Z-Tech

Risks

• Operating in three distinct segments that lacks connections poses a significant risk to its business.

• The company derives a substantial portion of its revenue from its newly introduced business Sustainable theme park as compared to Geo technical specialized solutions and Water Waste management. Its dependency on sustainable theme park can have a material adverse effect on its business, financial condition, results of operations and cash flows.

• Its present promoters of the Company are first generation entrepreneur.

• Its promoter or holding company has incurred losses in the past and may incur losses in the future also.

• The company has had negative cash flows in the past and may continue to have negative cash flows in the future.

• Its business is subject to seasonal fluctuations that could result in delays or disruptions to its operations during the critical periods of the company`s projects and cause severe damages to its premises and equipment`s.

• The mismatch between the water samples and actual water may cause significant financial loss and cause harm to integrity and viability of its industrial setups.

• Changes in technology may render its current technologies obsolete or require the company to make substantial investments.

• Majority of its state wise revenues from operations for the last 3 years is majorly derived from Delhi. Any adverse developments affecting its operations in this state could have an adverse impact on the company revenue and results of operations.

• Its success depends largely upon the services of the company Directors, Promoters and other Key Managerial Personnel and its ability to attract and retain them. Demand for Key Managerial Personnel in the industry is intense and its inability to attract and retain Key Managerial Personnel may affect the operations of the Company.

• Its operations may cause injury to people or property and therefore could subject it to significant disruptions in the company`s business, legal and regulatory actions, costs and liabilities which could materially and adversely affect its business, financial condition and results of operations.

• The Company`s operation and growth is dependent upon successful implementation of its business strategies.

• The company depends on government tenders for a certain part for its revenue of operations. Any unavailability or any failure to secure these tenders in the future may adversely affect its business operations and financial conditions.

• The company may not be successful in bidding for and winning bids for sustainable theme park to grow its business.

• If the company does not deliver government projects on time, the likelihood of receiving future bids diminishes significantly. This delay may have a material adverse effect on its business, financial condition, results of operations, and prospects.

• An inability to comply with environmental laws and other regulatory requirements in relation to Waterwaste Management may adversely affect its business, financial condition and results of operations.

• The company requires high working capital for its smooth day to day operations of business and any discontinuance or its inability to procure adequate working capital timely and on favorable terms may have an adverse effect on its operations, profitability and growth prospects.

• Its Registered Office and other branches from where the company operates are not owned by it. If the company is required to vacate the same, due to any reason whatsoever, it may adversely affect its business operations.

• The company does not have long-term contracts with its suppliers and therefore, there may be potential unavailability of raw materials in future, which may adversely affect its business operations.

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

• The company depends on a limited number of customers for a significant portion of its revenues. The loss of a major customer or significant reduction in demand from any of its major customers may adversely affect the company`s business, financial condition, results of operations and prospects.

• Any controversies and religious sentiments could result in shortfall in the number of visitors in the sustainable theme park which could negatively impact its revenue.

• The Company is involved in certain legal proceedings/litigations. Any adverse decision in such proceedings may render it/them liable to penalties and may adversely affect its business and result of operations.

• Its business operations are subject to various operating risks at its sites, accidental risk, the occurrence of which can affect its results of operations and consequently, financial condition of the Company.

• The company may not be able to prevent unauthorised use of trademarks obtained/ applied for by third parties, which may lead to the dilution of its goodwill. (Newly added)

• The company may not be able to prevent unauthorised use of patents obtained/ applied for by third parties, which may lead to the dilution of its goodwill.

• Bidding for a tender involves various management activities such as detailed project study, cost estimations. Inability to accurately measure the cost may lead to bid amount having margin lower than hurdle rate margin i.e. the expected rate of return.

• The Company has unsecured loans that may be recalled by the lenders at any time.

• Its profitability and business operations are significantly dependent on its ability to successfully anticipate the industry and client requirements. Any failure on its part to do so, may have an impact on its operations, which could have an adverse effect on the company revenue, reputation, financial conditions, results of operations and cash flows.

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

• In addition to normal remuneration, other benefits and reimbursement of expenses some of its Directors (including its Promoters) and Key Management Personnel are interested in the Company to the extent of their shareholding and dividend entitlement in the Company.

• If the company fail to maintain an effective system of internal controls, its may not be able to successfully manage or accurately report the company`s financial risk.

• Its funding requirements and proposed deployment of the Net Proceeds have not been appraised by a credit rating agency registered with the Board and if there are any delays or cost overruns, its may have to incur additional cost to fund the objects of the Issue because of which its business, financial condition and results of operations may be adversely affected.

• Certain Agreements, deeds or licenses and certificates may be in the previous name of the company, the company has to update the name of the company in all the statutory approvals and certificates due to the conversion of the Company.

• The company is subject to stringent labour laws or other industry standards and any strike, work stoppage, Lock-out or increased wage demand by its employees or any other kind of disputes with the company employees could adversely affect its business, financial condition and results of operations.

• Significant differences exist between Indian GAAP and other accounting principles, such as Ind AS, IFRS and U.S. GAAP, which may be material to investors` assessments of our financial condition, result of operations and cash flows.

• The Company is subject to foreign exchange control regulations which can pose a risk of currency fluctuations.

• The Company has not paid any dividend in past 3 financials years and its ability to pay dividends in the future may be affected by any material adverse effect on its future earnings, financial condition or cash flows.

• Industry information included in this Draft Red Herring Prospectus has been derived from an industry report from various websites. The reliability on the forecasts of the reports could be incorrect and would significantly impact its operations.

• The Company`s future funding requirements, in the form of further issue of capital or other securities and/or loans that might be availed by it, may turn out to be prejudicial to the interest of the shareholders depending upon the terms and conditions on which they are raised.

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

• Its insurance coverage in connection with the company`s business may not be adequate and may adversely affect its operations and profitability.

• There are certain restrictions on daily movements in the price of 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.

• After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market for the Equity Shares may not develop.

• Market price of its share will be decide by market forces and issue price of equity share may not be indicative of the market price its share price after the issue.

• The Company may incur penalties or liabilities for non-compliances with certain provisions of the GST Act, Income Tax and other applicable laws in the last three (3) Years and in stub period.