Samay Project Services Ltd

Risks

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

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

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

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

• We derive majority of our 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 our orders being foreclosed, terminated, restructured or renegotiated, which may have a material effect on our business and results of operations.

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

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

• We depend on our 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 our suppliers or any instability of our supplier base could adversely impact our operations.

• We source our 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 our procurement in these regions could have an adverse impact on our revenue and results of operations.

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

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

• "We do not have long-term Agreements/Contracts with suppliers for our raw materials which may adversely affect our Business, Results of Operations and Financial Condition.

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

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

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

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

• We have in past entered into related party transactions and we may continue to do so in the future, which may affect our competitive edge.

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

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

• Our Company requires significant amounts of working capital for a continued growth. Our inability to meet our working capital requirements may have an adverse effect on our results of operations.

• We have certain contingent liabilities, which, if they materialize, may adversely affect our results of operations, financial condition and cash flows.

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

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

• Our Registered Office is not owned by us. In the event of any disruption of our rights as licensee/ lessee or termination of the agreements with our licensors/ lessors, our 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 our logistic service providers may have an adverse effect on our business and results of operations.

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

• We certainly rely on our customer base and our inability to maintain the stability of our customer base and attract additional customers may have a material adverse effect on our results of operations and financial condition.

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

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

• We have a good presence in multiple EPC segments, we may depend 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 us 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 our business.

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

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

• We operate in a highly competitive business environment. Increased competition and our inability to compete may adversely affect our results of operations.

• We have incurred indebtedness. In addition, certain of our financing agreements involve variable interest rates and an increase in interest rates may adversely affect our results of operations and financial condition.

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

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

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

• We are exposed to foreign currency exchange rate fluctuations, which may impact our results of operations and cause our results to fluctuate. Our inability to manage our foreign currency risk may harm our results of operations and cause our results to fluctuate and/or decline.

• Our 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 our results of operations and our financial conditions.

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

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

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

• Our funding requirements and proposed deployment of the Net Proceeds are based on management estimates and we have 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 our Company.

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

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

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

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

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

• We have 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 us.

• Our inability to procure and/or maintain adequate insurance cover in connection with our business may adversely affect our 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.

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

• Our future fund requirements, in the form of further 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 may not maintain profitability in the future.

• We have not independently verified certain data in this Red Herring Prospectus.

• The requirements of being a listed company may strain our 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 our Equity Shares and we do 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 our Company may dilute your shareholding and any sale of Equity Shares by our Promoter or members of our Promoter Group may adversely affect the trading price of the Equity Shares.

• Sale of Equity Shares by our 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 Our Company`s financial condition. Our failure to successfully adopt IFRS may have an adverse effect on the price of our Equity Shares. The proposed adoption of IFRS could result in our 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 our ability to attract foreign investors, which may adversely impact the market price of the Equity Shares.