TGIF Agribusines

Risks

• The company has been recently formed by conversion of the erstwhile LLP into the company, thus the company has limited operating history as a Company which may make it difficult for investors to evaluate its historical performance or future prospects.

• Excessive dependence on single or limited number of products may have an adverse effect on its operation and result of operations.

• Unfavorable weather patterns may have an adverse effect on its business, results of operations and financial condition.

• Any improper handling, processing or storage of finished products, or spoilage of and damage to, or any real or perceived contamination in its products, could subject it to regulatory and legal action, damage its reputation and have an adverse effect on its business, results of operations and financial condition.

• Its business is subject to seasonal variations that could result in fluctuations in its results of operations.

• Some of the lease agreements of the farm land used in its business operations and certain other agreements may be inadequately stamped or may not have been registered as a result of which its operations may be impaired.

• The farm land on which the company undertake its business operations and the registered office have been taken on lease or rent basis. Its inability to seek renewal or extension of such leases may materially affect its business operations.

• The plantation the company grow take a substantial portion of time to grow, until they are ready to harvest and grow the required quality and quantity of fruits and vegetables.

• The company has had negative net cash flows in the past and may continue to have negative cash flows in the future.

• The company operates in limited geographies for a significant portion of its revenue. Entering into new geographies may not be as profitable at the current scenario. The company operates in limited geographies for a significant portion of its revenue. Entering into new geographies may not be as profitable at the current scenario.

• Its top customers contribute majority of the company revenues from operations. Any loss of business from one or more of them may adversely affect its revenues and profitability.

• The Company and its Directors are involved in certain legal proceedings. Any adverse decision in such proceedings may render it/them liable to liabilities/penalties and may adversely affect its business and results of operations.

• Use of defective inputs like seeds, plant nutrients, pesticides or any loss to the fertile soil could adversely affect its business and results of operation.

• The company has not placed orders for the purchase of plant and machinery for which part of the funds are being raised through the Issue.

• The company is subject to fluctuations in agricultural commodity and other raw material prices caused by factors outside of its control that could adversely affect the company operating results.

• Outbreaks of any plant or crop diseases in particular, can significantly restrict its ability to conduct the company operations.

• Its insurance coverage may not adequately protect the company against all material hazards, which may affect its business, results of operations and financial condition.

• Crops been perishable in nature, any inability on its part to deliver the company crops at the right time in the markets could have a material adverse effect on its business, results of operation and financial condition.

• The lack of sufficient water would severely impact its ability to produce fruits or vegetables.

• Pricing pressure from customers may adversely affect its gross margin, profitability and inability to increase its prices, which may in turn materially adversely affect the company results of operations and financial condition.

• The company has not registered the trademarks which the company is using for its business. If the company is unable to protect its intellectual property against third party infringement or are found to infringe on the intellectual property rights of others, it could have a material adverse effect on its business, results of operations and financial condition.

• A shortage or non-availability of electricity, transportation services or water used in irrigation may adversely affect its operations and have an adverse effect on the company`s business, results of operations and financial condition.

• The company generally do not enter into any firm supply agreements with its customers. If the company customers choose not to source their requirements from it, its business and results of operations may be materially adversely affected.

• Competition in the industries in which the company operates could result in a reduction in its market share or require it to incur substantial expenditures on marketing, which could adversely affect its business, results of operations and financial conditions.

• The company requires certain approvals or licenses in the ordinary course of business and the failure to renew, obtain or retain them in a timely manner, or at all, may adversely affect its operations.

• Its inability to maintain good relationship and network in Local Market may have an adverse effect on its results of operations and financial condition.

• The company enjoy certain direct tax and indirect tax related policy benefits in its business. Any changes in regulations or applicable tax laws would materially affect its operations and growth prospects.

• Any inability on its part to collect amounts owed to the company could result in the reduction of its profits.

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

• Conflicts of interest may arise out of common business objects between the Company and Group Entity.

• Its Group company has incurred net losses in the past and has negative net-worth.

• The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the equity shareholders.

• Its inability to effectively manage the company`s growth could have an adverse effect on its business, results of operations and financial condition.

• The Company has issued Equity Shares in the last 12 months at a price which may be lower than the Issue Price.

• The company has taken certain unsecured loans which can be recalled by the lenders at any time.

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

• The company will continue to be controlled by its Promoters after the completion of the Issue.

• The average cost of acquisition of Equity Shares by its Promoter may be lower than the price at which the Equity shares are issued in this public offer.

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

• The company is subject to an extensive Government policies and regulations particularly those affecting the agricultural sector and related industries, could adversely affect its operations and profitability.

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

• The company is dependent on its promoters and senior management, and the loss of, or its inability to attract or retain such persons could adversely affect its business, results of operations and financial condition.

• Certain key performance indicators for certain listed industry peers included in this Draft Prospectus have been sourced from public sources and there is no assurance that such financial and other industry information is complete.

• Its operations could be adversely affected by strikes, work stoppages or increased wage demands by its employees or any other kind of disputes with the company`s employees.

• 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.

• 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 Objects of the Issue for which funds are being raised have not been appraised by any bank or financial institution. Any variation between the estimation and actual expenditure as estimated by the management could result in execution delays or influence its profitability adversely.

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

• Regulation of foreign ownership of Indian securities by the GoI may have an adverse effect on the price of the Equity Shares. Further, its ability to raise foreign capital may be constrained by Indian law.

• Any future issuance of Equity Shares, or convertible securities or other equity linked securities by it and any sale of Equity Shares by its significant shareholders may dilute your shareholding and adversely affect the trading price of the Equity Shares.

• The Issue price of its Equity Shares may not be indicative of the market price of the company Equity Shares after the Issue and the market price of its Equity Shares may decline below the issue price and you may not be able to sell your Equity Shares at or above the Issue Price.

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