Vishwas Agri

Risks

• Its operations are subject to high working capital requirements. The company`s inability to maintain an optimal level of working capital required for its business may impact its operations adversely.

• The Company has provided corporate guarantees to HDFC Bank for the loans availed by its Group Company, Vraj Hybrid Seeds Limited. In the event any of its Group Company default on any of the loans availed, the Company will be liable for the repayment obligations.

• Its Group Company and Promoter Group entity is engaged in the similar line of business as of the Company. There are no non - compete agreements between the Company and such entities. Its cannot assure that its Promoter will not favour the interests of such entities over its interest or that the said entity will not expand which may increase its competition and may adversely affect business operations and financial condition of the Company.

• The company is highly dependent on the sale of Groundnut seeds & Cumin seeds its business is exposed to risks related to product concentration, which could materially and adversely affect its business, financial condition, results of operations, and prospects.

• There are no outstanding legal proceedings on the date of this draft prospectus involving the Company, however there may be possible litigation which may adversely affect it business, financial condition and results of operations.

• Its business is seasonal in nature and therefore the company results of operations for any quarter in a given year may not, therefore, be comparable with other quarters in that year.

• Its inability to predict accurately the demand for the company products and to manage its production and inventory levels could materially and adversely affect its business, financial condition, results of operations and prospects.

• Substantial portion of its revenues has been dependent upon few customers and dealers. The loss of any one or more of its major customers or dealers would have a material adverse effect on its business, cash flows, results of operations and financial condition.

• Term Loans availed by the Company have been secured on personal guarantees of its Directors and create charge over its immovable and movable properties in respect of finance availed by it.

• The company may incur penalties or liabilities for non-compliance or delay in compliance with certain provisions of GST Act, Income tax Act, Companies Act and other applicable laws in the last Three years and in stub period.

• The company relies on third-party farmers who assist it in growing seeds (the "Seed Growing Farmers") to produce its seeds, and any problems with such Seed Growing Farmers may negatively affect its sales, cash flows from operations and results of operations, and may further expose it to reputational risk.

• The company is heavily dependent on its Promoters and Key Managerial Personnel for the continued success of its business through their continuing services and strategic guidance and support.

• The company has incurred indebtedness which exposes it to various risks which may have an adverse effect on its business and results of operations.

• Weather conditions, crop diseases and pest attacks could adversely affect the production of its seed products, as well as the demand for the company`s seed products, which may adversely affect its business, financial condition, results of operations and prospects.

• Actual or alleged claims relating to defective or low-quality products could materially and adversely affect its business, financial condition, results of operations, reputation and prospects.

• The company has in the past entered into related party transactions and may continue to do so in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on the Company`s financial condition and results of operations.

• Some of the statutory approvals by the Company is required to be transferred in the name of "Vishwas Agri Seeds Ltd." from "Vishwas Agri Seeds Pvt. Ltd.", pursuant to conversion from private limited to public limited company. Any failure to obtain and renew them or failure to transfer them in name of "Vishwas Agri Seeds Ltd." in a timely manner may affect its business operations.

• The Company operates under several statutory and regulatory permits, licenses and approvals. Its inability to obtain, renew or maintain the statutory and regulatory licenses, permits and approvals required to operate its business may have an adverse effect on the company`s business & operations.

• The company is subject to competition from both organized and unorganized players in the market, which may significantly affect the fixation and realisation of the price for its product, which may adversely affect its business operation and financial condition.

• Comparison between the company current production capacities utilization with historical capacity utilization of its production facilities.

• Any significant delay in receipt of capital subsidy will adversely affect its cash flow.

• Its continued operations are critical to the company`s business and are subject to operating risks such as breakdown or failure of machinery, disruption to power sources or any temporary shutdown of its processing facility, in the event of which, the company`s business, results of operations, financial condition and cash flows can be adversely affected.

• Changes in technology may render its current technologies obsolete or requires the company to make substantial investments.

• The company is dependent on third party transportation providers for the delivery of its raw material and Finished products. Accordingly, continuing increases in transportation costs or unavailability of transportation services for them, as well the extent and reliability of Indian infrastructure may have an adverse effect on its business, financial condition, results of operations and prospects.

• The average cost of acquisition of Equity Shares by its Promoters could be lower than the Issue Price.

• Dependence upon transportation services for supply and transportation of its products are subject to various uncertainties and risks, and delays in delivery may result in rejection of products by customer.

• Delays or defaults in client payments could affect its operations.

• Failure to effectively manage labour/staff or failure to ensure availability of sufficient labour/staff could affect the business operations of the Company.

• The Promoters (including family Member of Promoters) and Directors hold 100% of the Equity Shares of the Company and are therefore interested in the Company`s performance in addition to their remuneration and reimbursement of expenses.

• 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.

• The company has not identified any alternate source of funding and hence any failure or delay on its part to mobilize the required resources or any shortfall in the Issue proceeds may delay the implementation schedule.

• The company may not be able to sustain effective implementation of its business and growth strategy.

• The company is subject to the restrictive covenants of banks in respect of the Loans/ Credit Limits and other banking facilities availed from them.

• Any Penalty or demand raised by statutory authorities in future will affect its financial position of the Company.

• The Objects of the Issue for which funds are being raised, are based on its management estimates and have not been appraised by any bank or financial institution or any independent agency.

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

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

• The company may requires further equity issuance, which will lead to dilution of equity and may affect the market price of its Equity Shares or additional funds through incurring debt to satisfy its capital needs, which the company may not be able to procure and any future equity offerings by the company.

• Certain data mentioned in this Draft Prospectus has not been independently verified.

• The company may not be able to sustain effective implementation of its business and growth strategies.

• In the event there is any delay in the completion of the Issue, there would be a corresponding delay in the completion of the objects / schedule of implementation of this Issue which would in turn affect its revenues and results of operations.

• The requirements of being a public listed company may strain its resources and impose additional requirements.

• The qualification and experience proof of some of its Promoters may not be available.

• The Issue Price of its Equity Shares may not be indicative of the market price of the company`s Equity Shares after the Issue.

• The Equity Shares issued pursuant to the Issue may not be listed on the Stock Exchange(s) in a timely manner, or at all, and any trading closures at the Stock Exchange(s) may adversely affect the trading price of its Equity Shares.

• Any further issuance of Equity Shares by the Company or sales of Equity Shares by any significant shareholders may adversely affect the trading price of the Equity Shares.

• There is no existing market for its Equity Shares, and the company does not know if one will develop. Its stock price may be highly volatile after the Issue and, as a result, you could lose a significant portion or all of your investment.

• There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a shareholder`s ability to sell, or the price at which it can sell, the 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.