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Risks

• The company has certain outstanding litigation against it, its Directors and Promoters, an adverse outcome of which may adversely affect its business, reputation and results of operations.

• The Company had negative cash flows in the past years, details of which are given below. Sustained negative cash flow could impact its growth and business.

• The Company operates in a constantly evolving VFX market, which is subject to rapidly changing client`s behaviour and tastes and depends on the acceptance of content by the audience through which the Company gains the longterm popularity of its name.

• Its ability to remain competitive may be adversely affected by rapid technological changes and its ability to access such technology.

• The company operates in an industry which is highly sensitive with regards to maintenance of secrecy of the projects and its contents. Any failures on its part to maintain secrecy of the company projects, will have an adverse effect on its results of operations and financial condition.

• The company depends on its relationships with production house and film directors and other industry participants to exploit its film content.

• The company derives a significant amount of revenue from the Post Production Services for Advertisement. Any decrease in revenue from Advertisement Services will adversely affect its business, cash flows, financial condition and results of operations.

• Success is dependent on its people. The company ability to attract and maintain qualified technical personnel, will affect the results of operations and financial condition.

• The Restated Financial Statements have been provided by Peer Reviewed Chartered Accountants who is not Statutory Auditor of the Company.

• Intensified competition may restrict its ability to access content and/or talent.

• Certain relevant copies of educational qualification of one of its Promoter and Executive Director is not traceable.

• The knowledge and experience of certain present promoters of the Company is limited in VFX Industry.

• Its funding requirements and proposed deployment of the Net Proceeds are based on management estimates and the company has not entered into any definitive arrangements to utilize the Net Proceeds of the Issue and the Objects have not been independently appraised by a bank or a financial institution. Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

• Its inability to adapt to rapidly changing post production technology in a timely manner or at all may adversely affect its profitability and results of operation.

• Its success depends largely upon the services of the company`s Promoters and other Key Managerial Personnel and its ability to retain them. The company`s inability to attract and retain them may adversely affect the operations of the Company.

• If the company is unable to attract new clients or its existing clients does not renew their contract, the growth of its business and cash flows will be adversely affected.

• There have been some instances of incorrect filings/non-compliances/delay in filings with certain statutory authorities, In the event the company is found not to be in compliance with any applicable regulations in relation to the regulatory filings or corporate actions, its may be subject to regulatory actions or penalties for any such possible incorrect filings /non- compliances/delay in filings and its business, financial condition and reputation may be adversely affected.

• The company intend to utilise a portion of the Net Proceeds for funding its Capital Expenditure for purchase of certain equipment and software. The company is yet to place orders for such Equipment.

• The company has been recently converted as a Company and any non-compliance with the provisions of Companies Act, 2013 and any provisions, rules and regulation under any other Act may attract penalties against the Company which could impact its financial and operational performance and reputation.

• Its Registered Office and studio office are not owned by the company. In the event the company lose such rights, its business, financial condition and results of operations and cash flows could be adversely affected.

• The Company in the usual course of Business does not have any long-term contracts with its customers and the company relies on the invoice for its services and the company customers may cancel or modify their orders, delay or change their sourcing strategy. Loss of one or more of its top clients or a reduction in their demand for the company`s services or reduction in revenue derived from them may adversely affect its Business, Results of Operations and Financial Condition.

• The company has incurred indebtedness. In addition, certain of its financing agreements involve variable interest rates and an increase in interest rates may adversely affect its results of operations and financial condition.

• The company is subject to strict quality requirements and any service deficiency or any failure by it to comply with quality standards may lead to the cancellation of existing and future orders, recalls and exposure to potential service liability claims, warranty claims and other disputes.

• In case of any inability arise to source business opportunities effectively, its may not achieve the company financial objectives.

• Failures to deal effectively with fraudulent activities on emails would increase its fraud losses and harm the company`s business and could severely diminish seller and customer confidence in and use of its services.

• The Company has availed certain unsecured loan which can be recalled at any time.

• There may be potential conflicts of interest if its Promoters or Directors get involved in any business activities that compete with or are in the same line of activity as its business operations.

• Its name and logo are not registered as on current date. In case of no registration, its brand building efforts may be hampered which might lead to an adverse effect on its business.

• The company has entered into and may enter into related party transactions in the future also.

• Certain of its Promoters may be interested in it other than in terms of remuneration and Loan accepted or loan repaid, and this may result in conflict of interest with it.

• Its Promoters will be able to exercise significant influence and control over the company after the Issue and may have interests that are different from or conflict with those of its other shareholders.

• Portion of its Issue Proceeds are proposed to be utilized for general corporate purposes which constitute % of the Issue Proceed.

• The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency and shall be purely dependent on the discretion of the management of the Company.

• Its success largely depends upon the company`s ability to attract and retain its Promoters, Directors, Key Managerial personnel and Senior Management with technical expertise. Its inability to attract and retain them and other personnel with technical expertise could adversely affect its business, financial condition and results of operations.

• The company has taken guarantees from its directors in relation to Debt Facilities provided to it.

• Its may not be fully insured for all losses the company may incur.

• Failures or disruption of the company IT, automation systems may adversely affect its business, financial condition and results of operations.

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

• Employee misconduct including misuse of confidential data and failures to maintain confidentiality of information could harm it and is difficult to detect and deter.

• Industry information included in this Red Herring 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.

• An investment in the Equity Shares is subject to general risk related to investments in Indian Companies.

• The determination of the Price Band is based on various factors and assumptions and the Issue Price of the Equity Shares may not be indicative of the market price of the Equity Shares upon listing on the Stock Exchange.

• Its Promoter`s average cost of acquisition of Equity Shares in the Company could be lower than the Issue Price to be decided by the Company in consultation with the Book Running Lead Manager.

• Its Equity Shares have never been publicly traded, and may experience price and volume fluctuations following the completion of the Issue. Further, its Equity Shares may not result in an active or liquid market and the price of its Equity Shares may be volatile and you may be unable to resell your Equity Shares at or above the Issue Price or at all.

• There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the NSE Emerge in a timely manner or at all.

• Any future issuance of Equity Shares may dilute your shareholding and sale of its Equity Shares by the company Promoter or other shareholders may adversely affect the trading price of the Equity Shares.

• There are restrictions on daily weekly monthly movement in the price of the equity shares, which may adversely affect the shareholder`s ability to sell for the price at which it can sell, equity shares at a particular point in time.

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

• Significant differences exist between Indian GAAP and other accounting principles, such as US GAAP and IFRS, which may be material to investors assessments of the Company`s financial condition. Its failures to successfully adopt IFRS may have an adverse effect on the price of its Equity Shares. The proposed adoption of IFRS could result in the company financial condition and results of operations appearing materially different than under Indian GAAP.

• Foreign investors are subject to foreign investment restrictions under Indian law that limits its ability to attract foreign investors, which may adversely impact the market price of the Equity Shares.