Phoenix Overseas

Quality Assurance.

Increase Geographical Presence.

Improving operational efficiencies.

Leveraging its Market skills and Relationships.

Increasing the customer reach.

Innovative and Marketing Method.

Major exports of the Company are to Bangladesh and this expose it to higher degree of risk with constantly changing economic, regulatory and social conditions. Any change in political or economic conditions in Bangladesh can adversely affect its business, financial condition and results of operations.

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

In the past, there have been instances of delays in filings of certain forms which were required to be filed as per the reporting requirements under the Companies Act, 1956 and Companies Act, 2013 to RoC.

In the past, there have been instances of delays in filings of certain returns which were required to be filed as per the reporting requirements under the Goods & Service Act, 2017 and Income Tax Act, 1961.

The company majority of the revenue comes from the Merchant export division and disruption in the export division may adversely affect its business and the results of operations.

The company depends on a few suppliers of its products, for a significant portion of the company supplies and purchase, and any decrease in supply from any one of its key vendors may adversely affect the company`s business and results of operations.

Failures of the Potato Crop in West Bengal State and more specifically in and around Malda District would severely affect its ability to generate revenues and hence adversely affect the company results of operations and financial conditions.

Expansion into new business activities through setting up new subsidiaries of the company.

The export / import of certain agricultural produce and commodities is subject to seasonal factors Consequently, its inability to accurately forecast demand for the company products, may have an adverse effect on its business, results of operations, cash flows and financial condition.

The company benefit from certain export benefits from the Government of India, which if withdrawn or modified may have a significant impact on its results operations.

The global scope of its operations exposes it to risks of doing business in foreign countries, including the constantly changing economic, regulatory, social and political conditions in the jurisdictions in which the company operates and seek to operates, which could adversely affect the company`s business, financial condition and results of operations.

The company is dependent on third party transportation service providers for delivery of agricultural produce or commodities to it from the company suppliers and delivery of its products to its customers. The company has not entered into any formal contracts with its transport providers and any failures on part of such service providers to meet their obligations could adversely affect its business, financial condition and results of operation.

Its Import/Exports business activities are concentrated on one or more ports in India.

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

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 the company to arrange for increased working capital limits. Its inability to meet the company working capital requirements may adversely affect its results of operations.

There are backward integration challenges in agricultural produce and commodities trading business.

Its business could be adversely affected in case of technical failures of key utilit infrastructure such as Power, Water, and Machinery Failure etc.

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

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

The company inability to effectively manage its growth or to successfully implement its business plan and growth strategy could adversely affect its business, results of operations and financial condition.

If the company is unable to service its debt obligations in a timely manner or to comply with various financial and other covenants and other terms and conditions of its financing agreements, it may adversely affect the company`s business, credit rating, reputation, prospects, results of operations, cash flows and financial condition.

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 the company existing and/ or additional indebtedness.

Its Promoter, Directors and members of the company Promoter Group have extended personal guarantees with respect to loan facilities availed by the Company. Further, member of its Promoter Group has provided their property as collateral security for loan facilities availed by the Company. Revocation of any or all of these personal guarantees or withdrawal of such property may adversely affect its business operations and financial condition.

Any delays and/or defaults in customer 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 had negative cash flow from operating, investing and financing activities in recent fiscals, details of which are given below. Sustained negative cash flow could adversely impact its business, financial condition and results of operations.

Its may be unable to grow the companya`s business in additional geographic regions or international markets, which may adversely affect its business prospects and results of operations.

Any adverse change in regulations governing the company products and the products of its customers, may adversely impact the company`s business prospects and results of operations.

There are outstanding litigations involving the Company which, if determined adversely, may affect its business and financial condition.

Its insurance coverage may not adequately protect the company against certain operating risks and this may have as adverse effect on the results of its business.

The registered office of the Company is shared by its group companies. Any present and future conflicts involving any of its group companies sharing the company registered office premises could have a material adverse effect on its business.

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.

Its success largely depends upon the knowledge and experience of the company Promoters, Directors and its 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.

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

Its Promoters 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 Promoters could be lower than the Offer 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.

Its Group Companies have incurred losses in the past and may incur losses in the future.

The company has not identified any alternate source of raising the funds required for the object of the Offer and the deployment of funds is entirely at its discretion and as per the details mentioned in the section titled "Objects of the Offer"

Any variation in the utilization of the Net Proceeds as disclosed in this Red Herring Prospectus shall be subject to certain compliance requirements, including prior Shareholder`s approval.

The occurrence of natural or man-made disasters may adversely affect its business, results of operations and financial condition.

Terrorist attacks, communal disturbances, civil terrorist attacks and other acts of violence or war involving may adversely affect the financial markets and its business.

The Company is subject to foreign exchange control regulations which can pose a risk of currency fluctuations.

Its 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 the company.

Its funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency and its management will have broad discretion over the use of the Net Proceeds. The deployment of funds is entirely at its discretion and as per the details mentioned in the chapter titled "Objects of the Offer".

The Equity Shares have never been publicly traded, and, after the Offer, the Equity Shares may experience price and volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the price of the Equity Shares may be volatile, and you may be unable to resell the Equity Shares at or above the Offer Price, or at all.

The Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer.

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 Promoters or members of the company Promoter Group may adversely affect the trading price of the Equity Shares.

Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may adversely affect the value of its Equity Shares, independent of the company operating results.

Sale of Equity Shares by its Promoters 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.

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.

Any issuance or sale of the Equity Shares by any existing shareholder could significantly affect the trading price of the Equity Shares.

The Equity Shares issued pursuant to the Issue may not be listed on SME Platform of National Stock Exchange of India Limited in a timely manner, or at all, and any trading closures at NSE may adversely affect the trading price of its Equity Shares.

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.