Italian

Risks

• There are certain outstanding legal proceeding involving its Promoter and Promoter Entities which may adversely affect its business, financial condition and results of operations.

• The company intends to use a portion of the Net Proceeds to prepay / repay certain loan facilities.

• The company proposes to utilize a portion of its Net Proceeds towards setting up of manufacturing unit in Tillor Khurdh area in Indore district, Madhya Pradesh.

• If the company is unable to attract new clients or retain its existing clients or default in payments, the growth of its business and cash flows will be adversely affected.

• The company is dependent upon few suppliers for the material requirements of its business. Further, the company does not have definitive agreements or fixed terms of trade with most of its suppliers. Failure to successfully leverage the company relationships with existing suppliers or to identify new suppliers could adversely affect its business operations.

• The Company`s business operations are done PAN India specifically from Central India, Northern India, Western India and any downturn and/ or any economic, regulatory, social and political change in any of the Indian states in which its operate or seek to operate may affect its market share and/ or may adversely affect the company`s business, financial condition and results of operations.

• The company has working capital requirements. If its experience insufficient cash flows to make required payments on its debt or fund working capital requirements, there may be an adverse effect on its results of operations.

• Its business involves usage of manpower and any unavailability of its employees or shortage of contract labour or any strikes, work stoppages, increased wage demands by workmen or changes in regulations governing contractual labour may have an adverse impact on its cash flows and results of operations.

• Any contamination or deterioration of its confectionery products could result in legal liability, damage its reputation and adversely affect its business prospects and consequently its financial performance.

• Its business is primarily dependent upon a continuing relationship with dealers/ distributors for sales of its products. Any reduction or interruption in the business of these dealers/ distributors, or a substantial decrease in orders placed by these dealers/distributors may have an adverse impact on the revenues and operations of the Company.

• Its inability to identify and understand evolving industry trends and consumer taste and preferences, and to develop new products to meet its customers` demands may adversely affect its business.

• Any failure to maintain effective quality control systems for its supply chain could have a material adverse effect on the company`s business, reputation, results of operations and financial condition.

• The company is dependent on the adequate and timely delivery of quality ingredients, packaging materials and other necessary supplies and if its suppliers fail to provide it with sufficient quality and quantities of ingredients, packaging materials and other necessary supplies, its business, results of operations and financial condition could be adversely affected.

• Major fraud lapses of internal control or system failures could adversely impact the company`s business.

• The improper handling, processing or storage of its raw materials or products, or spoilage of and damage to such raw materials and products, or any real or perceived contamination in its products, could subject it to regulatory action, damage its reputation and have an adverse effect on the company`s business, results of operations and financial condition.

• Its business is dependent on its manufacturing units and the company is subject to certain risks in its manufacturing process. Obsolescence, destruction, theft, breakdowns of its major plants or machineries or failures to repair or maintain the same may affect its business, cash flows, financial condition and results of operations.

• An inability to comply with food safety laws, environmental laws and other applicable regulations in relation to its manufacturing units may adversely affect the company`s business, financial condition and results of operations.

• The company relies on third-party transportation providers for both procurement of its raw materials and distribution of its products. Any failure by any of the company transportation providers to deliver its raw materials or its products on time, or in good condition, or at all, may adversely affect its business, financial condition and results of operations.

• The company has contingent liabilities, and its financial condition could be adversely affected if any of these contingent liabilities materializes.

• Unsecured loans taken by the Company can be recalled by the lenders at any time.

• Its may be able to sufficiently protect, or continue its intellectual property and other proprietary rights.

• Its financing agreements contain covenants that limit the company flexibility in operating its business. Its inability to meet the company obligations, including financial and other covenants under its debt financing arrangements could adversely affect the company`s business, results of operations and financial condition.

• Its inability to handle risks associated with its export sales could negatively affect the company`s sales to customers in foreign countries, as well as its operations and assets in such countries, and the company overall profitability.

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

• Its insurance coverage may not be adequate.

• The company does not own the premises in which its registered office and manufacturing units and warehouse are located and the same are on lease arrangement. Any termination of such lease/license and/or non-renewal thereof and attachment by Property Owner could adversely affect its operations.

• The Company had negative cash flow from certain activity in recent fiscals, details of which are given below.

• The Company has allotted Equity Shares during the preceding one year from the date of the Draft Prospectus which are lower than the Issue Price.

• Its Promoter Group Entities have objects similar to the Company. There are no non-compete agreements between the Company and such Promoter Group Entities. The company cannot assure that its Promoter will not favor the interests of such entity over its interest or that the said entities will not expand which may increase its competition and may adversely affect business operations and financial condition of the Company.

• The company is dependent on a number of key employees, including its senior management, and the loss of or its inability to attract or retain such persons with specialized technical know-how could adversely affect its business, results of operations, cash flows and financial condition.

• In addition to normal remuneration or benefits and reimbursement of expenses, some of its directors and key managerial personnel are interested in the Company to the extent of their shareholding and dividend entitlement in the Company.

• If the company is not able to obtain, renew or maintain the statutory and regulatory permits and approvals required to operate its business it may have an adverse effect on its business.

• The company operates in highly competitive markets, and some of its competitors may allow them to compete more effectively than the company can, which could result in a loss of its market share and a decrease in its net revenues and profitability.

• Its inability to effectively manage the company growth or to successfully implement its business plan and growth strategies could have an adverse effect on its business, results of operations and financial condition. The success of its business will depend greatly on its ability to effectively implement its business and growth strategies.

• The company could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could adversely affect its financial condition, results of operations and reputation.

• If the company fail to identify and effectively respond to changing consumer tastes and preferences and spending patterns in a timely manner, the demand for its products could decrease, causing its business, results of operations, financial condition and cash flows to be adversely affected.

• Its manufacturing activities require deployment of labour and depends on availability of labour. In case of unavailability of such labour, its business operations could be affected.

• Information relating to its installed capacities and the historical capacity utilization of its manufacturing facilities included in this Draft Prospectus is based on various assumptions and estimates and future production and capacity utilization may vary.

• The continuing effect of the COVID-19 pandemic on its business and operations is highly uncertain and cannot be predicted.

• The company has not made or identified any alternate source of financing the `Objects of the Offer`. Further, there may be delay in raising funds from the IPO. Any shortfall in raising / meeting the same could adversely affect its growth plans, operations, and financial performance.

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

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

• The company has not commissioned an industry report for the disclosures made in the chapter titled "Industry Overview" and made disclosures on the basis of the data available on the internet.

• The requirements of being a listed company may strain its resources.

• Its Promoters, together with its Promoter Group, will continue to retain majority shareholding in the Company after the proposed Initial Public Issue, which will allow them to exercise significant control over it. The company cannot assure you that its Promoters and Promoter Group members will always act in the best interests of the Company.

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

• The Company has not paid any dividends in the past and its may not be able to pay dividends in the future.

• Investors may be subject to Indian taxes arising out of capital gains on sale of Equity Shares.

• The price of its Equity Shares may be volatile, or an active trading market for the company Equity Shares may not develop.

• Investors bear the risk of fluctuations in the price of Equity Shares and there can be no assurance that a liquid market for its Equity Shares will develop following the listing of its Equity Shares on the Stock Exchanges.