<ul><li>The company does not own its Registered Office, Corporate Office and manufacturing facility. A failures to renew its existing lease arrangements at commercially favourable terms or at all may have a material adverse effect on its business, financial condition, and results of operations. </li><li>As of the date of this Red Herring Prospectus, there are outstanding legal proceedings involving the Company, its Subsidiaries and the company Promoters and Directors. Any adverse outcome in such legal proceedings may affect its reputation, business, results of operations and financial condition. </li><li>The Company is dependent on few numbers of customers for sales. Loss of any of this large customer may affect its revenues and profitability.</li><li>The company derives 69.44%, 70.35%, 77.63% and 74.50% of its revenue from operation from top two customer during the period ended on June 30, 2024 and fiscal year ending on March 31, 2024, 2023 and 2022 respectively. If such customers choose not to source their requirement from it, the company business, financial condition and result of operation may be adversely affected. </li><li>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 or quality of such raw materials could have an adverse effect on its business and results of operations.</li><li>The Company markets its products through Krishak Bharati Co-operative Limited. In case of non- fulfillment of agreement obligations or cancellation of the agreement, under its terms or pre-maturely, its may not be able to generate the required sales and lose market share, thus affecting its revenues and profitability.</li><li>There are certain discrepancies and delay filing in its statutory records relating to filing of necessary filing with the concerned Registrar of Companies.</li><li>Its Promoters were director of a company which has been struck off by Registrar of Companies, Gwalior, Madhya Pradesh.</li><li>One of the business vertical of its business is Fertiliser & the same is dependent on the performance of the agricultural sector in which our fertilizers are used. Any developments affecting the performance of the agricultural sector are likely to affect its business, results of operations and financial condition.
</li><li>The company's current manufacturing facility in Shahjahanpur, U.P which is pivotal to its exclusive production of goods. Any unscheduled slowdowns, shutdowns, or underutilization of this facility could significantly impact business, financial condition, and operational results. </li><li>The Company operations 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.</li><li>Its revenues are highly dependent on the company operations in geographical region of state of Uttar Pradesh. Any adverse development affecting its operations in these regions could have an adverse impact on its business, financial condition and results of operations.</li><li>At present, the Company has applied for certain licenses and approvals and some of the approvals are applied but yet to receive. Its business requires it to obtain and renew certain registrations, licenses and permits from government and regulatory authorities and the failure to obtain and renew them in a timely manner may adversely affect its business operations and some of the approvals are required to be transferred in the name of `Anya Polytech & Fertilizers Limited'. </li><li>Any failures in its quality control processes may adversely affect the company's business, results of operations and financial condition.</li><li>The Company had negative cash flow from operating 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. </li><li>The company intend to utilize a portion of the Net Proceeds for Capital Expenditure towards purchase of Plant & Machinery in Anya Polytech & Fertilizers Limited, Setting-up new project in subsidiary Company i.e., Yara Green Energy Private Limited and Capital Expenditure towards purchase of Plant & Machinery in another Subsidiary Company i.e. Arawali Phosphate Limited". </li><li>One of its objects of the issue includes Setting up new Project for Subsidiary Company, Yara Green Energy Private Limited, which is time consuming for set up.</li><li>The company has not identified any alternate source of raising the funds required for the object of the Issue and the deployment of funds is entirely at its discretion and as per the details mentioned in the section titled "Objects of the Issue" </li><li>All of its revenue from operations are generated from India. Any adverse development affecting its operations in India could have an adverse impact on the company's business, financial condition and results of operations. </li><li>The company could be adversely affected due to misconduct or errors of its employees that are difficult to detect and any such incidents could adversely affect the company financial condition, results of operations and reputation.</li><li>Failures to successfully implement its business strategies may materially and adversely affect the company's business, prospects, financial condition and results of operations.</li><li>The Company and its subsidiaries has availed unsecured loans which are repayable on demand. Any demand from lenders for repayment of such unsecured loans, may adversely affect its cash flows. </li><li>Its indebtedness, including various conditions and restrictions imposed on it under the company financing agreements, could adversely affect its ability to grow its business or react to changes in the company's business environment.
</li><li>Its lenders possess a legal charge on both the company movable and immovable properties in relation to the financial facilities extended to it. </li><li>Its funding requirements and proposed deployment of the Net Proceeds of the Fresh Issue are based on management estimates. The company has not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Fresh Issue. Its has relied on the quotations received from third parties for estimation of the cost for the company capital expenditure requirements and have not been independently appraised by a bank or a financial institution.</li><li>The company has not yet placed orders in relation to the funding Capital expenditure through civil work and to purchase plant and machinery which is proposed to be financed from the Issue proceeds of the IPO. 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 its business, prospects and results of operations may be adversely affected.</li><li>Changes in technology may render its current technologies obsolete or requires the company to make substantial investments.</li><li>Its insurance coverage may not be adequate to protect the company against certain operating hazards and this may have a material adverse effect on its business.</li><li>Delays or defaults in payments from its customers could result in reduction of the company profits. </li><li>Its ability to pay dividends in the future will depends upon the company future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in its financing arrangements. </li><li>Fraud, theft, employee negligence or similar incidents may adversely affect its results of operations and financial condition.</li><li>In the event there is any delay in the completion of the Issue, or delay in schedule of implementation, there would be a corresponding delay in the completion of the objects of this Issue which would in turn affect its revenues and results of operations.</li><li>The company is dependent on its Promoters, its senior management and other key personnel, and the loss of, or its inability to attract or retain, such persons could affect the company's business, results of operations, financial condition and cash flows.</li><li>If the company is not successful in managing its growth, its business may be disrupted, and the company profitability may be reduced.</li><li>Its Business requires deployment of labour and depends on availability of labour. In case of unavailability of such labour, its business operations could be affected.</li><li>Failures to manage its inventory could have an adverse effect on the company net sales, profitability, cash flow and liquidity.</li><li>Its may be subject to third-party indemnification, liability claims or invocation of guarantees, which may adversely affect its business, cash flows, results of operations and reputation.</li><li>The average cost of acquisition of Equity shares by its Promoter is lower than the Issue price.</li><li>In addition to regular remuneration, other benefits and expense reimbursement our Promoters, Directors, key managerial personnel or senior management hold a vested interest in the Company; to the extent of their shareholding and associated dividend entitlements. They also have a stake in transactions involving the company, whether with themselves individually or with its group companies/entities. The Company in future may enter in related party transactions subject to necessary compliances.</li><li>Its Promoters and the Promoter Group will jointly continue to retain majority shareholding in the Company after the issue, which will allow them to determine the outcome of the matters requiring the approval of shareholders.</li><li>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.</li><li>Within the parameters as mentioned in the chapter titled "Objects of this Issue" of this Red Herring Prospectus, the Company's management will have flexibility in applying the proceeds of this Issue. The fund requirement and deployment mentioned in the Objects of this Issue have not been appraised by any bank or financial institution.</li><li>Any future issuance of its Equity Shares may dilute prospective investors' shareholding, and sales of its Equity Shares by the company major shareholders may adversely affect the trading price of its Equity Shares.</li><li>The requirements of being a public listed company may strain its resources and impose additional requirements.</li><li>Industry information included in this Red Herring Prospectus has been derived from industry sources. There can be no assurance that such third-party statistical, financial and other industry information is complete, reliable or accurate. </li><li>One of its Segment of business, i.e. manufacturing of packing bags for fertilizers is subject to seasonal and cyclical volatility due to which there may be fluctuation in the sales of products which could lead to higher closing inventory position, which may adversely affect its business. </li><li>Changing regulations in India could lead to new compliance requirements that are uncertain. The regulatory environment in which the company operates is evolving and is subject to change.</li><li>The company has encountered challenges in meeting the designated timelines for filing statutory returns, a circumstance that carries significant implications for its financial standing.
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