3B Films

Risks

• Inadequate or uninterrupted supply and price fluctuation of packaging materials could adversely affect its business, results of operations, cash flows, profitability and financial condition.

• The Company, its Promoters and Directors are parties to certain legal proceedings. Any adverse decision in such proceedings may have a material adverse effect on its business, results of operations and financial condition.

• Its business is dependent on the adequate and uninterrupted supply of electrical power and water at a reasonable cost. The Company does not have suitable power back-up to meet power failures exigencies. Failures on account of unavailability of electrical power and water may restrict it in utilizing its full capacity and, hence, may impact its business and results of operation.

• There have been certain instances of delay in filing of statutory forms with ROC and inadvertent inaccuracies and non-compliances with respect to provision of the Companies Act, 2013. Any adverse order passed or penalty imposed by regulators on it, may adversely affect its business and results of operations.

• The company is significantly dependent on few customers for its revenue in a particular financial year. The loss of any one or more of such customer may have a material effect on its business operations and profitability. The company derives a significant portion of its revenue from sales to its top 5 customers. Any failures to maintain relationships with such customers could adversely affect its revenue and financial condition.

• Its success largely depends upon the knowledge and experience of the company Key Managerial Personnel, Directors and Promoters of the company. Loss of such Key Managerial Personnel or its ability to attract and retain them could adversely affect its business, operations and financial condition.

• The company has certain contingent liabilities that have not been provided for in the Company`s financials which if materialized, could adversely affect its financial condition.

• Under-utilization of its manufacturing capacities and an inability to effectively utilize the company existing manufacturing capacities could have an adverse effect on its business, future prospects and future financial performance.

• There are instances of delays in payment of EPF and filing of GST returns by the Company. Any further delay in the said payments and filing of returns may attract penalties from the respective government authorities and in turn may have a material adverse impact on its financial condition and cash flows.

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

• The company has incurred indebtedness, and an inability to comply with repayment and other covenants in its financing agreements could adversely affect its business and financial condition. Its agreements with lenders for financial arrangements contain restrictive covenants for certain activities and if the company is unable to get their approval, it might restrict its scope of activities and impede its growth plans.

• The company has a history of net losses and negative earnings per share ("EPS"). The company need to generate and sustain increased revenues while managing its expenses to achieve profitability, and its inability to achieve these goals may have an adverse effect on its business, results of operations, cash flows and financial condition.

• Its Promoters and Promoter Group will continue to retain majority shareholding in the Company after the offer, which will allow them to exercise significant influence over it and potentially create conflicts of interest.

• Its products are produced frequently and has a short time frame of production, hence the company does not prepare order book for its products.

• The average cost of acquisition of Equity Shares by its Promoters could be lower than the Offer price.

• The company is yet to place orders for any of the components of the Proposed Capital Expenditure.

• Industry information of the Company included in this Prospectus has been derived from different industrial association and other governmental sources and reports. There can be no assurance that such third-party statistical, financial and other industry information is either complete or accurate.

• The Company is dependent on third-party transportation providers for the supply of raw materials and delivery of its finished products.

• Its business requires significant amount of working capital. If the company experience insufficient cash flows from its operations or are unable to borrow funds to meet its working capital requirements, it may materially and adversely affect its business and results of operations.

• The objects of the offer include funding working capital requirements of the Company, which are based on certain assumptions and estimates and such working capital requirements may not be indicative of the actual requirements of the Company.

• Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval, which may restrict its ability to respond to any change in its business or financial condition and thereby, may adversely affect its business and results of operations.

• The company has not made any dividend payments in the past and its ability to pay dividends in the future will depends upon future earnings, financial condition, cash flows, working capital requirements, capital expenditures and restrictive covenants in its financing arrangements.

• Its may be unable to sufficiently obtain, maintain, protect, or enforce its intellectual property and other proprietary rights.

• The company is required to obtain, renew or maintain statutory and regulatory permits, licenses and approvals to operate its business and its manufacturing facility, and any delay or inability in obtaining, renewing or maintaining such permits, licenses and approvals could result in an adverse effect on its results of operations.

• Its may be unable to attract and retain employees with the requisite skills, expertise and experience, which would adversely affect its operations, business growth and financial results.

• The company has not entered into any technical support service for the maintenance and smooth functioning of its equipment`s and machineries, which may affect its performance.

• The company has entered into certain related party transactions and may continue to do so in the future.

• Its insurance coverage may not adequately protect it, which may adversely affect its business, results of operations and financial condition.

• Its Promoters / Directors and their relatives have given personal guarantees and have secured their personal properties in relation to debt facilities provided to it.

• The company does not have any long-term agreement or contract of supply of raw materials and consequently are exposed to price and supply fluctuations for its raw materials.

• The Company has not entered into any long-term contracts with any of its customers and the company typically operate on the basis of purchase orders. Inability to maintain regular order flow would adversely impact its revenues and profitability.

• Its main operations may be adversely affected in case of industrial accidents at its manufacturing unit which may lead to any fire mishaps or accidents could lead to property damages, property loss and accident claims.

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

• Its may not be able to sustain effective implementation of the company business and growth strategies.

• The introduction of alternative packaging materials caused by changes in technology or consumer preferences may affect demand for its existing products, which may adversely affect its financial results and business prospects.

• The Company`s failures to maintain the quality standards of the products could adversely impact its business, results of operations and 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.

• The Company have unsecured loans that may be recalled by the lenders at any time.

• The company has not identified any alternate source of raising the funds mentioned as its `Objects of the Offer`. Any shortfall or delay in raising / meeting the same could adversely affect its growth plans, operations and financial performance.

• Information in relation to its installed capacity and capacity utilization of its Manufacturing Unit included in this Prospectus is based on various assumptions and estimates, and future production and capacity utilization may vary.

• Its Registered office, from where the company operates, are taken on leave and license. Discontinuation of lease agreements may require it to vacate such premises which may have an adverse impact on its business continuity and profitability.

• Its future funds requirements, in the form of issue of capital or securities and/or loans taken by it, may be prejudicial to the interest of the shareholders depending upon the terms on which they are eventually raised.

• Its Manufacturing Unit is located at Vadodara in Gujarat exposing it to regulatory and other geography specific risks such as weather and natural occurrences as well as regulatory, economic, demographic and other changes in Gujarat.

• Delays or defaults in client payments could affect its operations.

• The company is susceptible to exchange rate fluctuations.

• The Company will not receive any proceeds from the Offer for Sale.

• The company cannot assure you that its will be able to secure adequate financing in future on acceptable terms, in time, or at all.

• Any adverse changes in regulations governing its business operations or products or the products of its end-customers, may adversely impact its business, prospects, results of operations and cash flows.

• Its Promoters, Directors and Key Management Personnel or Senior Management Personnel may also have interests in it other than reimbursement of expenses incurred and normal remuneration or benefits.

• There is no monitoring agency appointed by the Company and the deployment of funds are at the discretion of its management and the company board of Directors, though it shall be monitored by its Audit Committee.

• A significant portion of the Company`s total revenue is attributable predominantly from Gujarat only.

• The LM has relied on declarations, undertakings and affidavits for some of the Directors, Promoter and KMPs to include their details in this Prospectus.

• The company is dependent on its Top 10 suppliers for uninterrupted supply of Raw-Materials. Any shortfall in the supply of the company raw materials, or an increase in its raw material costs and other input costs, may adversely affect the pricing and supply of its products with subsequently having an adverse effect on the business, results of operations and financial conditions of the company.

• Delay or default in payment to its suppliers may adversely affect financial position of the company.

• Its may be subject to labor unrest, strike, slowdowns and work stoppages, which could adversely affect its reputation, business, financial condition and results of operations.

• The company currently has outstanding export obligations. If the company fails to meet these obligations, its may be required to pay customs duty along with interest to the department.

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

• There is an increased awareness towards controlling pollution and many economies including India have joined in the efforts to ban plastic product. In case any plastic packaging products traded by the company is banned in India, it could have a material and adverse effect on its business and results of operations.

• Pricing pressure from customers may affect its gross margins.