-
Our business is currently primarily dependent on the sale of ethanol. Any reduction in the sale of ethanol, or our ability to produce and sell ethanol, or in the price at which we are able to sell ethanol, may have an adverse effect on our business, results of operations, cash flows and financial condition.
-
Our business is substantially dependent on the policies of the Government of India ("GoI"). Any change in GoI policies in this regard could have an impact on our revenue, results of operations and financial condition.
-
Our Company has a limited operating history, as our Company commenced ethanol production pursuant
to business transfer agreements in September 2022. We may be subject to liabilities and other risks arising out of the business transfer agreements, and we may not be able to derive the anticipated benefits from these acquisitions.
-
Our erstwhile group companies have made certain allotments of Equity Shares where the allotment was
made to more than 49 persons, which have been compounded pursuant to compounding application filed
by our Group Company before the National Company Law Tribunal, Bengaluru bench. Our Group
Company had also filed a settlement application with the Securities and Exchange Board of India, and a
settlement order has been passed with regard to any proceedings that may be initiated in respect of this
matter.
-
We derive a significant portion of our revenue from a few customers, in particular oil marketing companies ("OMCs"). The loss of one or more such customers, or a reduction in their demand for our products may adversely affect our business, results of operations, financial condition and cash flows.
-
Under-utilization of our existing production capacities and an inability to effectively utilize our expanded production capacities could have an adverse effect on our business, future prospects and future financial performance.
-
We have entered into supply contracts with one member of our Promoter Group, and MRN Bhima Sugar
and Power Private Limited and MRN Canepower and Biorefineries Private Limited for supply of a
significant portion of our raw material requirements. Any termination of such contracts, failure to renew such contracts on favourable terms or at all, or non-performance of obligations under such contracts, may impact our business, financial condition, cash flows and results of operations.
-
Our ethanol production depends on the availability of raw material such as sugar syrup/juice and
molasses, and any alternatives we may require in future, such as grains and biomass. Any shortage of sugarcane, the underlying raw material, which is subject to seasonal vagaries, adverse weather conditions, crop disease and pest attacks, may impact the availability and quality of our key raw materials, which may have an adverse impact on our business, financial condition and results of operations.
-
Our inability to accurately forecast demand for our products, manage our working capital balances, or our inability to collect receivables in a timely manner may have an adverse effect on our business, results of operations, cash flows and financial condition.
-
We are subject to strict quality requirements, and sale of our products is dependent on our quality controls and standards. Any failure to comply with quality standards may adversely affect our business prospects and financial performance.
-
Implementation of our growth strategies is subject to various risks and uncertainties. Our inability to grow our operations or execute such strategies could affect our business, financial condition and results of operations.
-
We are subject to seasonality in our operations, which could result in fluctuations in our results of operations.
-
We are dependent on third party transportation providers for the supply of raw materials and delivery of our products. Any disruptions in logistics and transportation or significant increase in freight charges could adversely affect our business, financial condition and results of operations.
-
Our production Units are dependent on adequate and uninterrupted supply of water, fuel, steam and
electricity. While we have captive cogeneration units that cater to our electricity, steam and fuel requirements, any disruption in these captive cogeneration units may lead to disruption in operations, higher operating cost and consequent decline in our operating margins.
-
Disruptions to our production and sale of extra neutral alcohol ("ENA") may have an adverse effect on our business, results of operations, cash flows and financial condition.
-
Our efforts to introduce new products, or optimise production for existing products, are dependent on the success of our research and development initiatives. Our inability to successfully develop and commercialise new products in a timely manner could adversely impact our business, growth and financial condition.
-
We have, and intend to continue entering into, memoranda of understanding ("MOUs") to collaborate
and develop technological know-how, including for sustainable aviation fuel and 2G ethanol. We have
also signed a term sheet for investment in the share capital of our Subsidiary, Leafiniti. We cannot assure you that such MOUs or term sheets will lead to definitive agreements or continued collaboration.
-
Industry information included in this Draft Red Herring Prospectus has been derived from an industry report prepared by CRISIL exclusively commissioned and paid for by us for such purpose.
-
Our Statutory Auditors have included an emphasis of matter in their auditor`s report on our audited
financial statements as at and for the Financial Year ended March 31, 2023.
-
Our Restated Financial Information for Fiscal 2022, which pertains to the period prior to our
commencement of operations, reflects restated loss after tax for the year. Any loss in future periods could adversely affect our operations and financial condition.
-
The Proforma Condensed Combined Financial Information included in this Draft Red Herring Prospectus is not indicative of our future financial condition or results of operations.
-
As per the Proforma Condensed Combined Financial Information, there were negative cash flows from
operating activities in the past. As we grow our operations, we cannot assure you that we will not experience negative cash flows from operating activities in future.
-
We enter into related party transactions in the ordinary course of our business and we cannot assure you that such transactions will not have an adverse effect on our results of operation and financial condition.
-
Our erstwhile group companies have made certain allotments of Equity Shares where the allotment was
made to more than 49 persons, for which our Group Company has filed a compounding application before
the National Company Law Tribunal, Bengaluru bench and a settlement application with the Securities
and Exchange Board of India. Additionally, our Group Company has also filed a compounding application and an adjudication application in connection with financial statements for the year ended March 31,
2023.
-
Significant differences exist between Ind AS used to prepare our financial information and other
accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may
consider material to their assessment of our financial condition.
-
There are outstanding legal proceedings involving our Directors and our Promoters. Any adverse outcome in such proceedings may have an adverse impact on our reputation, business, financial condition, results of operations and cash flows.
-
There has been non-compliance by us in relation to appointment of key managerial personnel and we may
be subject to regulatory actions and penalties for such non-compliance and our business, financial
condition and reputation may be adversely affected.
-
We are subject to increasingly stringent environmental, health and safety laws, regulations and standards. Non-compliance with and adverse changes in health, safety, labour, and environmental laws and other similar regulations applicable to our operations may adversely affect our business, results of operations and financial condition.
-
We are required to obtain, renew or maintain statutory and regulatory permits, licenses and approvals to operate our business and our Units, and any delay or inability in obtaining, renewing or maintaining such permits, licenses and approvals could result in an adverse effect on our results of operations.
-
We have not yet placed orders in relation to the capital expenditure to be incurred for the project we intend to fund through our Net Proceeds. In the event of any delay in placing the orders, or in the event the vendors are not able to provide the equipment in a timely manner, or at all, may result in time and cost over-runs and our business, prospects and results of operations may be adversely affected.
-
Our proposed capacity expansion plans via our production units are subject to the risk of unanticipated delays in implementation and cost overruns.
-
Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.
-
Our funding requirements and proposed deployment of the Net Proceeds are based on management
estimates and may be subject to change based on various factors, some of which are beyond our control.
-
Certain of our previous statutory auditors have tendered their resignation prior to the completion of their respective terms.
-
As a producer of biofuels, we require significant capital and we may need to seek additional financing in the future to support our growth strategies. To the extent our planned expenditure requirements exceed our available resources, we will be required to seek additional debt or equity financing. An inability to comply with repayment and other covenants in our financing agreements could adversely affect our business and financial condition.
-
Our Promoters and members of our Promoter Group have encumbered some of the Equity Shares held by
them in favour of IDBI Trusteeship Services Limited pursuant to loans availed by the Company from State Bank of India and Indian Renewable Energy Development Agency by way of pledge. Any exercise of such encumbrance by such pledgee could dilute the shareholding of such persons and consequently dilute the aggregate shareholding of our Promoters, members of our Promoter Group and such other shareholders, which may adversely affect our business and financial condition.
-
Information relating to the installed production capacity and capacity utilization of our Units included in this Draft Red Herring Prospectus are based on various assumptions and estimates and future production and capacity may vary.
-
There may be delays in filing of e-forms filings of our Company in compliance with the Companies Act, 2013. Consequently, we may be subject to regulatory actions and penalties for such delays which may adversely impact our business and financial condition.
-
Any disruption to the steady and regular supply of workforce for our operations could adversely affect our business, cash flows and results of operations.
-
We operate in a competitive business environment. Competition from existing players and new entrants
could have a material adverse effect on our business, financial condition and results of operations.
-
Our Registered Office and Corporate Office are located on property leased by us. Failure to renew
leasehold rights for our Registered and Corporate Office could adversely affect our business, and
operations.
-
We are dependent on a number of key personnel, including certain of our Promoters, our Key Managerial Personnel and our Senior Management Personnel, and the loss of or our inability to attract or retain such persons could adversely affect our business, results of operations, financial condition and cash flows.
-
We may not successfully protect our technical know-how, which may result in the loss of our competitive advantage.
-
If we are unable to establish and maintain an effective internal controls and compliance system, our business and reputation could be adversely affected.
-
Technology failures could disrupt our operations and adversely affect our business operations and
financial performance.
-
We may incur uninsured losses or losses in excess of our insurance coverage which could adversely affect our results of operations and financial condition.
-
Negative publicity against us, our Promoters, Promoter group, our suppliers, our customers or any of our or their affiliates could cause us reputational harm and could have a material adverse effect on our business, financial condition, results of operations and prospects.
-
Pricing pressure may affect our gross margin, profitability and ability to increase our prices, which in turn may materially adversely affect our business, results of operations and financial condition.
-
We may be unable to adequately protect our intellectual property and may be subject to risks of infringement claims.
-
Certain of our Promoters and members of our Promoter Group have provided guarantees in connection with our borrowings. Our business, financial condition, results of operations and prospects may be adversely affected by the revocation of all or any of the guarantees provided by certain of our Promoters in connection with our borrowings.
-
The average cost of acquisition of Equity Shares by the Promoters and Selling Shareholders could be lower than the floor price of the Price Band.
-
We have, in the last year, issued Equity Shares at a price that could be lower than the Offer Price.
-
Our Company will not receive any proceeds from the Offer for Sale.
-
There have been delays in payment of statutory dues by our Company and our Subsidiary in Fiscals 2024, 2023 and 2022. Inability to make timely payment/ default in payment of statutory dues may attract penalties and in turn have a material adverse impact on our business, results of operations and financial condition.
-
Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements and capital expenditures and the terms of our financing arrangements.
-
Our Promoters and Promoter Group will continue to exercise significant influence over us after
completion of the Offer.
-
Our Promoters, certain of our Directors, senior management and Key Managerial Personnel are interested in our Company`s performance in addition to their remuneration and reimbursement of expenses.
-
Our Promoters, Directors, Key Managerial Personnel and other key executives of our Company and
Subsidiary may enter into ventures that may lead to real or potential conflicts of interest with our business. Further, conflicts of interest may arise out of common business objects between our Company, Subsidiary and Group Company.
-
We may enter into necessary or desirable strategic acquisitions, or make acquisitions, or investments to grow our business. Any failure to achieve the anticipated benefits from these strategic acquisitions, or investments with our existing business, could adversely affect us.
-
Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit ratings or a poor rating may restrict our access to capital and thereby adversely affect our business and results of operations.
-
We have in this Draft Red Herring Prospectus included certain non-GAAP financial measures and certain other industry measures related to our operations and financial performance. These non-GAAP measures and industry measures may vary from any standard methodology that is applicable across the Indian biorefinery industry, and therefore may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies.
-
Our customers may engage in transactions in or with countries or persons that are subject to United States and other sanctions.
-
The Offer Price, market capitalization to total revenue multiple and price to earnings ratio based on the Offer Price of our Company, may not be indicative of the market price of the Equity Shares on listing.
-
Our business is dependent on our production units, each of which are located in the Bagalkot district of
Karnataka, and we are subject to certain risks in our production processes. Any unscheduled, unplanned
or prolonged disruption of our units could materially and adversely affect our business, financial
condition, cash flows and results of operations.
-
We derive a significant portion of our revenue from a few customers, in particular oil marketing companies
("OMCs"). The loss of one or more such customers, or a reduction in their demand for our products may
adversely affect our business, results of operations, financial condition and cash flows.
-
Under-utilization of our existing production capacities and an inability to effectively utilize our expanded
production capacities could have an adverse effect on our business, future prospects and future financial
performance.
-
We have entered into supply contracts with one member of our Promoter Group, and MRN Bhima Sugar
and Power Private Limited and MRN Canepower and Biorefineries Private Limited for supply of a
significant portion of our raw material requirements. Any termination of such contracts, failure to renew
such contracts on favourable terms or at all, or non-performance of obligations under such contracts, may
impact our business, financial condition, cash flows and results of operations.
-
Nirani Sugars Limited (formerly known as MRN Chamundi Canepower and Biorefineries Limited), our
Group Company has filed a compounding application and an adjudication application in connection with
financial statements for the year ended March 31, 2023.
-
We have placed orders in relation to the capital expenditure to be incurred for the project we intend to
fund through our Net Proceeds and have received most of the machinery. In the event the vendors are not
able to provide the equipment in a timely manner, or at all, may result in time and cost over-runs and our
business, prospects and results of operations may be adversely affected.
-
Our Promoters and members of our Promoter Group had encumbered some of the Equity Shares held by
them in favour of IDBI Trusteeship Services Limited pursuant to loans availed by the Company from State
Bank of India and Indian Renewable Energy Development Agency by way of pledge, which has
subsequently been released and shall be re-pledged after implementation of the statutory lock-in. Any
exercise of such encumbrance by such pledgee could dilute the shareholding of such persons and consequently dilute the aggregate shareholding of our Promoters, members of our Promoter Group and
such other shareholders, which may adversely affect our business and financial condition.
-
Disruptions to our production and sale of extra neutral alcohol ("ENA") may have an adverse effect on
our business, results of operations, cash flows and financial condition.
-
Our ethanol production depends on the availability of raw material such as sugar syrup/juice and
molasses, and any alternatives we may require in future, such as grains and biomass. Any shortage of
sugarcane, the underlying raw material, which is subject to seasonal vagaries, adverse weather conditions,
crop disease and pest attacks, may impact the availability and quality of our key raw materials, which may
have an adverse impact on our business, financial condition and results of operations.
-
As a producer of biofuels, we require significant capital and we may need to seek additional financing in
the future to support our growth strategies. To the extent our planned expenditure requirements exceed
our available resources, we will be required to seek additional debt or equity financing. An inability to
comply with repayment and other covenants in our financing agreements could adversely affect our
business and financial condition.
-
Our proposed capacity expansion plans via our production units are subject to the risk of unanticipated
delays in implementation and cost overruns.
-
Our inability to accurately forecast demand for our products, manage our working capital balances, or
our inability to collect receivables in a timely manner may have an adverse effect on our business, results
of operations, cash flows and financial condition.
-
We are subject to strict quality requirements, and sale of our products is dependent on our quality controls
and standards. Any failure to comply with quality standards may adversely affect our business prospects
and financial performance.
-
We have a high debt to equity ratio which underlines our reliance of debt financing for our operations.
Any disruption in this regard may adversely affect our business, results of operations and cash flows.
-
Our funding requirements and proposed deployment of the Net Proceeds are based on management
estimates and may be subject to change based on various factors, some of which are beyond our control.
-
Implementation of our growth strategies is subject to various risks and uncertainties. Our inability to grow
our operations or execute such strategies could affect our business, financial condition and results of
operations.
-
We are subject to seasonality in our operations, which could result in fluctuations in our results of
operations.
-
We are dependent on third party transportation providers for the supply of raw materials and delivery of
our products. Any disruptions in logistics and transportation or significant increase in freight charges
could adversely affect our business, financial condition and results of operations.
-
Our production Units are dependent on adequate and uninterrupted supply of water, fuel, steam and
electricity. While we have captive cogeneration units that cater to our electricity, steam and fuel
requirements, any disruption in these captive cogeneration units may lead to disruption in operations,
higher operating cost and consequent decline in our operating margins.
-
Our efforts to introduce new products, or optimise production for existing products, are dependent on the
success of our research and development initiatives. Our inability to successfully develop and
commercialise new products in a timely manner could adversely impact our business, growth and financial
condition.
-
We have, and intend to continue entering into, memoranda of understanding ("MOUs") to collaborate
and develop technological know-how, including for sustainable aviation fuel and 2G ethanol. We have
also signed a term sheet for investment in the share capital of our Subsidiary, Leafiniti. We cannot assure
you that such MOUs or term sheets will lead to continued collaboration.
-
Industry information included in this Red Herring Prospectus has been derived from an industry report
prepared by CRISIL exclusively commissioned and paid for by us for such purpose.
-
The CRISIL Report mentions certain risks applicable to our Company and the biofuel industry, which may
adversely affect our business, results of operations and financial condition.
-
Our Statutory Auditors have included an emphasis of matter in their auditor`s report on our audited
financial statements as at and for the Financial Year ended March 31, 2023.
-
The Proforma Condensed Combined Financial Information included in this Red Herring Prospectus is
not indicative of our future financial condition or results of operations.
-
As per the Proforma Condensed Combined Financial Information, there were negative cash flows from
operating activities in the past. As we grow our operations, we cannot assure you that we will not experience
negative cash flows from operating activities in future.
-
We enter into related party transactions in the ordinary course of our business and we cannot assure you
that such transactions will not have an adverse effect on our results of operation and financial condition.
-
Significant differences exist between Ind AS used to prepare our financial information and other
accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may
consider material to their assessment of our financial condition.
-
There are outstanding legal proceedings involving our Directors and our Promoters. Any adverse outcome
in such proceedings may have an adverse impact on our reputation, business, financial condition, results
of operations and cash flows.
-
There has been non-compliance by us in relation to appointment of key managerial personnel and we may
be subject to regulatory actions and penalties for such non-compliance and our business, financial
condition and reputation may be adversely affected.
-
We are subject to increasingly stringent environmental, health and safety laws, regulations and standards.
Non-compliance with and adverse changes in health, safety, labour, and environmental laws and other
similar regulations applicable to our operations may adversely affect our business, results of operations
and financial condition.
-
We are required to obtain, renew or maintain statutory and regulatory permits, licenses and approvals to
operate our business and our Units, and any delay or inability in obtaining, renewing or maintaining such
permits, licenses and approvals could result in an adverse effect on our results of operations.
-
Certain Directors of our Company are also directors on the board of our Group Company which had filed
an application for settlement with SEBI in connection with violation of Section 67(3) of the Companies
Act, 1956, and such settlement order has been passed.
-
Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements,
including prior shareholders` approval.
-
Certain of our previous statutory auditors have tendered their resignation prior to the completion of their
respective terms.
-
Information relating to the installed production capacity and capacity utilization of our Units included in
this Red Herring Prospectus are based on various assumptions and estimates and future production and
capacity may vary.
-
There may be delays in filing of e-forms filings of our Company in compliance with the Companies Act,
2013. Consequently, we may be subject to regulatory actions and penalties for such delays which may
adversely impact our business and financial condition.
-
Any disruption to the steady and regular supply of workforce for our operations could adversely affect our
business, cash flows and results of operations.
-
We operate in a competitive business environment. Competition from existing players and new entrants
could have a material adverse effect on our business, financial condition and results of operations.
-
Our Registered Office and Corporate Office are located on property leased by us. Failure to renew
leasehold rights for our Registered and Corporate Office could adversely affect our business, and
operations.
-
We are dependent on a number of key personnel, including certain of our Promoters, our Key Managerial
Personnel and our Senior Management Personnel, and the loss of or our inability to attract or retain such
persons could adversely affect our business, results of operations, financial condition and cash flows.
-
We may not successfully protect our technical know-how, which may result in the loss of our competitive
advantage.
-
If we are unable to establish and maintain an effective internal controls and compliance system, our
business and reputation could be adversely affected.
-
Technology failures could disrupt our operations and adversely affect our business operations and
financial performance.
-
We may incur uninsured losses or losses in excess of our insurance coverage which could adversely affect
our results of operations and financial condition.
-
Negative publicity against us, our Promoters, Promoter group, our suppliers, our customers or any of our
or their affiliates could cause us reputational harm and could have a material adverse effect on our
business, financial condition, results of operations and prospects.
-
Pricing pressure may affect our gross margin, profitability and ability to increase our prices, which in turn
may materially adversely affect our business, results of operations and financial condition.
-
We may be unable to adequately protect our intellectual property and may be subject to risks of
infringement claims.
-
Certain of our Promoters and members of our Promoter Group have provided guarantees in connection
with our borrowings. Our business, financial condition, results of operations and prospects may be
adversely affected by the revocation of all or any of the guarantees provided by certain of our Promoters
in connection with our borrowings.
-
The average cost of acquisition of Equity Shares by the Promoters and Selling Shareholders could be lower
than the floor price of the Price Band.
-
We have, in the last year, issued Equity Shares at a price that could be lower than the Offer Price.
-
Our Company will not receive any proceeds from the Offer for Sale.
-
There have been delays in payment of statutory dues by our Company and our Subsidiary in Fiscals 2023,
2024 and 2025. Inability to make timely payment/ default in payment of statutory dues may attract penalties
and in turn have a material adverse impact on our business, results of operations and financial condition.
-
Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash
flows, working capital requirements and capital expenditures and the terms of our financing
arrangements.
-
Our Promoters and Promoter Group will continue to exercise significant influence over us after
completion of the Offer.
-
Our Promoters, certain of our Directors, senior management and Key Managerial Personnel are interested
in our Company`s performance in addition to their remuneration and reimbursement of expenses.
-
Our Promoters, Directors, Key Managerial Personnel and other key executives of our Company and
Subsidiary may enter into ventures that may lead to real or potential conflicts of interest with our business.
Further, conflicts of interest may arise out of common business objects between our Company, Subsidiary
and Group Company.
-
We may enter into necessary or desirable strategic acquisitions, or make acquisitions, or investments to
grow our business. Any failure to achieve the anticipated benefits from these strategic acquisitions, or
investments with our existing business, could adversely affect us.
-
Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit
ratings or a poor rating may restrict our access to capital and thereby adversely affect our business and
results of operations.
-
We have in this Red Herring Prospectus included certain non-GAAP financial measures and certain other
industry measures related to our operations and financial performance. These non-GAAP measures and
industry measures may vary from any standard methodology that is applicable across the Indian
biorefinery industry, and therefore may not be comparable with financial or industry related statistical
information of similar nomenclature computed and presented by other companies.
-
Our customers may engage in transactions in or with countries or persons that are subject to United States
and other sanctions.
-
The Offer Price, market capitalization to total revenue multiple and price to earnings ratio based on the
Offer Price of our Company, may not be indicative of the market price of the Equity Shares on listing.
