Kalpataru Limited - IPO

1. We have incurred net losses in the past. Any losses in future periods could adversely affect our financial condition, results of operations and cash flows and the trading price of our Equity Shares.

2. As of December 31, 2024, 94.84% of our real estate development projects were located in and around the Mumbai Metropolitan Region and Pune and we are exposed to risks originating from economic, regulatory, political and other changes in this region which could adversely affect our business, results of operations and financial condition.

3. We have not acquired the entirety of the land or rights required to develop two of our Planned Projects, Kalpataru Platina and Kalpataru Espacio. In the event we are unable to acquire all the land required, we may not be able to develop these projects as planned, or at all.

4. Our Statutory Auditors have included matters of emphasis and negative observations in their audit reports on our audited consolidated financial statements for the nine months ended December 31, 2024 and the past three Financial Years.

5. There are outstanding litigation proceedings involving our Company, Subsidiaries, Joint Ventures, Associate, Group Companies, Directors, Key Managerial Personnel, Senior Management and Promoters and an adverse outcome may adversely affect our reputation, business, financial condition, results of operations and cash flows.

6. As of December 31, 2024, 95.41% of the total Developable Area and 95.11% of our total Sales across our Ongoing Projects, Forthcoming Projects and Planned Projects are attributable to residential projects. We depend significantly on our residential development business which is subject to needs and preferences of our customers. Our failure to continually anticipate and respond to customer needs may affect our business and results of operations.

7. We have had net negative cash flows in the past and any negative cash flows in the future could adversely affect our cash flow requirements, which may adversely affect our ability to operate our business and implement our growth strategies.

8. Our Group Companies and certain Subsidiaries have incurred losses in the past. Sustained losses in the future by such Group Companies or Subsidiaries could require us to provide financial support, which could adversely affect our business, financial condition, results of operations and cash flows. received from one of our lenders, HDFC Bank Limited, is conditional on a part of the Net Proceeds being utilized towards repayment of Rs.5,000 million to HDFC Bank Limited.

9. We have incurred penalties in relation to compliance with our debt financing arrangements in the past and our future inability to meet our obligations under our debt financing arrangements could adversely affect our business, results of operations, financial condition, and cash flows. Further, the consent

10. We intend to utilize Rs.11,925.00 million out of the Net Proceeds of the Issue towards repayment/prepayment, in full or in part, of certain borrowings availed by our Company and our Subsidiaries. Any default by such Subsidiaries in relation to their outstanding borrowings or adverse developments in relation to their credit ratings could adversely affect our business, financial condition and results of operations.