Solarium Green

Risks

• The company revenues are highly dependent on its operations in the geographical region of the State of Gujarat. Any adverse development affecting its operations in this region could have an adverse impact on the company business, financial condition and results of operations.

• The company were engaged in the manufacturing of Polycrystalline Solar Module from year 2018, which was put on halt in February, 2024, due to reforms in Approved List of Modules and Manufacturers of Solar Photovoltaic Modules by Ministry of New & Renewable Energy. Any such regulatory changes or change by Ministry of New & Renewable Energy or any other government authority in policy in relation to solar modules or ancillary products may affect the company`s operations, cash flows and financial conditions.

• The company business is dependent on few numbers of clients. Its Top 10 customers contributed 40.76%, 41.01%, 25.98% and 39.71% of revenue from operations in period/financial year ended on September 30, 2024, March 31, 2024, 2023 and 2022, respectively. The loss of any of these clients could have an adverse effect on its business, financial condition, results of operations and cash flows.

• Several of its key raw materials and components are sourced from a limited group of suppliers, which exposes it to supplier concentration risks. Any restriction in supply or defects in quality could cause delays in project construction or implementation and impair its ability to provide the company services to clients at a price that is profitable to it, which could have a material adverse effect on its business, financial condition and results of operations.

• The company is exposed to risks associated with time and cost overruns, delays or under- estimations of its costs of construction, which may affect the economic viability of the company renewable energy projects.

• Its may be unable to accurately estimate costs under Lumpsum turnkey contracts, fails to maintain the quality under its turnkey contracts and the company may experience delays in completing the construction of solar power projects, which may increase its construction costs and working capital requirements, and may have a material adverse effect on its financial condition, cash flow and results of operations.

• The company as well as its Promoters may be involved in certain legal proceedings, which may materially and adversely affect its business financial condition and results of operations.

• Orders in its order book may be delayed, modified or cancelled, and letters of intent may be withdrawn or may not translate to confirmed orders, which may have a material adverse effect on its business, results of operations and financial condition.

• The Company has experienced negative cash flow in the past and may continue to do so in future, which could have a material adverse effect on its business, prospects, financial condition, cash flows and results of operations.

• The company has in the past entered into a number of related party transactions and may continue to enter into related party transactions in the future on an arm`s length basis, and there can be no assurance that the company could not have achieved more favourable terms if such transactions had not been entered into with related parties.

• The company failures to perform in accordance with the standards prescribed in work order of its clients could result in loss of business or payment of liquidated damages.

• The company has acquired Land from Promoter and Whole Time Director i.e., Pankaj Vallbhbhai Gothi and other partiesin the past 5 years.

• The company has experienced delayed filings of certain e-forms under Companies Act, 2013 with Registrar of Companies which could potentially attract penalties, fines and other regulatory actions.

• There are certain discrepancies and non- compliances noticed in some of its financial reporting and/or records relating to filing of returns and deposit of statutory dues with the taxation and other statutory authorities.

• The company is required to provide bank guarantees and performance guarantees under its turnkey EPC contracts. Any inability to arrange such guarantees or the invocation of such guarantees may materially and adversely affect the company ability to bid for new projects and have a material adverse effect on its future revenues and business prospects.

• The company may incur unforeseen costs, liabilities or obligations when providing O&M services. Which could materially and adversely affect its business, financial condition and results of operations.

• One of its business verticals i.e. Government Projects of Turnkey Solutions is subject to significant revenue concentration in the second half of a financial year and its may not be able to forecast the company project schedule which could have an adverse effect on its cash flows, business, results of operations and financial condition.

• The company relies significantly on its Promoters Ankit Garg and Pankaj Vallabhbhai Gothi for the operations of the company. If any of them is unable or unwilling to continue in their current roles, it can significantly affect its business operations and financial conditions.

• The company is required to maintain certain licenses, approvals, registrations, consents and permits in the ordinary course of business, and the failures to maintain them may materially and adversely affect its operations.

• The company success will depends on its ability to attract and retain the company key managerial personnel (KMP), Senior Managerial Personnel (SMP) and its design and engineering team. Failures to do so may have a material adverse effect on its business, financial condition and results of operations.

• The company has certain contingent liabilities that have been disclosed in its financial statements, which if they materialize, may adversely affect its results of operations, cash flows and financial condition.

• The company`s business operations requires the company to evolve in accordance with the specific requirement of its customers and emerging industry trends. Any failures to adapt to such requirements or trends may affect its business operations.

• The company design and engineering efforts may not yield meaningful results and this may materially and adversely affect its business profitability and financial condition.

• The company faces significant competition, including from both traditional and renewable energy companies, and any failures to respond to market changes in the renewable energy industry could adversely affect its business, financial condition and results of operations.

• The reduction, modification or elimination of government and economic incentives may reduce the economic benefits of its existing renewable energy projects and the company opportunities to develop or acquire new renewable energy projects.

• The company cash flows can be affected due to fluctuation in the interest rates of the borrowings availed by the company, impacting its ability to fund growth initiatives or manage existing debt.

• The company may not be able to adequately protect its intellectual property rights which could harm the company competitiveness.

• 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.

• The Objects of the Issue for which funds are being raised are based on its management estimates and the same have not been appraised by any bank or financial institution or any independent agency. The deployment of funds in the project is entirely at its discretion, based on the parameters as mentioned in the chapter titled "Objects of the Issue".

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

• Exchange rate fluctuations may adversely affect its business, results of operations and cash flows.

• Environmental obligations and liabilities could have a material adverse effect on its business, financial condition, cash flow, and results of operations.

• The company may not have sufficient insurance coverage to cover all possible economic losses. If the company incur an uninsured loss or a loss that significantly exceeds the limits of its insurance policies, the resulting costs may have a material adverse effect on its business, financial condition and results of operations.

• The company is required to obtain prior consent from its lenders under some of the company financing agreements before undertaking certain actions. Its inability to meet the company obligations, conditions and restrictions imposed by its financing agreements could materially and adversely affect the company ability to conduct its business and operations.

• The company has availed ourselves of certain borrowings which may be recalled by its lenders at any time. Any such recall of borrowings may have a material adverse effect on its business, cash flow, financial condition and results of operations.

• Cyber security risks, breaches and/or malfunction of any of its systems could disrupt the company operations and could materially and adversely affect its business, financial condition and results of operations.

• The company may infringe the intellectual property rights of others and its may faces claims that may be costly to resolve and/or limit its ability to use such technology in the future which may have a material adverse effect on its business, financial condition and results of operations.

• The company does not own majority premises used by the Company.

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

• Any future issuance of Equity Shares may dilute your shareholdings, and sale of the Equity Shares by its major shareholders may adversely affect the trading price of the company Equity Shares.

• Failures to successfully implement its business strategies may materially and adversely affect the company business, prospects, financial condition and results of operations.

• Its Promoters will continue to hold a significant equity stake in the Company after the Issue and their interests may differ from those of the other shareholders.

• The company has issued shares at a price which may be lower than the Issue price in preceding one year.

• Certain of its Directors, Promoters and members of its Key Managerial Personnel have interests in the Company in addition to their remuneration and reimbursement of expenses.

• The average cost of acquisition of Equity Shares by its Promoters may be less than the Issue Price.

• The company has not declared any dividends in the last three Financial Year and the company cannot assure you that its will be able to pay dividends on its Equity Shares in the future.

• Third party statistical and financial data in this Red Herring Prospectus may be incomplete or unreliable.