Manoj Ceramic

Risks

• The company depends on its third-party manufacturers for the company operations and unsatisfactory services provided by them or failure to maintain relationships with them could disrupt its operations. Further, the company may not be able to pass on any increase in costs levied by the third-party manufacturers to its customers.

• The company is dependent on its top long standing 10 customers who contribute more than 91.26% of the company revenue from operations in each of the last 3 Financial Years. Loss of any of these customers or a reduction in purchases by any of them could adversely affect its business, results of operations and financial condition.

• The company`s business and profitability are substantially dependent on the availability and any disruption to the timely and adequate supply of the finished products, or volatility in the prices of the finished products may adversely impact its business, results of operations and financial condition. Further, dependence on third parties for the supply of the finished products with no firm commitments for supply or exclusive arrangements with any of the company suppliers. Loss of suppliers may have an adverse effect on its business, results of operations and financial condition.

• The company requires certain approvals, licenses, registrations and permits for its business, and failure to obtain or renew them in a timely manner may adversely affect the company operations.

• The company has experienced growth in recent years and may be unable to sustain its growth or manage it effectively.

• The company uses third-party dealers to market, sell and deliver products in the market and is subject to risks associated with these arrangements.

• There may be delays or defaults in payment by the company customers or the tightening of payment periods by third-party manufacturers which could negatively affect its cash flows. As a result, the company experience significant working capital requirements and its inability to meet of the working capital requirements may materially and adversely affect the company business, cash flows and financial condition.

• The company`s inability to effectively manage or expand its distribution network may have an adverse effect on its business, results of operations and financial condition.

• Its inability to manage inventory in an effective manner could affect the company`s business.

• The company brand "MCPL", Trade Name "Manoj & Co" and its website and software applications under the name and style of www.mcplworld.com which are registered in the name of the Promoter, Mr. Manoj Dharamashibhai Rakhasiya and not in the name of the Company.

• The Company operates solely on an asset-light trading model and is not directly involved in the manufacturing process. However, its marketing materials and website may showcase the concept of "Contract Manufacturing".

• There has been instances of shutting down of the company warehouses and showrooms in the past.

• The company does not own its Registered Office, land on which the company warehouse, and showrooms, are located. A failure to renew its existing lease arrangements at commercially favourable terms or at all may have a material adverse effect on the company business, financial condition, and results of operations.

• The company`s inability to maintain appropriate levels of inventory to meet the demands of its customers may have an adverse effect on the company results of operations and financial condition.

• The company has substantial capital expenditure and working capital requirements and may require additional financing to meet those requirements, which could have an adverse effect on its results of operations and financial condition.

• The company`s inability to collect receivables in time or at all and default in payment from its customers could result in the reduction of the company profits and affect its cash flows.

• The company has incurred significant indebtedness, and an inability to comply with repayment and other covenants in its financing agreements could adversely affect the company business and financial condition.

• The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest.

• Changes in Auditors during the last three financial year.

• The company has had experienced negative cash flows from operations in the recent past, and its may have negative cash flows in the future.

• The company is unable to trace some of its historical records including forms filed with the Registrar of Companies, Mumbai. Further, there have also been instances of non-compliances and delayed compliances with the Companies Act, and GST in the past. The company may be subject to regulatory action, including monetary penalty that may be imposed on it.

• There are outstanding legal proceedings involving the Company and one of the its Directors. Any adverse outcome in such proceedings may have an adverse impact on its reputation, business, financial condition, results of operations and cash flows.

• In addition to normal remuneration, other benefits and reimbursement of expenses to the company Promoters and Directors; they are interested to the extent of their shareholding and dividend entitlement thereon in the Company and for the transactions entered into between the Company and themselves as well as between the Company and the Group Companies/Entities. the Company in future may enter in related party transactions subject to necessary compliances.

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

• 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.

• The company depends on the skills and experience of the Promoters, Key Managerial Personnel, Senior Management and employees with technical expertise for its business and future growth.

• The company Promoters and certain of the Directors (some of whom are the Key Managerial Personnel) may have interests in the Company other than reimbursement of expenses incurred or normal remuneration or benefits. Further, the company have acquired land from entities who are related to its Promoters and Directors.

• The company Promoters, who are also its Directors, and members of the Promoter Group 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.

• Conflict of interest may arise out of common business objects shared by the Company and the Promoter Group.

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

• Its success depends heavily upon its Promoters, Directors and Key Managerial Personnel for their continuing services, strategic guidance and financial support. The company success depends heavily upon the continuing services of Promoters, Directors and Key Managerial Personnel who are the natural person in control of the Company.

• The Objects of the issue for which funds are being raised have not been appraised by any bank or financial institution. The deployment of funds is entirely at the discretion of the company management and as per the details mentioned in the section titled "Objects of the issue". Any revision in the estimates may require it to reschedule the company expenditure and may have a bearing on its expected revenues and earnings.

• 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".

• 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.

• Product liability and other civil claims and costs incurred because of product recalls could harm the company business, results of operations and financial condition.

• If there is deterioration in the reputation and market perception of its brands, or if the company sales and marketing efforts are ineffective, it could adversely affect its sales, profitability and the implementation of the company growth strategy.

• The company may not be able to detect or prevent fraud or other misconduct committed by its employees or third parties.

• Industry information included in this draft prospectus has been derived from industry reports. There can be no assurance that such third-party statistical, financial, and other industry information is either complete or accurate.

• This Draft Prospectus contains certain non-GAAP financial measures and certain other selected statistical information related to the company operations and financial performance. These non-GAAP measures and statistical information may vary from any standard methodology that is applicable across the manufacturing industry, and therefore may not be comparable with financial or statistical information of similar nomenclature computed and presented by other manufacturing companies.