United Heat Transfer Ltd

Risks

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

• The Company is dependent on few States. Loss of any of this large States may affect its business operations.

• Two of its Promoters and Non-Executive Directors i.e. Ms. Durva Yogesh Patil and Mr. Shatanik Vivek Patil has limited experience in the Heat Exchanger Industry in which the Company is operating.

• The Company is dependent on few Countries. Loss of any of this large Countries may affect its business operations.

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

• The company has given corporate guarantee in relation to certain debt facilities to its group company which if claimed, may require the company to pay the guaranteed amount.

• Its business is dependent on the company manufacturing facility. The loss of or shutdown of operations of its manufacturing facility may have a material adverse effect on its business, financial condition and results of operations.

• The Company has not entered into any agreements/ contracts for the supply of raw material and other utilities. Risks related to shortfall or non-availability of raw material and other utilities may adversely affect its manufacturing processes and have an adverse impact on the company operations and financial condition.

• The company will continue to be controlled by its Promoters after the completion of the Issue.

• The Company, Promoters, Directors and Group Companies are involved in certain legal proceedings. Any adverse decision in such proceedings may render it/them liable to liabilities/penalties and may adversely affect its business and results of operations.

• There have been some instances of delays in filing of some of the GST Returns under the GST, Act.

• One of its Group Company and also Promoter Group Entity is engaged in similar line of business. Any conflict of interest may occur between its group companies or the company promoter group entities and it may adversely affect its business, prospects, results of operations and financial condition.

• 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.

• There are certain discrepancies/errors which have occurred in some of its corporate secretarial records relating to forms filed with the RoC and other provisions of Companies Act, 2013. Any penalty or action taken by any regulatory authorities in future.

• If the Company is unable to protect its intellectual property, or if the Company infringes on the intellectual property rights of others, its business may be adversely affected.

• Certain relevant copies of education of its director is not traceable. The BRLM has relied on the signed resume to verify and include the details of the education in the Draft Red Herring Prospectus.

• The company has offered Equity Shares during the last one year at a price below the Issue Price.

• Its insurance coverage may not adequately protect the company against certain operating risks and this may have an adverse effect on the results of its business. The company insurance coverage may not adequately protect it against certain operating risks and this may have an adverse effect on the results of its business.

• The company is dependent on third party transportation providers for procuring raw material from its suppliers and delivery of finish products and materials to its clients. Any failure on the part of such service providers to meet their obligations could have a material adverse effect on its business, financial condition and results of operation.

• Failures to manage its appropriate level of inventory could have an adverse effect on the company net sales, profitability, cash flow and liquidity.

• The company could be exposed to risks arising from misconduct, fraud and trading errors by its employees and Business Associates.

• A shortage or non-availability of electricity or water may adversely affect its manufacturing operations and have an adverse effect on the company`s business, results of operations and financial condition.

• Its inability to effectively manage the company growth or to successfully implement its business plan and growth strategy could have an adverse effect on its business, results of operations and financial condition.

• Dependence on debt and outflow of finance cost leads to outflow of cash flows and reduce overall profitability.

• Its manufacturing activities are dependent upon availability of skilled and unskilled labour.

• Its success depends on the company ability to attract and retain its key management personnel. If the company is unable to do so, it would adversely affect its business and results of operations.

• In addition to regular remuneration, other benefits and expense reimbursement its Promoters, Directors, KMPs and SMPs hold a vested interest in the Company; to the extent of their shareholding and associated dividend entitlements. They also have a stake in transactions involving the Company, whether with themselves individually or with its group companies/entities. The Company in future may enter in related party transactions subject to necessary compliances.

• Strikes, work stoppages or increased wage demands by its employees or any other kind of disputes with the company employees/workmen in future could adversely affect its business and results of operations.

• Its business requires it to obtain and renew certain registrations, licenses and permits from government and regulatory authorities and the failure to obtain and renew them in a timely manner may adversely affect its business operations.

• Compliance with and changes in safety, health and environmental laws and various labour, workplace and related laws and regulations impose additional costs and may increase its compliance costs and a such adversely affect the company results of operations and its 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 company`s business, prospects, results of operations and financial condition.

• Its contingent liabilities as stated in the company Restated Financial Statements could affect its financial condition.

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

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

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

• Its ability to pay any dividends will depends upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures.

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

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

• 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 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 as "Objects of the Issue".

• 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.

• 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".

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

• Certain data mentioned in this Draft Red Herring Prospectus has not been independently verified.