on page 82 of this Draft Prospectus, the Company`s management will have flexibility in applying the proceeds of the Issue. The fund requirement and deployment mentioned in the Objects of this Issue have not been appraised by any bank or financial institution.

• The company has not made any alternate arrangements for meeting its capital requirements for the Objects of the Issue. Further the company has not identified any alternate source of financing the `Objects of the Issue`. Any shortfall in raising / meeting the same could adversely affect its growth plans, operations and financial performance.

• The company has contingent liabilities and its financial condition could be adversely affected if any of these contingent liabilities materializes.

• The company Promoters and members of the Promoter Group will continue jointly to retain majority control over the Company after the Issue, which will allow them to determine the outcome of matters submitted to shareholders for approval.

• The company future funds requirements, in the form of 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.

• The company ability to pay dividends in the future will depend upon its future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in its financing arrangements.

• In addition to normal remuneration or benefits and reimbursement of expenses, some of its directors and key managerial personnel are interested in the Company to the extent of their shareholding and dividend entitlement in the Company.

• Industry information included in this Draft Prospectus has been derived from industry reports. There can be no assurance that such third-party statistical, financial and other industry information is either complete or accurate.

• The company has issued Equity Shares during the last 12 months at a price which may be below the Issue price.

• The average cost of acquisition of Equity Shares by its Promoters is lower than the price determined at time of registering the Draft Prospectus.