HVAX Technologies Ltd

Risks

• The Company is dependent on few numbers of customers for sales. The loss of any of this large customer may affect its revenues and profitability.

• The Company is dependent on few suppliers for purchase of product. Loss of any of these large suppliers may affect its business operations.

• Significant portion of its supply are from the company related parties being HVAX Engineering and Isovax Technologies.

• The company has experienced significant working capital requirements in past and may continue to experience in future also. If the company experience insufficient cash flows from its operations or are unable to borrow to meet the company working capital requirements, it may materially and adversely affect its business, cash flows and results of operations.

• The company source a large part of its new orders from the company relationships with customers, both present and past. Any failures to maintain its long-standing relationships with the company existing customers or forge similar relationships with new ones would have a material adverse effect on its business operations and profitability.

• Its current Order Book does not guarantee full realization of future income. Some orders may be subject to modifications, cancellations, delays, holds, or partial payments by customers, which could have adverse effects on its operational results.

• The company appoint contract labour for carrying out its operations and the company may be held responsible for payment of wages of such workers, if the independent contractors through whom such workers are hired default on their payment obligations. Such obligations could have an adverse impact on its results of operations, cash flows and financial condition.

• The Company has reported certain negative cash flows from its operating activity, investing activity and financing activity, details of which are given below. Sustained negative cash flow could impact its growth and business.

• Its Promoters, Directors and Key Managerial Personnel may have interests other than reimbursement of expenses incurred and receipt of remuneration or benefits from the Company. Certain of its Promoters and Directors may have interests in entities, which are in businesses similar to its and this may result in conflict of interest with the company.

• Its historical performance is not indicative of the company future growth or financial results and its may not be able to sustain its historical growth rates or effectively execute the company strategies, which may adversely affect its business and financial results.

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

• Its global operations expose the company to numerous and sometimes conflicting legal and regulatory requirements, and violation of these regulations could harm its business.

• Its warehouse, from where the company operates is not owned by it but taken on leave and license basis. Its inability to renew the leave and license agreements or any adverse impact on the title or ownership rights of its landlords / owners in relation to these premises may impede its operations.

• Its adherence to strict quality requirements is essential as any failures to comply with these standards could result in the cancellation of existing and future orders. Moreover, unsatisfied clientele can significantly impact its business operations and future prospects.

• Its business requires it to obtain and renew certain registrations, licenses and permits from government and regulatory authorities and the failures to obtain and renew them in a timely manner may adversely affect its business operations. The company requires a number of approvals, NOCs, licenses, registrations and permits in the ordinary course of its business. Some of the approvals are required to be obtained by its Issuer Company and any failures or delay in obtaining the same in a timely manner may adversely affect its operations.

• As the company continue to grow, its may not be able to effectively manage the company`s growth and the increased complexity of its business, which could negatively impact the company brand and financial performance.

• If the company is unable to identify consumer demand, project timeline accurately and maintain an optimal level of inventory, its business, results of operations, cash flows and financial condition may be adversely affected.

• None of its Directors have prior experience of being a Director of a listed company.

• The company faces foreign exchange risks that could adversely affect its results of operations and cash flows.

• Some of its Group Companies and the company Promoter Group Entities/other ventures of its Promoter are engaged in similar line of business. Any conflict of interest in future may occur between its group company or the company promoter group entities/other ventures of its Promoter and us may adversely affect the company`s business, prospects, results of operations and financial condition.

• If the company is unable to service its debt obligations in a timely manner or to comply with various financial and other covenants and other terms and conditions of its financing agreements, it may adversely affect the compamy`s business, prospects, results of operations and financial condition.

• The Company has availed unsecured loans which are repayable on demand. Any demand from lenders for repayment of such unsecured loans, may adversely affect its cash flows.

• Its lenders have charge over the company movable and immovable properties in respect of finance availed by the company.

• Significant disruptions of information technology systems or breaches of data security could adversely affect its business.

• Its inability to collect receivables from customers or default in payment by them could result in reduction of its profits and affect our cash flows.

• The company is dependent on its Promoters, its senior management and other key personnel, and the loss of, or its inability to attract or retain, such persons could affect the company`s business, results of operations, financial condition and cash flows.

• Its Promoters and Directors have provided personal guarantees for financing facilities availed by the Company and may in the future provide additional guarantees and any failures or default by the Company to repay such facilities in accordance with the terms and conditions of the financing agreements could trigger repayment obligations on them, which may impact their ability to effectively service their obligations as its Promoters and Directors and thereby, adversely impact its business and operations.

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

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

• The company could be adversely affected due to misconduct or errors of its employees that are difficult to detect and any such incidents could adversely affect its financial condition, results of operations and reputation.

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

• The company is subject to anti-bribery, anti-corruption and sanctions laws and regulations.

• There are outstanding legal proceedings involving the Company, Promoters and Directors. Any adverse decision in such proceedings may have a material adverse effect on its business, results of operations and financial conditions.

• Compliance with, and changes in, environmental, health and safety laws and regulations or stringent enforcement of existing environmental, health and safety laws and regulations may result in increased liabilities and increased capital expenditures and may adversely affect its cash flows, business results of operations and financial condition.

• Its international operations and the company strategy to further grow these operations expose it to complex management, legal, tax, operational and economic risks, and exchange rate fluctuations, which could adversely affect its business, financial condition and results of operations.

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

• Its actual cost incurred in completing a project may vary substantially from the assumptions underlying its bid. The company may be unable to recover all or some of the additional expenses incurred, which could adversely affect its financial condition, results of operation and cash flows.

• The company relies on third parties, including sub-contractors, to complete certain projects and any failures arising from non-performance, delayed performance or inadequate quality in the performance of work by such third parties, or a failure by third-party subcontractors to comply with applicable laws, to obtain the necessary approvals, or provide services on agreed terms, could adversely affect its business, financial condition, results of operations and cash flows.

• Its reliance on equipment suppliers for its business operations exposes the company to a variety of risks which could materially disrupt its operations.

• The company`s business development efforts involve considerable time and expense, and its revenues may not justify expenses incurred towards business development efforts.

• Its insurance coverage may be inadequate, which could have an adverse effect on its financial condition and results of operations.

• The company has certain contingent liabilities and commitments that may adversely affect its financial condition.

• 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.

• Its ability to pay any dividends will depends upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures. Moreover, the company might not sustain historical dividend levels moving forward.

• There is no monitoring agency appointed by the Company to monitor the utilization of the Issue proceeds.

• Its Promoters and the Promoter Group will jointly continue to retain majority shareholding in the Company after the Issue, which will allow them to determine the outcome of the matters requiring the approval of shareholders.

• Any future issuance of its Equity Shares may dilute prospective investors` shareholding, and sales of its Equity Shares by the company major shareholders may adversely affect the trading price of its Equity Shares.

• The Issue price of its Equity Shares may not be indicative of the market price of the company Equity Shares after the Issue and the market price of its Equity Shares may decline below the Issue Price and you may not be able to sell your Equity Shares at or above the Issue Price.

• The company has not commissioned an industry report for the disclosures made in the chapter titled ndustry Overview` and made disclosures on the basis of publicly available data and such data has not been independently verified by it.

• There have been delays in submitting regulatory filings with the RoC. The company cannot assure you that no legal proceedings or regulatory actions will be initiated against the Company in the future.

• There are certain instances of delays in payment of statutory dues. Any delay in payment of statutory dues or non-payment of statutory dues in dispute may attract financial penalties from the respective government authorities, which may have an adverse impact on its financial condition and cash flows.

• Its may not be able to adequately protect the company intellectual property.

• In the event there is any delay in the completion of the Issue, or delay in schedule of implementation, there would be a corresponding delay in the completion of the objects of this Issue which would in turn affect its revenues and results of operations.

• A member of its Promoter Group Entities namely HVAX Engineering uses the company registered trademark for its operations. The company does not have any control on its activities and change in operation of this entity could adversely affect its reputation and results of operations.

• The company has not identified any alternate source of raising the funds required for the object of the Issue and the deployment of funds is entirely at its discretion and as per the details mentioned in the section titled "Objects of the Issue".

• Its certain members of the company promoter group have not filed Income Tax Returns("ITR").

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

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