Baba Food Processing India Ltd

Setting up of an additional manufacturing unit to focus on the growing demand of its products.

Expand its existing product portfolio.

Diversifying and increasing penetration in markets.

Strengthen its brand value and create awareness for its new products.

Strengthen its marketing network.

Improving operational efficiencies.

Leveraging its Market skills and Relationships.

Value proposition for consumers.

Penetration into global markets.

Diversified Product Baske.

Strong brand recall and established track record.

Existing client and supplier relationships.

Quality Assurance and Quality Control of our products.

Strategically located manufacturing facilities with modern infrastructure and integrated manufacturing facilities with a core focus on quality.

Cost efficient sourcing and locational advantage.

Well experienced management team with proven project management and implementation skills.

The company cannot assure you that the manufacturing unit proposed to be set up by its Subsidiary, Panchakanya Foods Private Limited will become operational as scheduled, or at all, or operate as efficiently as planned. If the company is unable to commission its new manufacturing unit in a timely manner or without cost overruns, it may adversely affect its business, results of operations and financial condition.

As on date the company have not obtained any of the approvals, clearances and permissions as may be required from the relevant authorities for the proposed manufacturing units. In the event its unable to obtain such approvals and permits, the company business, results of operations, cash flows and financial condition could be adversely affected.

The allotment of land to its Subsidiary for setting up the proposed manufacturing unit is subject to compliance with certain terms and conditions. Failure to comply with such conditions could adversely affect its business and financial condition.

All of its experience in respect of the company business operations is limited to Jharkhand, Odisha and West Bengal. Further, the Company has limited experience of manufacturing Chickpea Flour (Besan) and Roasted Gram Flour (Sattu). Hence, its have limited exposure in operating outside the aforementioned states and manufacturing products outside of its existing product portfolio, which may make it difficult to evaluate its past performance and prospects with respect to the same.

The company cannot assure that its shall be able to utilize its proposed manufacturing unit to their full capacity or up to an optimum capacity, and non-utilisation of the same may lead to loss of profits or can result in losses, and may adversely affect its business, results of operations and financial condition.

There can be no assurance that the objects of the Issue will be achieved within the time frame anticipated or at all, or that the deployment of the Net Proceeds in the manner intended by it will result in any increase in the value of your investment. Further, the plan for deployment of the Net Proceeds has not been appraised by any bank or financial institution.

The Company and its Subsidiary is yet to place orders for 100% of the plant and machinery. Further the costs of certain machinery proposed to be installed in the proposed and existing manufacturing units, have been quoted in US Dollars and Euro, and therefore are exposed to risk of fluctuation of foreign exchange rate. Any delay in placing orders or procurement of such plant and machinery or variation in foreign exchange rate, may further delay the schedule of implementation and increase the cost of commissioning the manufacturing unit.

The company depends on its dealers, wholesalers and retailers for a significant portion of its revenue, and any decrease in revenues or sales from any one of its key intermediaries may adversely affect the company business and results of operations.

The company does not have long term agreements with suppliers for its raw materials and an increase in the cost of or a shortfall in the availability of such raw materials could have an adverse effect on its business, results of operations and financial condition.

There have been instances of delays of certain forms which were required to be filed as per the reporting requirements under the Companies Act, 2013 to RoC.

The improper handling, processing or storage of its raw materials or products, or spoilage of and damage to such raw materials and products, or any real or perceived contamination in its products, could subject it to regulatory action, damage its reputation and have an adverse effect on the company business, results of operations and financial condition.

One of its objects of the Issue is to invest in Panchakanya Foods Private Limited, the company Subsidiary, for the purpose of setting up an ultra-modern highly automated roller flour mill and chakki whole wheat atta mill in Patna. The investment of the Net Proceeds in its Subsidiary will not result in creation of any tangible assets for the Company.

A portion of the Net Proceeds will be utilized by the Company for part-repayment or prepayment of unsecured loans availed by it from its Group Company, Baba Agro Food Limited.

If the company is not able to obtain, renew or maintain its statutory and regulatory licenses, registrations and approvals required to operate its business, it may have a material adverse effect on its business, results of operations and financial condition.

The company continued operations are critical to its business and any shutdown of its manufacturing unit may adversely affect its business, results of operations and financial condition.

The company`s business and prospects may be adversely affected if its unable to maintain and grow the image of the company brands. Further, its brand `Panchakanya` and the package design of the company product `Panchakanya Gold` is assigned and registered, respectively, in the name of its Promoter Group member, Manish Kumar Sahu. The company is in the process of executing a deed of assignment with its promoter group member to record the terms of usage of the said trademarks. In the event, its unable to execute the deed of assignment, it could have a material impact on its goodwill, business operations, financial condition and results of operations.

Any failure in its quality control processes may adversely affect the company business, results of operations and financial condition. Its may face product liability claims and legal proceedings if the quality of the company products does not meet its customers` expectations.

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

Any delays and/or defaults in payments could result in increase of working capital investment and/or reduction of the Company`s profits, thereby affecting its operation and financial condition.

The Company requires significant amount of working capital for a continuing growth. Its inability to meet the company working capital requirements may adversely affect its results of operations.

The Company proposes to utilize part of the Net Proceeds for repayment or pre-payment, in full or in part, of all or certain unsecured borrowings availed by the Company and accordingly, the utilization of that portion of the Net Proceeds will not result in creation of any tangible assets.

The company is dependent on information technology systems in carrying out its business activities and it forms an integral part of its business. Further, if the company is unable to adapt to technological changes and successfully implement new technologies or if its face failure of its information technology systems, the company may not be able to compete effectively which may result in higher costs and would adversely affect its business and results of operations.

The company is dependent on third party transportation providers for delivery of raw materials to us from its suppliers and delivery of the company products to its customers. The company have not entered into any formal contracts with its transport providers and any failure on part of such service providers to meet their obligations could adversely affect its business, financial condition and results of operation.

The Company has availed certain unsecured loans which may be recalled at any time.

Its inability to manage inventory in an effective manner could affect its business.

If the Company is unable to protect its intellectual property, or if the Company infringes on the intellectual property rights of others, its business may be adversely affected.

Its business may expose it to potential product liability claims and recalls, which could adversely affect its results of operation, goodwill and the marketability of the company products.

The company have significant power requirements for continuous running of its manufacturing unit. Any disruption to its operations on account of interruption in power supply or any irregular or significant hike in power tariffs may have an effect on its business, results of operations and financial condition.

The company operates in a competitive business environment and its inability to compete effectively may adversely affect its business, results of operations, financial condition and cash flows.

The company Promoter, Directors and Key Managerial Personnel have interests in the Company other than reimbursement of expenses incurred or normal remuneration or benefits.

Its Promoter and members of the Promoter Group have significant control over the Company and have the ability to direct its business and affairs; their interests may conflict with your interests as a shareholder.

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

The company future fund requirements, in the form of further issue of capital or securities and/or loans taken by it, may be prejudicial to the interest of the Shareholders depending upon the terms on which they are eventually raised.

The company have in past entered into related party transactions and its may continue to do so in the future.

Its Promoter and members of its Promoter Group have extended personal guarantees and personal properties as collateral security with respect to various loan facilities availed by the Company. Revocation of any or all of these personal guarantees may adversely affect its business operations and financial condition.

Its agreements with lenders for financial arrangements contain restrictive covenants for certain activities and if the company is unable to get their approval, it might restrict its scope of activities and impede the company growth plans.

Stringent food safety, consumer goods, health and safety laws and regulations may result in increased liabilities and increased capital expenditures.

In addition to its existing indebtedness for the company existing operations, its may incur further indebtedness during the course of business. The company cannot assure that its would be able to service its existing and/ or additional indebtedness.

The company has not made any alternate arrangements for meeting its capital requirements for the Objects of the Issue. Further, the company have not identified any alternate source of financing the `objects of the Issue`. Any shortfall in raising / meeting the same could adversely affect its growth plans, operations and financial performance.

Its success largely depends upon the knowledge and experience of the company Promoter, Directors, and our Key Managerial Personnel. Loss of any of its Directors and key managerial personnel or the company ability to attract and retain them could adversely affect its business, operations and financial condition.

The company Registered Office and a part of its manufacturing unit are located on premises which are not owned by it.

The Company has acquired immovable properties from its Promoter, Directors and their relatives in the past.

The company have certain contingent liabilities and its financial condition and profitability may be adversely affected if any of these contingent liabilities materialize.

The Company has experienced negative cash flow in the past and may continue to do so in the future, which could have a material adverse effect on its business, prospects, financial condition, cash flows and results of operations.

Its Subsidiary may have conflict of interest with the company as it is engaged in similar business and may compete with it.

Any conflict of interest which may occur between its business and any other similar business activities pursued by the company Promoter could have a material adverse effect on its business and results of operations.

The company may face difficulties in implementing its strategies including the company expansion and diversification plans of entering new geographical areas, development and commercialization of new products.

Its lenders have charge over the company movable and immovable properties including the property where the Company proposes to set up its new manufacturing unit in respect of finance availed by it.

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.

Any variation in the utilisation of the Net Proceeds or in the terms of any contract as disclosed in the Draft Red Herring Prospectus would be subject to certain compliance requirements, including prior shareholders` approval.

Relevant copies of educational qualifications and experience of its Promoter and Directors are not traceable.

Information relating to the historical capacity of its production facilities included in this Draft Red Herring Prospectus is based on various assumptions and estimates and future production and capacity may vary.

The requirement of funds in relation to the objects of the Issue has not been appraised.

The company inability to procure and/or maintain adequate insurance cover in connection with its business may adversely affect its operations and profitability.

The company ability to pay dividends in the future may be affected by any material adverse effect on its future earnings, financial condition or cash flows.

Increased losses due to fraud, employee negligence, theft or similar incidents may have an adverse impact on it.

The company has not independently verified certain data in this Draft Red Herring Prospectus.

The requirements of being a listed company may strain its resources.

The Equity Shares have never been publicly traded and the Issue may not result in an active or liquid market for the Equity Shares.

There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the SME Platform of National Stock Exchange of India Limited in a timely manner or at all.

There is no existing market for its Equity Shares, and the company does not know if one will develop to provide you with adequate liquidity. Further, an active trading market for the Equity Shares may not develop and the price of the Equity Shares may be volatile.

The price of the Equity Shares may be highly volatile after the Issue.

You will not be able to sell immediately on the Stock Exchanges any of the Equity Shares you purchase in the Issue.

There are restrictions on daily movements in the trading price of the Equity Shares, which may adversely affect a shareholder`s ability to sell Equity Shares or the price at which Equity Shares can be sold at a particular point in time.

The price of the Equity Shares may be volatile, which could result in substantial losses for investors acquiring the Equity Shares in the Issue.

Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by the Company may dilute your shareholding and any sale of Equity Shares by its Promoter or members of its Promoter Group may adversely affect the trading price of the Equity Shares.

Sale of Equity Shares by its Promoter or other significant shareholder(s) may adversely affect the trading price of the Equity Shares.

Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.