Smarten Power

Risks

• The company does not own the premises in which its registered office and the company warehouse are located and the same are on lease arrangement and further there exists an ongoing litigation with respect to its assembling unit. Any termination of such lease/license and/or non-renewal thereof and attachment by property owner could adversely affect its operations.

• A significant portion of its revenue is derived from the states of Haryana and Uttar Pradesh, and any adverse developments in these states could adversely affect the company business.

• The company has not entered into any long term agreements with its distributors. The company inability to maintain relationships with its distributors may adversely affect the company business, results of operations, cashflow and profitability.

• Its top ten customers contribute approximately 33.40%, 42.29% and 37.74% of the company revenues from operations for the financial year ended March 31, 2025, March 31, 2024 and March 31, 2023 respectively. Any loss of business from one or more of them may adversely affect its revenues and profitability.

• The company has significant working capital requirements. If its experience insufficient cash flows to meet the company working capital requirements, its business, results of operations and cashflows could be adversely affected.

• The company relies on third parties for the supply of its raw materials for Home UPS Systems and Solar Inverters/Solar Power Conditioning Units (PCUs), and in the event such suppliers fail to meet their obligations, its may faces material adverse effect on the company business, results of operations and financial condition.

• The company relies on third parties for the supply of batteries and solar panels for its trading business, and in the event such suppliers fails to meet their obligations, its may faces material adverse effect on the company business, results of operations and financial condition.

• Significant portion of its revenues is dependent upon sale of Home UPS Systems, Solar Inverter / Solar Power Conditioning Units and Batteries. The loss in sales of the company assembled or traded products or a decrease in the demand or volume of such products, will materially and adversely affect its revenues and profitability.

• A significant portion of its revenue from exports is dependent on Nigeria and West Africa. Any change in foreign policies and import-export regulations could have a material adverse effect on its business, financial condition, results of operations and cash flows of the Company.

• Its investment in purchase of movable assets of the production line of battery manufacturing unit are subject to the risk of unanticipated delays in implementation and may be less profitable or may be lossmaking.

• The company expansion plans are subject to the risk of unanticipated delays in implementation and cost overruns. If the company is unable to implement the expansion plans at the planned cost, it could materially and adversely impact its business, results of operations and financial condition.

• Under-utilization of its capacities and an inability to effectively utilize the company capacities could have an adverse effect on its business, future prospects and future financial performance. The company inability to accurately forecast demand for its products may have an adverse effect on its business, results of operations and financial condition.

• There are outstanding legal proceedings against the Company, Promoters, and certain of its Directors. Any adverse decision in such proceedings may render it/them liable to liabilities/penalties and may adversely affect its business, results of operations and financial condition.

• We operate in competitive markets and our inability to compete effectively may lead to lower market share or reduced operating margins, and adversely affect our results of operations.

• We may not be able to maintain our current levels of profitability due to increased costs or reduced trading spreads or margins.

• 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 our revenues and results of operations.

• Our business is subject to seasonal volatility due to variation in demand during summer seasons and winter seasons as per industry practices.

• We propose to use a part of the Net Proceeds of the Issue towards funding capital expenditure requirement of our Company however we are yet to place orders for machineries. Delay in procurement of the same may adversely affect our business, financial condition, results of operations.

• Our success largely depends upon the knowledge and experience of our Promoters, Directors, Key Managerial Personnel and Senior Management Personnel as well as our ability to attract and retain personnel with technical expertise. Our inability to retain our Promoters, Directors, Key Managerial Personnel and Senior Management or our ability to attract and retain other personnel with technical expertise could adversely affect our business, results of operations and financial condition.

• We may not be able to maintain our current levels of profitability due to increased costs or reduced trading spreads or margins.

• Our Company will not receive any proceeds from the Offer for Sale portion of the Offer.

• Lead and Acid, raw materials used in the manufacture of batteries, traded by our Company and used in Inverters and Home UPS systems, assembled by our Company, are hazardous in nature and such batteries could also catch fire. Any accidents involving hazardous material at our Company`s facilities could lead to property damage, production loss and accident claims and have a material adverse effect on our financials, revenue from operations, cash flows, etc.

• If we are unable to establish and maintain an effective system of internal controls and compliances, our business and reputation could be adversely affected.

• Failure to manage our inventory could have an adverse effect on our net sales, profitability, cash flow and liquidity.

• Orders placed by customers may be delayed, modified or cancelled, which may have an adverse effect on our business, financial condition and results of operations. Further any defaults or delays in payment by a significant portion of our customers, may have an adverse effect on cash flows, results of operations and financial condition.

• Change in technology, evolving customer requirements and emerging industry trends may affect our business, may render our current technologies obsolete and may require us to make substantial capital investments.

• There have been instances of discrepancies/errors/ delayed filings and statutory non compliances in the past. We may be subject to legal proceedings or regulatory actions by statutory authorities and our business, financial condition and reputation may be adversely affected.

• We have not identified any alternate source of funding and hence any failure or delay on our part to mobilize the required resources or any shortfall in the Offer proceeds may delay the implementation schedule.

• Our growth will depend on our ability to build our brand and failure to do so will negatively impact our ability to effectively compete in this industry.

• We have incurred indebtedness, and an inability to comply with repayment and other covenants in our financing agreements could adversely affect our business and financial condition.

• There have been instances of delay in repayment of loans in the past. Any such delay in the future may adversely affect our business, results of operations and financial conditions.

• Our success depends on stable and reliable logistics and transportation. Disruption of logistics and transportation services could impair the ability of our suppliers to deliver raw materials or our ability to deliver products to our customers and/ or increase our transportation costs, which may adversely affect our operations.

• Our insurance coverage may not be adequate to protect us against certain operating hazards and this may have a material adverse effect on our business.

• Our Company has entered into related party transactions in the past and may continue to do so in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our Company`s financial condition and results of operations.

• Common pursuits exists between our Company, Subsidiary Company and our Group Company which could create conflicts of interest between us and our Promoters.

• Our Promoters have extended personal guarantees with respect to loan facilities availed by our Company. Revocation of any or all of these personal guarantees may adversely affect our business operations and financial condition.

• We do not have an information security and disaster recovery system in place. Further any failure or disruption of our IT systems may adversely affect our business, results of operations and financial condition.

• Fraud, theft, employee negligence or similar incidents may adversely affect our results of operations and financial condition.

• The average cost of acquisition of Equity Shares by our Promoters is lower than the offer price.

• There have been instances of non-payment and delay in in payment of statutory dues in the past under the statutory provisions of the Central Goods and Services Tax Act, 2017, the Employees Provident Funds and Miscellaneous Provisions Act, 1952 and the Employees State Insurance Act, 1948. Such non-compliance and delayed compliance may attract penalties against our Company which could impact the financial position of us to that extent.

• Our Company`s failure to maintain the quality standards of our products or keep pace with the technological developments could adversely impact our business, results of operations and financial condition.

• We have issued Equity Shares during the last one year at a price that may be below the Offer Price.

• After the completion of the Offer, our Promoters will continue to collectively hold substantial shareholding in our Company.

• We are required to obtain, renew or maintain certain statutory and regulatory permits and approvals required to operate our business and if we fail to do so in a timely manner or at all and our business, financial conditions, results of operations, and cash flows may be adversely affected.

• Any slowdown or shutdown in our business operations or strikes, work stoppages or increased wage demands by our employees that could interfere with our operations could have an adverse effect on our business, financial condition and results of operations.

• We are subject to foreign currency exchange rate fluctuations which could have a material and adverse effect on our results of operations and financial conditions.

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

• Our Directors may have interests other than reimbursement of expenses incurred and normal remuneration or benefits in our Company.

• We have not been able to obtain certain records of the past experiences of our Directors and Senior Management Personnel.

• Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency and our management will have broad discretion over the use of the Net Proceeds.

• Our future funds requirements, in the form of fresh issue of capital or securities and/or loans taken by us, may be prejudicial to the interest of the shareholders depending upon the terms on which they are eventually raised.

• We have in this Draft Prospectus included certain Non-GAAP Measures that may vary from any standard methodology that is applicable across the industries in which we operate and may not be comparable with financial information of similar nomenclature computed and presented by other companies.

• Certain data mentioned in this Draft Prospectus has not been independently verified.

• The Offer Price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Offer.

• The Equity Shares have never been publicly traded, and, after the 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.

• The price of our Equity Shares may be volatile, or an active trading market for our Equity Shares may not develop.

• There is no guarantee that our Equity Shares will be issued pursuant to the Offer will be listed on the EMERGE Platform of NSE in a timely manner or at all.

• The requirements of being a public listed company may strain our resources and impose additional requirements.

• 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.

• Investors will not be able to sell immediately on Stock Exchange any of the Equity Shares you purchase in the Offer until the Offer receives appropriate trading permissions.

• We cannot assure payment of dividends on the Equity Shares in the future.

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

• Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law and could thereby suffer future dilution of their ownership position.

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

• The company has had negative cash flows from operating activities and investing activities in the past and may, in the future, experience similar negative cash flows.

• There have been instances of discrepancies/errors/delayed filings and statutory non compliances in the past. Its may be subject to legal proceedings or regulatory actions by statutory authorities and its business, financial condition and reputation may be adversely affected.

• There have been instances of delay in repayment of loans in the past. Any such delay in the future may adversely affect its business, results of operations and financial conditions.

• There have been instances of non-payment and delay in in payment of statutory dues in the past under the statutory provisions of the Central Goods and Services Tax Act, 2017, the Employees Provident Funds and Miscellaneous Provisions Act, 1952 and the Employees State Insurance Act, 1948. Such non-compliance and delayed compliance may attract penalties against the Company which could impact the financial position of it to that extent.

• The company has not been able to obtain certain records of the past experiences of its Directors and Senior Management Personnel.

• The company does not have documentary evidence for the educational qualification of two of its Directors.

• The company operates in competitive markets and its inability to compete effectively may lead to lower market share or reduced operating margins, and adversely affect the company results of operations.

• Its may not be able to maintain its current levels of profitability due to increased costs or reduced trading spreads or margins.

• 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.

• Its business is subject to seasonal volatility due to variation in demand during summer seasons and winter seasons as per industry practices.

• The company propose to use a part of the Net Proceeds of the Issue towards funding capital expenditure requirement of the Company however we are yet to place orders for machineries. Delay in procurement of the same may adversely affect its business, financial condition, results of operations.

• Its success largely depends upon the knowledge and experience of the company Promoters, Directors, Key Managerial Personnel and Senior Management Personnel as well as its ability to attract and retain personnel with technical expertise. Its inability to retain the company Promoters, Directors, Key Managerial Personnel and Senior Management or its ability to attract and retain other personnel with technical expertise could adversely affect the company business, results of operations and financial condition.

• The Company will not receive any proceeds from the Offer for Sale portion of the Offer.

• Lead and Acid, raw materials used in the manufacture of batteries, traded by the Company and used in Inverters and Home UPS systems, assembled by the Company, are hazardous in nature and such batteries could also catch fire. Any accidents involving hazardous material at the Company`s facilities could lead to property damage, production loss and accident claims and have a material adverse effect on its financials, revenue from operations, cash flows, etc.

• If the company is unable to establish and maintain an effective system of internal controls and compliances, its business and reputation could be adversely affected.

• Failures to manage its inventory could have an adverse effect on the company net sales, profitability, cash flow and liquidity.

• Its growth strategy to enter international markets may expose it to certain risks.

• 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. Further any defaults or delays in payment by a significant portion of its customers, may have an adverse effect on cash flows, results of operations and financial condition.

• Change in technology, evolving customer requirements and emerging industry trends may affect its business, may render the company current technologies obsolete and may require it to make substantial capital investments.

• The company has not identified any alternate source of funding and hence any failures or delay on its part to mobilize the required resources or any shortfall in the Offer proceeds may delay the implementation schedule.

• Its growth will depends on the company ability to build its brand and failure to do so will negatively impact its ability to effectively compete in this industry.

• The company has incurred indebtedness, and an inability to comply with repayment and other covenants in its financing agreements could adversely affect the company business and financial condition.

• Its success depends on stable and reliable logistics and transportation. Disruption of logistics and transportation services could impair the ability of its suppliers to deliver raw materials or its ability to deliver products to its customers and/ or increase our transportation costs, which may adversely affect the company operations.

• Its insurance coverage may not be adequate to protect it against certain operating hazards and this may have a material adverse effect on its business.

• The Company has entered into related party transactions in the past and may continue to do so in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on the Company`s financial condition and results of operations.

• Common pursuits exists between the Company, Subsidiary Company and its Group Company which could create conflicts of interest between it and the company Promoters.

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

• The company does not have an information security and disaster recovery system in place. Further any failures or disruption of its IT systems may adversely affect the company business, results of operations and financial condition.

• Fraud, theft, employee negligence or similar incidents may adversely affect its results of operations and financial condition.

• Its employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.

• The company relies on contract manpower for carrying out certain of its operations and we may be held responsible for paying the salary of such manpower, if the independent contractors through whom such manpower are hired default on their obligations, and such obligations could have an adverse effect on its results of operations and financial condition.

• The average cost of acquisition of Equity Shares by its Promoters is lower than the offer price.

• The Company`s failure to maintain the quality standards of its products or keep pace with the technological developments could adversely impact the company business, results of operations and financial condition.

• The company has issued Equity Shares during the last one year at a price that may be below the Offer Price.

• After the completion of the Offer, its Promoters will continue to collectively hold substantial shareholding in the Company.

• The company is required to obtain, renew or maintain certain statutory and regulatory permits and approvals required to operate its business and if the company fails to do so in a timely manner or at all and its business, financial conditions, results of operations, and cash flows may be adversely affected.

• Any slowdown or shutdown in our business operations or strikes, work stoppages or increased wage demands by our employees that could interfere with our operations could have an adverse effect on our business, financial condition and results of operations.

• The company is subject to foreign currency exchange rate fluctuations which could have a material and adverse effect on its results of operations and financial conditions.

• Its Directors may have interests other than reimbursement of expenses incurred and normal remuneration or benefits in the Company.

• Its funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency and its management will have broad discretion over the use of the Net Proceeds.

• Any variation in the utilization of the Net Proceeds as disclosed in this Prospectus shall be subject to certain compliance requirements, including prior approval of the shareholders of the Company.

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

• The company has in this Prospectus included certain Non-GAAP Measures that may vary from any standard methodology that is applicable across the industries in which we operate and may not be comparable with financial information of similar nomenclature computed and presented by other companies.

• Certain data mentioned in this Prospectus has not been independently verified.