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The company has been operating for over 4 decades, however, any disruption, breakdown or shutdown of its operating facilities, in future, may have a material adverse effect on the company business, financial condition, results of operations and cash flows.
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The company is one of the largest manufacturers of winding and conductivity products for a range of critical industries and applications, its operations and performance are dependent on copper based products which constituted over 90% of the company revenues. Any adverse changes in the conditions affecting such products` market or any slowdown in demand of the said products can adversely impact its business, financial condition and results of operations.
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While the company has longstanding relations with several of its customers and suppliers, it does not have long term agreements for supply of products or raw material with most of them. Failures to successfully continue its supplier /customer relationships could adversely affect the company.
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The company is dependent on its top 5 suppliers for most of its raw material supplies. Any dispute with such supplier may lead to interruption in the company supplies of raw materials.
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While its revenues are growing pan-India across 20 states/union territories, however, the company revenue is concentrated in western India. Any slowdown in these states may impact its business.
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While the company supply to various end-user industries, a significant part of its revenues comes from supplies to power & transmission, general engineering and electrical sector. Any slowdown in these sectors may impact its business.
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Since the company incorporation in the year 1981, the company has expanded its business, scale of operations and delivered variety of products, creating the company position in the winding and conductivity products. However, the company faces competitive pressures in its business in the future and the company inability to compete effectively would be detrimental to its business and prospects for future growth.
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The Company and its Promoters are involved in a few litigations. 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.
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The company is exposed to foreign currency fluctuation risks, particularly in relation to its import of raw materials and export of products, which may adversely affect the company results of operations, financial condition and cash flows.
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Significant increases or fluctuations in prices of, or shortages of, or delay or disruption in supply of primary raw materials could affect its estimated costs, expenditures and timelines which may have a material adverse effect on its business, financial condition, results of operations and cash flows.
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While the company export its products to over 20 countries across 5 continents, the company inability to handle risks associated with its export sales could negatively affect the company sales to customers in foreign countries.
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The company is subject to pre-qualification and pre order audit by some of its customers. In case its operating facilities does not meet the customers` requirements, the company may not get orders from its customers.
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While the company manufacture a majority portion of its products for sale based on confirmed orders under direct arrangements, however, if there are any fluctuations in the demand for its products, it could affect the company inventory levels, operations, financial condition and cash flow.
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The company operates in a manpower intensive industry and are subject to labour laws and any strike, work stoppage or increased wage demand by its employees or any other kind of disputes with the company employees or high attrition could adversely affect its business, financial condition, results of operations and cash flows.
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There have been certain delay in payment of its statutory dues. Any delay in timely payment of statutory dues may expose the company to penalties from the regulators.
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Its registered office and operating facilities are situated on the leased land, any termination of lease may impact the company operations.
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Its work with hazardous materials and activities in the company operation can be dangerous, which could cause injuries to people or property.
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A downgrade in its credit ratings could materially adversely affect the company business and financial condition and its ability to raise capital in the future.
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The company is subject to quality requirements and any product defect issues or failures by it or the company raw material suppliers to comply with quality standards may lead to the cancellation of existing and future orders, recalls or warranty and exposure to potential product liability claims.
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While its Promoters collectively have over six decades of experience, the company is dependent on them and its KMP for the company operations and performance. The loss of or its inability to attract or retain such persons could materially adversely affect the company business performance.
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The objects of the Fresh Issue and deployment of funds are based on management estimates and have not been appraised by any external independent agency. There is no assurance that our expansion and existing plans will be successful.
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The company is yet to place orders for equipment proposed to be funded through this Offer. In the event of any delay in placing the orders, or in the event the vendors are not able to provide the equipment in a timely manner, or at all, it may result in time and cost over-runs and its business, results of operations, financial condition and cash flows may be adversely affected.
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Any variation in the utilization of the Net Proceeds shall be subject to certain compliance requirements, including prior approval of the shareholders of the Company.
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The Company has negative cash flows from its operating activities and investing activities in the past years, details of which are given below. Sustained negative cash flow could impact on its growth and business.
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The company may not be successful in implementing its strategies, which could materially adversely affect the company business, results of operations and prospects.
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Its financing agreements contain covenants that limit the company flexibility in operating its business. If the company is not in compliance with certain of these covenants and are unable to obtain waivers from the respective lenders, its lenders may accelerate the repayment schedules, and enforce their respective security interests, leading to a material adverse effect on its business and financial condition.
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Certain sections of this Draft Red Herring Prospectus contain information from CareEdge Report, which has been commissioned and paid for by the Company and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.
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The company failures to identify and understand evolving industry trends and preferences and to develop new products to meet its customers` demands may materially adversely affect the company business.
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Its Promoters and Promoter Group will continue to retain a majority shareholding in it after the Offer, which will allow them to exercise significant influence over the company.
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The company has certain contingent liabilities, which if materialise, may adversely affect its financial condition.
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The company Promoters have provided personal guarantees to loan facility availed by it, which if revoked may requires alternative guarantees, repayment of amount due or termination of the facilities.
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The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the Shareholders.
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Its Promoter, Shyamsundar Rathi is unable to trace his educational degrees/certificates and the company has relied on undertakings furnished by him for such details of his profile.
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Certain corporate records are not available with the Company. Same may expose it to penalties.
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The company is largely dependent on third-party transportation providers to transport and deliver raw materials and final products to its sites. Any delay in the receipt of the company raw material or final products may adversely affect its business.
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Its may not be in compliance with requirements of lending documents. Any default with respect to lending documents may lead to imposition of penalties by the lenders.
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Its Promoters, Shyamsundar Rathi and Shailesh Rathi, have entered into partnership agreement in respect of Bhagwat Wires Industries, which is not operational presently.
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The interests of its Promoters/Directors and key management personnel may cause conflicts of interest in the ordinary course of its business. Conflicts may arise in the ordinary course of decision-making by the company Board.
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Its ability to pay dividends in the future will depends on the company future cash flows, working capital requirements, capital expenditures and financial condition.
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The company is subject to various laws and extensive government regulations and if the company fails to obtain, maintain or renew its statutory and regulatory licenses, permits and approvals required in the ordinary course of the company business, including environmental, health and safety laws and other regulations, its business financial condition, results of operations and cash flows may be adversely affected.
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Improper storage, processing and handling of its raw materials, work products and products could damage the company inventories and, as a result, have an adverse effect on its business, results of operations and cash flows.
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Information relating to the installed manufacturing capacity of its existing manufacturing units included in this Draft Red Herring Prospectus is based on various assumptions and estimates and future production and capacity utilization may vary.
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Its insurance coverage may not be adequate to protect the company against all potential losses, which may have a material adverse effect on its business, financial condition, cash flows and results of operations.
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The company is exposed to compliance and internal control related risks.
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Failures or disruption of the company information technology systems may adversely affect its business, financial condition, results of operations, cash flows and prospects.
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Its suppliers and customers may engage in certain transactions in or with countries or persons that are subject to international economic sanctions.
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The company has in this Draft Red Herring Prospectus included certain non-GAAP financial measures and certain other industry measures related to its operations and financial performance that may vary from any standard methodology that is applicable across the winding and conductivity products industry.
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Over 80% of the company revenues from operations was derived from supplies to power & transmission, general engineering, and electrical sector in the three months period ended June 30, 2025, and last 3 Fiscals. Any slowdown in these sectors may impact its business.
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Significant increases or fluctuations in prices of, or shortages of, or delays or disruptions in the supply of the company primary raw materials could affect its estimated costs, expenditures, sales, and timelines, which may has a material adverse effect on the company business, financial condition, results of operations and cash flows.
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One of the company Promoters, Shilpa Rathi and members of its Promoter Group has received notices under the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003. We cannot assure you that the company or its Promoters or members of the company Promoter Group will not receive such notices in the future. In case any penalty is imposed on the company promoters or members of its Promoter Group in the future in such matters, it may impact the company reputation or financials.
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Its subject to pre-qualification and pre-order audit by some of the company customers. In case its operating facilities does not meet the customers` requirements, its may not get orders from the company customers.
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The company has been certain delays in payment of its statutory dues. Any delay in timely payment of statutory dues may expose it to penalties from the regulators.
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Its Promoters, Shyamsundar Rathi and Shailesh Rathi, has entered into a partnership agreement in respect of Bhagwat Wires Industries, which is not operational presently.
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The objects of the Fresh Issue and deployment of funds are based on management estimates and has not been appraised by any external independent agency. There is no assurance that the company expansion and existing plans will be successful.
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The company has placed purchase orders for certain plant and machinery aggregating to ? 228.42 million and its yet to place purchase orders for the remaining plant and machinery proposed to be funded through this Offer. In the event of any delay in placing the purchase orders, or in the event the vendors are not able to provide the equipment in a timely manner, or at all, it may result in time and cost over-runs, and its business, results of operations, financial condition and cash flows may be adversely affected.
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The company Promoters are involved in certain income tax proceedings. In case these proceedings are decided against its Promoters, it may impact the Company`s ability to raise funds and the reputation and operations of the Company.
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The company market capitalization to revenue, market capitalization to tangible assets and enterprise value ("EV") to Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") based on the Offer Price may not be indicative of its market price on listing or thereafter.
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The Company has negative cash flows from its operating activities, investing activities and financing activities in the three months period ended June 30, 2025, and preceding three fiscals, details of which are given below. Sustained negative cash flow could impact its growth and business.
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The company continued operations at its manufacturing facilities are critical to the company business and any disruption, breakdown, or shutdown of its operating facilities or plant machinery may impact the company financial condition, results of operations and cash flows.
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Majority of its revenues are derived from copper-based products which contribute more than 93% of our revenue. Any adverse changes in the conditions affecting such products` market or any slowdown in demand of the said products can adversely impact its business, financial condition and results of operations.
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The company does not has long term agreements for supply of products or raw material with most of the company raw material suppliers or customers. Failure to successfully continue its raw material suppliers/customer relationships could adversely affect it.
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the company dependent on its top 5 suppliers for most of the company raw material supplies. Any dispute with such a supplier may lead to interruption in its supplies of raw materials.
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Its revenue is concentrated in western India. Any slowdown or disturbance in western states may impact its business.
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The Company and its Promoters are involved in a few litigations. 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.
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The company largely dependent on third-party transportation providers to transport and deliver raw materials and final products to its sites. Any delay in the receipt of the company raw material or final products may adversely affect its business.
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Its may not be in compliance with requirements of lending documents. Any default with respect to lending documents may lead to imposition of penalties by the lenders.
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The company exposed to foreign currency fluctuation risks, particularly in relation to its import of raw materials and export of products, which may adversely affect the company results of operations, financial condition and cash flows.
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Its may face competitive pressures in the company business in the future, and its inability to compete effectively would be detrimental to the company business and prospects for future growth.
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While its export the company products to over 18 countries across 5 continents, its inability to handle risks associated with the company export sales could negatively affect its sales to customers in foreign countries.
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Improper storage, processing and handling of the company raw materials, work products and products could damage the company inventories and, as a result, has an adverse effect on its business, results of operations and cash flows.
-
While the company manufacture a majority portion of its products for sale based on confirmed orders under direct arrangements, if there are any fluctuations in the demand for the company products, it could affect its inventory levels, operations, financial condition and cash flow.
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The company operate in a manpower intensive industry and are subject to labour laws and any strike, work stoppage or increased wage demand by its employees or any other kind of disputes with the company employees or high attrition could adversely affect its business, financial condition, results of operations and cash flows.
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The company registered office and operating facilities are situated on the leased land, any termination of lease may impact its operations.
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Its Promoters, Directors, Subsidiary, are in business similar to its and has interests in certain companies, which are in similar business to ours, and this may result in a potential conflict of interest with it.
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The company work with hazardous materials, and activities in its operation can be dangerous, which could cause injuries to people or property.
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A downgrade in the company credit ratings could adversely affect its business and financial condition and the company ability to raise capital in the future.
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Its subject to quality requirements and any product defect issues or failure by it or the company raw material suppliers to comply with quality standards may lead to the cancellation of existing and future orders, recalls or warranty, and exposure to potential product liability claims. the company has been cases, where its products has been returned due to its products` failure to meet the customers` requirements. In case such products are returned in the future, it may impact the company financials.
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The company dependent on its Promoters and the company KMP for its operations and performance. The loss of or the company inability to attract or retain such persons could materially adversely affect its business performance.
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While the company Executive Directors has long experience in business, they lack prior experience as directors of listed entities, which may require additional time for them to fully understand their roles and responsibilities. This could potentially affect its corporate governance standards, investor confidence, and operational performance.
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Its failure to comply with trade restrictions such as economic sanctions and export controls could negatively impact the company reputation and results of operations.
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The Company proposes to utilize part of the Net Proceeds for repayment or pre-payment, in full or in part, of all or certain borrowings including the bridge loan availed by the Company.
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Its may not be able to optimally utilize the company backward integration to enhance and support its business, which may affect the company operations and profitability.
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Any variation in the utilization of the Net Proceeds shall be subject to certain compliance requirements, including prior approval of the shareholders of the Company.
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Its may not be successful in implementing the company strategies, which could materially adversely affect its business, results of operations and prospects.
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The company financing agreements contain covenants that limit its flexibility in operating the company business. If its not in compliance with certain of these covenants and are unable to obtain waivers from the respective lenders, the company lenders may accelerate the repayment schedules, and enforce their respective security interests, leading to a material adverse effect on its business and financial condition.
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Certain sections of this Red Herring Prospectus contain information from the Care Edge Report, which has been commissioned and paid for by the Company and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.
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The company failure to identify and understand evolving industry trends and preferences and to develop new products to meet the customers` demands may materially adversely affect its business.
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The company Promoters and Promoter Group will continue to retain a majority shareholding in it after the Offer, which will allow them to exercise significant influence over it.
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The company has certain contingent liabilities, which if materialize, may adversely affect its financial condition.
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The company Promoters has provided personal guarantees to the loan facilities availed by it, which if revoked may require alternative guarantees, repayment of the amount due or termination of the facilities.
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the company has in the past entered into related party transactions and may continue to does so in the future, which may potentially involve conflicts of interest with the Shareholders.
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Its Promoter, Shyamsundar Rathi is unable to trace his educational degrees/certificates and the company has relied on undertakings furnished by him for such details of his profile. In the absence of the documentary evidence, its unable to independently confirm the correctness and veracity of the information in respect of the education of the company Promoter, Shyamsundar Rathi
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Certain corporate records are not available with the Company. The same may expose it to penalties.
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The interests of the company Promoters/Directors and key management personnel may cause conflicts of interest in the ordinary course of its business. Conflicts may arise in the ordinary course of decision-making by the company Board.
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Its ability to pay dividends in the future will depend on the company future cash flows, working capital requirements, capital expenditures and financial condition.
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Its subject to various laws and extensive government regulations and if the company fail to obtain, maintain or renew its statutory and regulatory licenses, permits, approvals and accreditations including quality standards, required in the ordinary course of its business, including environmental, health and safety laws and other regulations, the company business financial condition, results of operations and cash flows may be adversely affected.
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Information relating to the installed manufacturing capacity of the company existing manufacturing units included in this Red Herring Prospectus is based on various assumptions and estimates, and future production and capacity utilization may vary.
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The company insurance coverage may not be adequate to protect it against all potential losses, which may has a material adverse effect on its business, financial condition, cash flows and results of operations.
-
The company exposed to compliance and internal control related risks.
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Failure or disruption of the company information technology systems may adversely affect its business, financial condition, results of operations, cash flows and prospects.
-
The company suppliers and customers may engage in certain transactions in or with countries or persons that are subject to international economic sanctions.
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The company has in this Red Herring Prospectus included certain non-GAAP financial measures and certain other industry measures related to its operations and financial performance that may vary from any standard methodology that is applicable across the winding and conductivity products industry.
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Significant differences exist between Ind AS and other accounting principles, such as US GAAP and International Financial Reporting Standards ("IFRS"), which investors may be more familiar with and consider material to their assessment of the company financial condition.
