NFP Sampoorna Foods Ltd IPO

Objects of the Offer

• Improving operational efficiencies.

• Branding the finished product.

• Raw Material.

• Continue to focus on innovation and grow our business across customer segments.

• Enhance customer base by entering new geographies to establish long-term relationships.

• Strategic Product Diversification with Focus on Value-Added Healthy Snacks.

• Brand and Retail Development.

• Optimal Utilization of Installed Capacity.

• Procurement Network Strengthening.

• The company business is dependent and will continue to depends on its manufacturing facilities, and the company is subject to certain risks in its manufacturing process. Any slowdown or shutdown in the company manufacturing operations or strikes, work stoppages or increased wage demands by its employees that could interfere with the company operations could have an adverse effect on its business, financial condition and results of operations.

• The company does not own corporate office and Warehouse from which its operate.

• Its factory premises and registered office are on rental basis.

• If the company is not able to procure Quality Raw Material in a timely manner, its business, results of Operations and financial conditions may be adversely affected.

• The Processing of Raw Cashew nuts involve number of stages and during the process the cashew nuts may get broken.

• The company has limited Geographical Presence in the market.

• If the company is unable to accurately estimate the demand for its products, the company business, financial condition and results of operation may be adversely affected.

• If the company is not able to attract and retain sufficient qualified and trained personnel at its processing and packaging units which may adversely affect the company business.

• The average cost of acquisition of Equity shares by its Promoters is lower than the Issue price. The company promoter`s average cost of acquisition of Equity shares in the Company is lower than the Issue Price of Equity shares as given below.

• The company is dependent on third party transportation service providers for delivery of raw material to it from the company suppliers and delivery of its products to the company customers.

• Any failures in its quality control and procurement process may adversely affect the company business, results of operations and financial condition.

• The company has been recently converted into public limited company and any non-compliance with the provisions of Companies Act, 2013 may attract penalties against the Company which could impact its financial and operational performance and reputation.

• Its manufacturing facility is critical to the company business operations and any shutdown of its manufacturing facilities may have an adverse effect on the company business, results of operations and financial condition.

• 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, financial condition and results of operations.

• The procurement of raw material 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, cashflows and financial condition.

• The company ability to maintain its competitive position and to implement the company business strategy is dependent to a significant extent on its senior management team and other key personnel, in particular, its Promoter.

• Any failures in its quality control and procurement process may adversely affect the company business, results of operations and financial condition.

• Its business requires the company 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.

• The company may not be successful in implementing its business strategies.

• The company has unsecured loans from promoters, directors and their relatives, which are repayable on demand. Any demand from lenders for repayment of such unsecured loans, may adversely affect its liquidity and business operations.

• The Company is subject to high working capital requirements and its inability to fund these requirements in a timely manner may adversely impact its financial performance.

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

• The company has entered into certain transactions with related parties. These transactions or any future transactions with its related parties could potentially involve conflicts of interest.

• The company operates in a competitive market, facing challenges from both domestic and multinational corporations and its inability to compete effectively may have a material adverse impact on the company business, financial condition and results of operations.

• The company has not identified any alternate source of financing the `Objects of the Issue`. If the company fails to mobilize resources as per its plans, its growth plans may be affected.

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

• The company has not independently verified certain data in this draft red herring Prospectus.

• Its funding requirements and proposed deployment of the Net Proceeds are based on management estimates and have not been independently appraised, and may be subject to change based on various factors, some of which are beyond its control.

• Any future issuance of Equity Shares may dilute the shareholding of the Investor or any sale of Equity Shares by its Promoter or other significant shareholder(s) may adversely affect the trading price of the Equity Shares.

• The Company is exposed to to risk of doing business in foreign countries due to the constantly changing economic, regulatory, social and political conditions in the jurisdictions in which the company operates and seek to operate, which could adversely affect its business, financial conditions including margins and results of operations.

• 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.

• Its insurance coverage may be inadequate to satisfy future claims against the company.

• The company has an outstanding indebtedness which includes secured and unsecured loan, which requires significant cash flows to service and are subject to certain conditions and restrictions in terms of its financing arrangements, which restricts the company ability to conduct its business and operations in the manner the company desires.

• Its Promoters and members of the Promoter Group will continue jointly to retain majority control over the Company after the Issue, which will allow them to determine the outcome of matters submitted to shareholders for approval.

• The issue price of the Equity Shares may not be indicative of market price of its equity shares after the issue and the market price of the company Equity shares may decline below the issue price.

• The company has significant power requirements for continuous functioning of its processing and packaging units. Any disruption to the company operations on account of interruption in power supply or any irregular or significant hike in power tariffs may have an adverse effect on its business, results of operations and financial condition.

• If the company is unable to regularly offer new products or if its fail to timely respond to changes in consumer tastes and preferences the company business and results of operations would be adversely affected.

• The Company has a limited number of customers generating significant portion of revenue from sales. The loss of a key customer in a financial period could significantly reduce its revenue and could have a material adverse effect on the company business, future prospects, results of operations and financial condition.

• The Company is subject to the risk of currency fluctuations and floating exchange rates.

• Its inability to manage inventory in an effective manner could affect the company business.

• Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

• The Company has incurred losses in the one out of the three previous financial years.

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

• QIB and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid.

• Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

• After the Issue, the price of its Equity Shares may be highly volatile, or an active trading market for the company Equity Shares may not develop.

• The company`s processing facility is critical to its operations, and any slowdown, disruption, or shutdown could have a material adverse effect on the company`s business, financial condition, and results of operations.

• The company is exposed to Risk arising from transition in Company`s Procurement Model from High Seas Purchase to Front Load Procurement.

• The company`s factory premises, registered office & corporate office, godown and shop are on rental/lease basis.

• The company faces intense competition which may lead to a reduction in the company`s market share and may cause the company to increase its expenditure on marketing and promotion as well as cause the company to offer discounts, which may result in an adverse effect on its business and a decline in the company`s profitability.

• The Company has recently undertaken a strategic shift in its business model by adding a trading vertical in addition to its established processing operations. Any failure to effectively manage this diversification could materially and adversely affect its operations and financial condition.

• The company`s business is dependent on the timely and cost-effective procurement of quality raw materials, which are subject to seasonality and price fluctuations. Any disruption in procurement may adversely affect its business, results of operations, cash flows, and financial condition.

• The Company is substantially dependent on the sale of cashew products, and any adverse changes in market conditions, supply, or regulations may materially affect its business, financial condition, cash flows, and reputation.

• We have limited Geographical Presence in the market. Any loss of business from one or more of these states may adversely affect our revenues and profitability

• The Company is dependent on few suppliers for purchase of product. Loss of any of these large suppliers may affect our business operations.

• We lease certain machinery from a related party, which may create potential conflicts of interest. Such conflicts could negatively impact our business, financial condition, and results of operations.

• Our Company has a limited number of customers generating significant portion of revenue from sales. The loss of a key customer in a financial period could significantly reduce our revenue and could have a material adverse effect on our business, future prospects, results of operations and financial condition.

• We do not have long-term agreements with suppliers for our 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 our business, financial condition and results of operations.

• Our Company is subject to high working capital requirements and our inability to fund these requirements in a timely manner may adversely impact our financial performance.

• The Company`s business involves the processing and sale of food products, including cashews and other nuts. Any contamination or adulteration of these products could lead to product liability claims, regulatory actions, or reputational damage.

• Our Company have experienced negative cash flows in the past years and may do so in the future, which could have a material adverse effect on our business, prospects, financial condition, cash flows and result of operations.

• We are dependent on third party transportation service providers for delivery of raw material to us from our suppliers and delivery of our products to our customers.

• Any Failure to maintain consistent quality standards in our raw materials and finished products may adversely affect our brand, customer relationships, and business performance.

• We have not identified any alternate source of financing the `Objects of the Issue`. If we fail to mobilize resources as per our plans, our growth plans may be affected.

• Our Company is exposed to risk of doing business in foreign countries due to the constantly changing economic, regulatory, social and political conditions in the jurisdictions in which we operate and seek to operate, which could adversely affect our business, financial conditions including margins and results of operations.

• We have entered into certain transactions with related parties. These transactions or any future transactions with our related parties could potentially involve conflicts of interest.

• If we are unable to accurately estimate the demand for our products, our business, financial condition and results of operation may be adversely affected.

• The Company`s products, including cashews and other food items, are exposed to the risk of counterfeit, cloned, or pass-off products in the market. Such unauthorized products could mislead consumers, reduce sales, and adversely affect the Company`s brand reputation.

• Yashvardhan Food Industries Private Limited ("YFIL") is currently inactive in trading and processing; however, its business objectives, as stated in the Memorandum of Association, may align with the Company`s operations in the future, potentially leading to competitive or strategic risks.

• Our funding requirements and proposed deployment of the Net Proceeds are based on management estimates and have not been independently appraised, and may be subject to change based on various factors, some of which are beyond our control.

• There have been instances of delays in few EPF payment dues, and we cannot assure you that no legal proceedings or regulatory actions will be initiated against our Company in the future. Any adverse outcome of such actions may materially affect our business, financial condition, cash flows, and reputation.

• There have been instances of delays in filing returns of GST & ROC Forms, and we cannot assure you that no legal proceedings or regulatory actions will be initiated against our Company in the future. Any adverse outcome of such actions may materially affect our business, financial condition, cash flows, and reputation.

• The average cost of acquisition of Equity shares by our Promoters is lower than the Issue price, which may result in a difference in returns on their investment compared to investors subscribing in this Issue.

• Our ability to maintain our competitive position and to implement our business strategy is dependent to a significant extent on our senior management team and other key personnel, in particular, our Promoter.

• Our business requires us 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 our business operations.

• We may not be successful in implementing our business strategies.

• We have unsecured loans from promoters, directors and their relatives, which are repayable on demand. Any demand from lenders for repayment of such unsecured loans, may adversely affect our liquidity and business operations.

• We operate in a competitive market, facing challenges from both domestic and multinational corporations and our inability to compete effectively may have a material adverse impact on our business, financial condition and results of operations.

• Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash lows, working capital requirements and capital expenditures.

• Our Company does not have any firm arrangements and has not entered into any written agreements or contracts with the wholesalers and dealers who are responsible for carrying out the distribution and sale of our products.

• Any future issuance of Equity Shares may dilute the shareholding of the Investor or any sale of Equity Shares by our Promoter or other significant shareholder(s) may adversely affect the trading price of the Equity Shares.

• Our insurance coverage may be inadequate to satisfy future claims against us.

• We have an outstanding indebtedness which includes secured and unsecured loan, which requires significant cash flows to service and are subject to certain conditions and restrictions in terms of our financing arrangements, which restricts our ability to conduct our business and operations in the manner we desire.

• Our Promoters and members of the Promoter Group will continue jointly to retain majority control over our Company after the Issue, which will allow them to determine the outcome of matters submitted to shareholders for approval.

• The issue price of the Equity Shares may not be indicative of market price of our equity shares after the issue and the market price of our Equity shares may decline below the issue price.

• We have significant power requirements for continuous functioning of our processing and packaging units. Any disruption to our operations on account of interruption in power supply or any irregular or significant hike in power tariffs may have an adverse effect on our business, results of operations and financial condition.

• The Processing of Raw Cashew nuts involve number of stages and during the process the cashew nuts may get broken.

• The Processing of Raw Cashew nuts involve number of stages and during the process the cashew nuts may get broken.

• The company has limited Geographical Presence in the market. Any loss of business from one or more of these states may adversely affect its revenues and profitability

• The Company is dependent on few suppliers for purchase of product. Loss of any of these large suppliers may affect its business operations.

• The company leases certain machinery from a related party, which may create potential conflicts of interest. Such conflicts could negatively impact its business, financial condition, and results of operations.

• The Company has a limited number of customers generating significant portion of revenue from sales. The loss of a key customer in a financial period could significantly reduce its revenue and could have a material adverse effect on the company`s business, future prospects, results of operations and financial condition.

• 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 the company`s business, financial condition and results of operations.

• The Company is subject to high working capital requirements and its inability to fund these requirements in a timely manner may adversely impact the company`s financial performance.

• The Company`s business involves the processing and sale of food products, including cashews and other nuts. Any contamination or adulteration of these products could lead to product liability claims, regulatory actions, or reputational damage.

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

• The company is dependent on third party transportation service providers for delivery of raw material to the company from its suppliers and delivery of the company`s products to its customers.

• Any Failures to maintain consistent quality standards in the company`s raw materials and finished products may adversely affect its brand, customer relationships, and business performance.

• The company has not identified any alternate source of financing the `Objects of the Issue`. If the company fails to mobilize resources as per its plans,the company`s growth plans may be affected.

• The Company is exposed to risk of doing business in foreign countries due to the constantly changing economic, regulatory, social and political conditions in the jurisdictions in which the company operates and seek to operate, which could adversely affect its business, financial conditions including margins and results of operations.

• The company has entered into certain transactions with related parties. These transactions or any future transactions with its related parties could potentially involve conflicts of interest.

• If the company is unable to accurately estimate the demand for its products, the company`s business, financial condition and results of operation may be adversely affected.

• The Company`s products, including cashews and other food items, are exposed to the risk of counterfeit, cloned, or pass-off products in the market. Such unauthorized products could mislead consumers, reduce sales, and adversely affect the Company`s brand reputation.

• Yashvardhan Food Industries Private Limited ("YFIL") is currently inactive in trading and processing; however, its business objectives, as stated in the Memorandum of Association, may align with the Company`s operations in the future, potentially leading to competitive or strategic risks.

• The company`s funding requirements and proposed deployment of the Net Proceeds are based on management estimates and have not been independently appraised, and may be subject to change based on various factors, some of which are beyond its control.

• There have been instances of delays in few EPF payment dues, and the cannot assure you that no legal proceedings or regulatory actions will be initiated against the Company in the future. Any adverse outcome of such actions may materially affect its business, financial condition, cash flows, and reputation.

• There have been instances of delays in filing returns of GST & ROC Forms, and the company cannot assure you that no legal proceedings or regulatory actions will be initiated against the Company in the future. Any adverse outcome of such actions may materially affect its business, financial condition, cash flows, and reputation.

• If the company is not able to attract and retain sufficient qualified and trained personnel at the company`s processing and packaging units which may adversely affect its business.

• The average cost of acquisition of Equity shares by its Promoters is lower than the Issue price, which may result in a difference in returns on their investment compared to investors subscribing in this Issue.

• The company`s ability to maintain our competitive position and to implement its business strategy is dependent to a significant extent on the company`s senior management team and other key personnel, in particular, the company`s Promoter.

• Our business requires us 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 our business operations.

• The company may not be successful in implementing its business strategies.

• The company has unsecured loans from promoters, directors and their relatives, which are repayable on demand. Any demand from lenders for repayment of such unsecured loans, may adversely affect its liquidity and business operations.

• The company operates in a competitive market, facing challenges from both domestic and multinational corporations and its inability to compete effectively may have a material adverse impact on the company`s business, financial condition and results of operations.

• The company`s ability to pay dividends in the future will depend upon future earnings, financial condition, cash lows, working capital requirements and capital expenditures.

• The Company does not have any firm arrangements and has not entered into any written agreements or contracts with the wholesalers and dealers who are responsible for carrying out the distribution and sale of its products.

• Any future issuance of Equity Shares may dilute the shareholding of the Investor or any sale of Equity Shares by its Promoter or other significant shareholder(s) may adversely affect the trading price of the Equity Shares.

• The company`s insurance coverage may be inadequate to satisfy future claims against the company.

• The company has an outstanding indebtedness which includes secured and unsecured loan, which requires significant cash flows to service and are subject to certain conditions and restrictions in terms of its financing arrangements, which restricts our ability to conduct the company`s business and operations in the manner the company desires.

• The company`s Promoters and members of the Promoter Group will continue jointly to retain majority control over the Company after the Issue, which will allow them to determine the outcome of matters submitted to shareholders for approval.

• The issue price of the Equity Shares may not be indicative of market price of its equity shares after the issue and the market price of the company`s Equity shares may decline below the issue price.

• The company has significant power requirements for continuous functioning of its processing and packaging units. Any disruption to the company`s operations on account of interruption in power supply or any irregular or significant hike in power tariffs may have an adverse effect on its business, results of operations and financial condition.

• If the company is unable to regularly offer new products or if the company fails to timely respond to changes in consumer tastes and preferences its business and results of operations would be adversely affected.

• The Company is subject to the risk of currency fluctuations and floating exchange rates.

• The company`s inability to manage inventory and trade receivables in an effective manner could adversely affect its business.

• Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

• The company`s marketing and advertising campaigns may not be successful in increasing the popularity of its products. If the company`s marketing initiatives are not effective, this may affect the popularity of its products which could have collateral negative effect on sales.

• Industry information included in this Red Herring Prospectus has been derived from industry reports for which consent has been obtained. There can be no assurance that such third-party statistical, financial and other industry information is either complete or accurate.

• None of the company directors have prior experience serving as directors in any other listed company in India.

• There is no monitoring agency appointed by the Company and the deployment of funds are at the discretion of the company`s Management and its Board of Directors, though it shall be monitored by the Audit Committee.

• Fraud, theft, employee negligence or similar incidents may adversely affect its results of operations and financial condition.

• The Equity Shares issued pursuant to the Issue may not be listed on and NSE Emerge in a timely manner, or at all, and any trading closures at NSE Emerge may adversely affect the trading price of its Equity Shares. In accordance with Indian law and practice, permission for listing and trading of the Equity Shares issued