<ul><li>There is a risk that patrons may intentionally or unintentionally cause damage to cinema screens, which may lead to financial losses and operational disruptions.</li><li>Inadequate audience turnout could result in a decline in revenue, adversely affecting overall profitability and disrupting business operations.</li><li>There is a risk of equipment breakdowns and rising costs of premium technology installations, which could result in operational disruptions, increased capital expenditure, and reduced profit margins, ultimately impacting customer satisfaction and profitability.</li><li>Poor management of franchise operations may result in operational inefficiencies and brand dilution which could ultimately lead to financial losses.</li><li>If the company fails to keep up with technological advancements, it could result in operational inefficiencies and a loss of competitive edge in the market, which may lead to decreased profitability.</li><li>There is a risk that fluctuations in food and beverage sales could adversely affect overall revenue, potentially leading to financial instability and reduced profitability.</li><li>Changes in movie release schedules could result in resource inefficiencies and lower audience attendance, affecting operational continuity and revenue generation.</li><li>Its Restated Financial Statements are prepared and signed by the Peer Review Auditor who is not Statutory Auditor of the Company as required under the provisions of ICDR.</li><li>Inability to maintain luxury standards in theaters may lead to a decline in customer satisfaction and erode its competitive edge, potentially driving high-value customers away and weakening the company market position.</li><li>There have been certain instances of regulatory non-compliances or delays or errors in the past. Its may be subject to regulatory actions and penalties for any such past or future non-compliance or delays or errors and its business, financial condition and reputation may be adversely affected.</li><li>The Company is yet to place orders for 100% of the equipment for our proposed object, as specified in the Objects of the Issue. Any delay in placing orders, procurement of projectors and screens may delay our implementation schedule and may also lead to increase in price of these equipments, further affecting our revenue and profitability.</li><li>Increased competition from alternative entertainment forms, including home entertainment options, may reduce customer attendance and revenue generation, which will affect our market share.</li><li>Our success is dependent on our Promoters, management team and skilled manpower. Our inability to attract and retain key personnel or the loss of services of our Promoter or Managing Director, Whole Time Directors and Executive Directors may have an adverse effect on our business prospects.</li><li>There are outstanding legal proceedings involving our Company, Directors and Promoters. Any adverse decision in such proceedings may have a material adverse effect on our business, results of operations and financial condition.</li><li>We have experienced negative cash flows in the past. Any such negative cash flows in the future could affect our business, results of operations and prospects.</li><li>The properties used by the Company for the purpose of its operations are not owned by us. Any termination of the relevant lease agreements or rent agreements in connection with such properties or our failure to renew the same could adversely affect our operations.</li><li>Our company may face challenges in expanding into new states and securing prime locations, which could lead to delayed market entry, increased costs, and limited growth opportunities, ultimately affecting competitiveness.</li><li>Our top ten suppliers contribute majority of our purchases. Any loss of business with one or more of them may adverselyaffect our business operations and profitability.</li><li>We require certain approvals and licenses in the ordinary course of business and the failure to successfully obtain suchregistrations would adversely affect our operations, results of operations and financial condition.</li><li>We have an outstanding indebtedness, 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.</li><li>We may not be able to prevent unauthorised use of trademarks obtained/ applied for by third parties, which may lead to the dilution of our goodwill.</li><li>Our inability to effectively manage our growth or to successfully implement our business plan and growth strategy could have an effect on our business, results of operations and financial condition.</li><li>Our company may face challenges due to supply chain disruptions for food and beverages, leading to inventory shortages, higher costs, and poor customer experiences, which could impact overall profitability.</li><li>Our company has issued the guarantee in connection with leasing a property which exposes to certain financial risks.</li><li>Security breaches in booking systems could result in financial losses, reputational damage, and legal liabilities, undermining customer trust and impacting business operations.</li><li>Our company may face challenges due to fluctuating demand during non-peak seasons and underutilization of cinema space during off-peak times. These factors could lead to revenue volatility, operational inefficiencies, and reduced profitability, ultimately affecting overall business stability and resource optimization.</li><li>We have entered into and may enter into related party transactions in the future also.</li><li>Poor customer service during peak hours may result in a decline in customer satisfaction, loss of repeat business, and reputational damage, undermining long-term customer loyalty.</li><li>If there is a change in policies related to tax, duties or other such levies applicable to us, it may affect our results of operations.</li><li>Our ability to pay dividends in the future may be affected by any material adverse effect on our future earnings, financial condition or cash flows.</li><li>Failure to negotiate favorable terms with movie distribution houses may result in increased costs and reduced profit margins, affecting overall financial performance.</li><li>Our Promoters and Directors hold Equity Shares in our Company and are therefore interested in the Company's performance in addition to their remuneration and reimbursement of expenses.</li><li>Our insurance coverage may not be adequate to protect us against all potential losses to which we may be subject and this may have a material effect on our business and financial condition.</li><li>Our company may face challenges due to inconsistent quality across franchise locations, which could lead to customer dissatisfaction, damage to our brand reputation, and hinder franchise growth.</li><li>We are subject to the risk of failure of, or a material weakness in, our internal control systems and major fraud, lapses of internal control or system failures could adversely impact the company's business.</li><li>Our business is substantially affected by prevailing economic, political and other prevailing conditions in India.</li><li>The future operating results are difficult to predict and may fluctuate or adversely vary from the past performance.</li><li>We have not independently verified certain data in this Draft Red Herring Prospectus.</li><li>We are susceptible to risks relating to unionization of our workers employed by us.</li><li>Any Penalty or demand raise by statutory authorities in future will affect our financial position of the Company.</li><li>We have not identified any alternate source of raising the fund for capital expenditure and working capital mentioned as our ¤bjects of the Issue'. Any shortfall in raising / meeting the same could adversely affect our growth plans, operations and financial performance.</li><li>Our Company's management will have flexibility in utilizing the Net Proceeds from the Issue. The deployment of the Net Proceeds from the Issue is not subject to any monitoring by any independent agency.</li><li>Any variation in the utilization of the Net Proceeds as disclosed in this Draft Red Herring Prospectus shall be subject to certain compliance requirements, including prior approval of the shareholders of our Company.</li><li>Portion of our Issue Proceeds are proposed to be utilized for general corporate purposes which constitute [?] of the Issue Proceed. As on date we have not identified the use of such funds.</li><li>We have in the last 12 months issued Equity Shares at a price that may be at lower than the Issue Price.</li><li>The average cost of acquisition of Equity Shares by our Promoter could be lower than the Issue Price.</li><li>We will continue to be controlled by our Promoters and Promoter Group after the completion of the Issue, which will allow them to influence the outcome of matters submitted for approval of our shareholders.</li><li>Our Equity Shares have never been publicly traded and may experience price and volume fluctuations following the completion of the Issue, an active trading market for the Equity Shares may not develop, the price of our Equity Shares may be volatile and you may be unable to resell your Equity Shares at or above the Issue Price or at all.</li><li>Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.</li><li>The Issue Price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Issue and the market price of our 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>A third party could be prevented from acquiring control of our Company because of anti-takeover provisions under Indian law.</li><li>We may require further equity issuance, which will lead to dilution of equity and may affect the market price of our Equity Shares or additional funds through incurring debt to satisfy our capital needs, which we may not be able to procure and any future equity offerings by us.</li><li>Its top ten suppliers contribute majority of the company purchases. Any loss of business with one or more of them may adversely
affect its business operations and profitability.</li><li>Security breaches in booking systems could result in financial losses, reputational damage, and legal liabilities,
undermining customer trust and impacting business operations.</li><li>The company may face challenges due to fluctuating demand during non-peak seasons and underutilization of cinema
space during off-peak times. These factors could lead to revenue volatility, operational inefficiencies, and reduced
profitability, ultimately affecting overall business stability and resource optimization.</li><li>Any Penalty or demand raise by statutory authorities in future will affect our financial position of the Company.</li><li>The Company is yet to place orders for 100% of the equipment for our proposed object, as specified in the Objects of the
Issue. Any delay in placing orders, procurement of projectors and screens may delay our implementation schedule and
may also lead to increase in price of these equipments, further affecting its revenue and profitability.</li><li>Increased competition from alternative entertainment forms, including home entertainment options, may reduce customer
attendance and revenue generation, which will affect our market share.</li><li>Its success is dependent on the company Promoters, management team and skilled manpower. Its inability to attract and retain
key personnel or the loss of services of its Promoter or Managing Director, Whole Time Directors and Executive
Directors may have an adverse effect on the company business prospects.</li><li>There are outstanding legal proceedings involving our Company, Directors and Promoters. Any adverse decision in such
proceedings may have a material adverse effect on its business, results of operations and financial condition.</li><li>The company has experienced negative cash flows in the past. Any such negative cash flows in the future could affect its business,
results of operations and prospects.</li><li>The properties used by the Company for the purpose of its operations are not owned by it. Any termination of the relevant
lease agreements or rent agreements in connection with such properties or the company failures to renew the same could adversely
affect its operations.</li><li>Any downturn in the Indian or international cinema industries could materially adversely affect the business.</li><li>Dependence on relationships and agreements with exhibitors, and any failure to maintain these relationships, or to
establish and capitalise on new relationships, could materially adversely affect the business.</li><li>Dependence on relationships with advertisers, and any failure to maintain these relationships, or to establish and
capitalise on new relationships, could materially adversely affect the business.</li><li>The company may face challenges in expanding into new states and securing prime locations, which could lead to delayed
market entry, increased costs, and limited growth opportunities, ultimately affecting its business.</li><li>The company requires certain approvals and licenses in the ordinary course of business and the failures to successfully obtain such
registrations would adversely affect its operations, results of operations and financial condition.</li><li>We have an outstanding indebtedness, 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.</li><li>Its may not be able to prevent unauthorised use of trademarks obtained/ applied for by third parties, which may lead to
the dilution of the company goodwill.</li><li>Its inability to effectively manage the company growth or to successfully implement its business plan and growth strategy could
have an effect on the company business, results of operations and financial condition.</li><li>The company may face challenges due to supply chain disruptions for food and beverages, leading to inventory shortages,
higher costs, and poor customer experiences, which could impact overall profitability.</li><li>The company has issued the guarantee in connection with leasing a property which exposes to certain financial risks.</li><li>The company has entered into and may enter into related party transactions in the future also.</li><li>Poor customer service during peak hours may result in a decline in customer satisfaction, loss of repeat business, and
reputational damage, undermining long-term customer loyalty.</li><li>If there is a change in policies related to tax, duties or other such levies applicable to the company, it may affect its results of
operations.</li><li>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.</li><li>Failures to negotiate favorable terms with movie distribution houses may result in increased costs and reduced profit
margins, affecting overall financial performance.</li><li>Its Promoters and Directors hold Equity Shares in the Company and are therefore interested in the Company's
performance in addition to their remuneration and reimbursement of expenses.</li><li>Its insurance coverage may not be adequate to protect us against all potential losses to which the company may be subject and this
may have a material effect on its business and financial condition.</li><li>The company may face challenges due to inconsistent quality across franchise locations, which could lead to customer
dissatisfaction, damage to its brand reputation, and hinder franchise growth.</li><li>The company is subject to the risk of failures of, or a material weakness in, its internal control systems and major fraud, lapses of
internal control or system failures could adversely impact the company's business.</li><li>Its business is substantially affected by prevailing economic, political and other prevailing conditions in India.</li><li>The future operating results are difficult to predict and may fluctuate or adversely vary from the past performance.</li><li>Inability to meet financial obligations and debt covenants under financing arrangements may lead to default risks and
constrain operational flexibility affecting creditworthiness and liquidity.</li><li>Proposed deployment of Net Proceeds and funding estimates are based solely on internal assumptions without external
appraisal which may lead to suboptimal fund allocation and project execution risks.</li><li>Inability to manage growth effectively may result in operational inefficiencies, reduced service quality, and disruption in
organizational control impacting long-term scalability and business performance.</li><li>Engagement of contract workers may expose it to compliance risks, labor disputes, and operational uncertainties
impacting service delivery and reputation.</li><li>Negative publicity of the Company or its franchisees may damage brand perception and reduce customer trust resulting
in revenue loss and long-term reputational impact.</li><li>There may be potential conflicts of interest if its Promoters or Directors are involved in any business activities that
compete with or are in the same line of activity as the company business operations.</li><li>There may have Seasonal variations in customer footfall which result in fluctuating revenue patterns and underutilization
of resources affecting operational consistency.</li><li>The Rise of OTT platforms and changing content consumption patterns may reduce cinema footfall and impact long-term
business viability.</li><li>The Non-compliance with standard operating procedures by franchisees may disrupt uniform service quality and affect
brand consistency across locations.</li><li>The Heavy reliance on a single franchisee for operation of multiple cinema locations may expose it to concentrated risk
affecting operational control and business continuity.</li><li>The company has not independently verified certain data in this Red Herring Prospectus.</li><li>The company is susceptible to risks relating to unionization of its workers employed by the company.</li><li>The company has not identified any alternate source of raising the fund for capital expenditure and working capital mentioned as
its `Objects of the Issue'. Any shortfall in raising / meeting the same could adversely affect the company growth plans, operations
and financial performance.</li><li>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 approval of the shareholders of our Company.</li><li>Portion of its Issue Proceeds are proposed to be utilized for general corporate purposes which constitute [?] of the Issue
Proceed. As on date we have not identified the use of such funds.</li><li>The company has in the last 12 months issued Equity Shares at a price that may be at lower than the Issue Price.</li><li>The average cost of acquisition of Equity Shares by its Promoter could be lower than the Issue Price.</li><li>The company will continue to be controlled by its Promoters and Promoter Group after the completion of the Issue, which will
allow them to influence the outcome of matters submitted for approval of the company shareholders.</li><li>Its Equity Shares have never been publicly traded and may experience price and volume fluctuations following the
completion of the Issue, an active trading market for the Equity Shares may not develop, the price of its Equity Shares
may be volatile and you may be unable to resell your Equity Shares at or above the Issue Price or at all.</li><li>Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.</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 the company 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>A third party could be prevented from acquiring control of our Company because of anti-takeover provisions under Indian
law.</li><li>Its may requires further equity issuance, which will lead to dilution of equity and may affect the market price of the company Equity
Shares or additional funds through incurring debt to satisfy our capital needs, which we may not be able to procure and
any future equity offerings by the company.</li></ul>