Proventus Agro.

Risks

• Any actual or alleged contamination or deterioration of its products could result in legal liability or damage the company reputation. Further, food safety and food-borne illness incidents or other safety concerns may materially and adversely affect its business by exposing it to lawsuits, product recalls or regulatory enforcement actions, increasing the company operating costs and reducing demand for its product offerings. Further, the loss of certain independent certification and accreditation of its products and the practices that we have adopted could harm the company business.

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

• The company historical performance is not indicative of its future growth or financial results and its may not be able to sustain its historical growth rates. The company inability to effectively manage its growth or implement its growth strategies may have a material adverse effect on its business prospects and future financial performance.

• Any significant interruption in continuing operations of its production or cold storage facilities could have a material adverse effect on its business, results of operations, cash flows and financial condition.

• The company operate in an environmentally sensitive industry and are subject to disruptions due to unpredictable or unseasonal weather impacting the geographies from where its procure the company raw material. Consequently, extreme climatic changes or natural calamities impacting such geographies, may have an adverse effect on its business, results of operations, cash flows and financial condition.

• The company business is subject to changes and the demand for its products may decrease due to change in consumer taste, dietary habits, preferences, perceptions and spending patterns, which could have a material adverse effect on its business, results of operations, and financial condition.

• The company may not be able to derive the desired benefits from its product development efforts or launch of new brands.

• The company may incur additional cost on marketing and advertising campaigns for increasing the brand awareness of its products and such marketing and advertising campaigns may not be effective compared to its competitors` advertising and promotional programs which could adversely affect its competitive position.

• Reliance on celebrities and social media influencers as part of its marketing strategy may adversely affect the company business and demand for its services. Further, its online marketing listings or reviews may constitute internet advertisement, which subjects it to laws, rules and regulations applicable to advertising.

• The company inability or failure to recognise, respond to and effectively manage the accelerated impact of social media could materially adversely affect its business.

• The company face intense competition which may lead to a reduction in its market share and may cause it to increase the company expenditure on marketing and promotion as well as cause it to offer discounts, which may result in an adverse effect on its business and a decline in the company profitability.

• The emergence of modern trade channels like hypermarkets and supermarkets may adversely affect its pricing ability, and result in temporary loss of retail shelf space and disrupt sales of food products, which may have an adverse effect on its results of operations and financial condition.

• The company has more than 100 SKUs for its retail products resulting in a high investment in inventory. Also with the growth of business operations, its required to maintain high inventory levels to meet the demand. Any inability to accurately manage inventory and forecast demand for particular products in specific markets may have an adverse effect on its business, results of operations and financial condition. Also, perishable food product losses could materially impact its results of operations.

• A portion of its revenues are derived from top 5 customers as on December 31, 2022 and the Fiscal ended 2022, 2021 and 2020. A significant decrease in revenue from any of those customers or an inability to expand or effectively manage its customer base may have an adverse effect on the company business prospects and financial performance.

• A significant requirement of raw materials required by it is procured from suppliers / grower across various countries internationally. Any disruption in the international trade market or economic conditions of such country of import or levy of additional duties on imports may adversely impact its sourcing capabilities, cost of purchases or raw material and results of operations. Further, exchange rate fluctuations may also adversely affect its results of operations as the payments for such imports are being made in foreign currency.

• The company funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency. Its management will have broad discretion over the use of the Net Proceeds.

• Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

• The Company, its Subsidiaries, its Directors and its Promoters are party to certain litigation and claims. These legal proceedings are pending at different levels of adjudication before various courts and regulatory authorities. Any adverse decision may make it liable to liabilities/ penalties and may adversely affect its reputation, business and financial status. A classification of these legal and other proceedings is given below.

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

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

• Industry information included in this Prospectus has been exclusively derived from an industry report commissioned and paid for by it in connection with the Offer. There can be no assurance that such third-party statistical, financial and other industry information is either complete or accurate.

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

• The company has incurred 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 requires significant amount of working capital for a continuing growth. Increase in business activities may be reflected by an absolute increase in the gap between its trade receivables and trade payables, requiring it to arrange for increased working capital limits. The company inability to meet its working capital requirements may adversely affect the company results of operations.

• The company has in the past entered into related party transactions and may continue to do so in the future, subject to relevant compliances under applicable laws and rules as amended,which may potentially involve conflicts of interest with the equity shareholders.

• The company has experienced negative cash flows from operating, investing and financing activities in the past.

• The company business depends on its ability to maintain and scale its technology. Any interruptions or delays in service on the company website or any undetected errors or design faults could result in limited capacity, reduced demand, processing delays, and loss of consumers, suppliers or sellers.

• The company is subject to payment-related risks, including risks associated with cash on delivery and payment processing risks.

• If the company is unable to protect credit card or debit card data or any data related to any other electronic mode of payment, or any other personal information that its collect, the company reputation could be significantly harmed.

• Inability to maintain adequate internal controls may affect its ability to effectively manage its operations, resulting in errors or information lapses.

• The company insurance coverage could prove inadequate to satisfy potential claims or protect it from potential operational hazards and losses which may have a material adverse effect on its business, results of operations and financial condition.

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

• The company do not own its Registered Office and other business premises and the operations are being conducted on premises that have been taken on lease. Any difficulty in seeking renewal or extension of such lease terms may cause disruption in its operations.

• The success of its business depends substantially on the company management team and operational workforce. Its inability to retain them could adversely affect the company businesses.

• The company relies on third-party transportation providers for both procurement of its raw materials and distribution of the company products. Any failure by any of its transportation providers to deliver the company 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 appoint contract labour for carrying out certain of its operations and its may be held responsible for paying the wages of such workers if the independent contractors through whom such workers are hired default on their obligations, and such obligations could have an adverse effect on the company cash flows and results of operations.

• The company do not have documentary evidence for certain details in relation to evidences for relevant work experiences in relation to Durga Prasad Jhawar and Shalin Sanjiv Khanna included in "Its Promoters and Promoter Group", in this Prospectus.

• The company will not receive any proceeds from the Offer for Sale. The Selling Shareholders will receive the net proceeds from the Offer for Sale.

• Grants of stock options under its employee stock option plans may result in a charge to the company profit and loss account and will, to that extent, reduce its profits.

• After the completion of the Offer, its Promoters along with the Promoter Group will continue to collectively hold substantial shareholding in the Company.

• The company ability to pay dividends in the future will depend on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.