<ul><li>Its business is capital intensive in nature. If the company is unable to raise additional funds when needed, or on terms acceptable to it, the company may be required to scale down or abandon its expansion & growth plans and/or reduce capital expenditures and the size of the company operations, any of which could materially and adversely affect its business, financial position and results of operations.</li><li>The company generate a significant percentage of its revenue from few clients. The loss of any one or more of the company major clients would have a material adverse effect on its business operations and profitability.</li><li>The company depends on a few key suppliers who help it procure cameras. The Company has not entered into long-term agreements with its suppliers for the same. In the event the company is unable to procure the same, at competitive prices its business, results of operations and financial condition may be adversely affected.</li><li>Changes in technology render its current equipment obsolete and require the company to make substantial capital investments.</li><li>The company faces uncertainty and payment risks due to Project-Based Business.</li><li>The tenure of projects are usually long and the company realise the hire charges from its customers upon completion of project. This may interrupt smooth cash flows in future.</li><li>Its business is operating under various laws which require the company to obtain approvals from the concerned statutory/regulatory authorities in the ordinary course of business and its inability to obtain, maintain or renew requisite statutory and regulatory permits and approvals for its business operations could materially and adversely affect its business, prospects, results of operations and financial condition.</li><li>The company has certain outstanding litigation against the Company, an adverse outcome of which may adversely affect its business, reputation and results of operations.</li><li>The Company has a negative cash flow in its investing activities for the period ended August 15, 2024 and in the year 2024 and 2023 of Restated Financial Statements and in Financial Year 2024, 2023 and 2022 of Special purpose carved-out Financial, and negative cash flow in financing activities in Special purpose carved-out Financial in Financial Year 2022, details of which are given below. Sustained negative cash flow could impact its growth and business.
</li><li>Damage of cameras and other related equipments by the customers during the period of Renting.</li><li>Inability to Handle Complaints from Customers due to lack of complaint resolution process.</li><li>Major lapses of internal control or system failures could adversely impact the company's business.
</li><li>Its Special Purpose Carved-Out Combined Financial Statements and Carved-Out Operating Data may not be representative of its results as an independent company.</li><li>Our business is geographically located in one area and generates major portion of sales from our operations from Mumbai, Maharashtra. Any adverse developments affecting our operations in this region could have an adverse impact on our revenue and results of operations. </li><li>Business Transfer Agreement executed between M/s Moving Media and our Company contains some restrictive covenants with certain terms and conditions. Inability to effectively service / comply the terms and conditions, comply with or obtain waivers of some covenants, as the case may be, may adversely affect our business, results of operations and financial conditions. </li><li>We have entered into related party transactions in the past and may continue to do so in the future.</li><li>We rely on warranties during purchase of camera equipment, Our Company has no insurance coverage which may adequately protect us against losses, and successful claims against us that exceed our insurance coverage could harm our results of operations and diminish our financial position.</li><li>Company does not have a listed peer which is engaged in a similar line of business.</li><li>We require a number of approvals, NOCs, licenses, registrations and permits in the ordinary course of our business. Some of the approvals are required to be obtained by our Issuer Company and any failure or delay in obtaining the same in a timely manner may adversely affect our operations. </li><li>Any significant increase in repair and maintenance costs of Camera Equipments beyond our budget or inability to provide quality customer service and support may adversely affect our relationships with our existing and prospective customers, and in turn can adversely impact our business, results of operations and financial condition. </li><li>Our ability to maintain continuing relationships with our customers is essential to the growth, profitability and our results of operations. </li><li>We could become liable to customers, suffer adverse publicity and incur substantial costs as a result of defects in our services, which in turn could adversely affect the value of our brand, and our sales could be diminished if we are associated with negative publicity. </li><li>Orders placed by customers may be delayed, modified or cancelled, which may have an adverse effect on our business, financial condition and results of operations. </li><li>Heavy Dependence on Our Promoters and Key Personnel including our senior management, directors and our ability to attract and retain them when necessary.</li><li>Changing regulations in India could lead to new compliance requirements that are uncertain. The regulatory environment in which we operate is evolving and is subject to change.</li><li>Brand recognition is important to the success of our business, and our inability to build and maintain our brand names will harm our business, financial condition and results of operation. </li><li>Counterparty credit risk, delay or non-receipt of payments.</li><li>Guarantees from Promoters as well as others have been taken in relation to the debt facilities provided to us.</li><li>As we continue to grow, we may not be able to effectively manage our growth and the increased complexity of our business, which could negatively impact our brand and financial performance.</li><li>Difference in the name mentioned in the KYC documents of our Promoters and/or Director.</li><li>We may explore the diversification of our business and the exploring new avenues. These diversifications and our other strategic initiatives may not be successful, which may adversely affect our business and results of operations. </li><li>We face intense competition in our businesses, which may limit our growth and prospects. Our Company faces significant competition from other companies in camera rental services.</li><li>We operate in a highly competitive and fragmented industry with low barriers for entry. </li><li>Dependence upon transportation services for supply and transportation of our products are subject to various uncertainties and risks, and delays in delivery may result in rejection of products by customer.</li><li>Our inability to obtain no objections from our lenders for the Issue, in a timely manner or at all could adversely affect raising of funds. </li><li>If we are unable to source business opportunities effectively, we may not achieve our financial objectives.</li><li>Significant disruptions in our information technology systems or breaches of data security could adversely affect our business and reputation.</li><li>The nature of our business exposes us to liability claims and contract disputes and our indemnities may not adequately protect us. Any liability in excess of our reserves or indemnities could result in additional costs, which would reduce our profits. </li><li>General economic and market conditions in India and globally could have a material adverse effect on our business, financial condition, cash flows, results of operations and prospects. </li><li>Employee fraud or misconduct could harm us by impairing our ability to attract and retain clients and subject us to significant legal liability and reputational harm. </li><li>Our Promoters and members of the Promoter Group will continue jointly to retain majority control over our Company even after the Issue which will allow them to determine the outcome of matters submitted to shareholders for approval.</li><li>Our operating expenses include overheads that may remain fixed in the medium term. In the event there is any decline in our operating performance, we may be unable to reduce such expenses. </li><li>The shortage or non-availability of power facilities may adversely affect our business processes and have an adverse impact on our results of operations and financial condition.</li><li>There are no alternate arrangements for meeting our requirements for the Objects of the Issue. Any shortfall in raising / meeting the same could adversely affect our growth plans, operations and financial performance.</li><li>Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in our financing arrangements.</li><li>Any future acquisitions, joint ventures, partnerships, strategic alliances, tie-ups or investments could fail to achieve expected synergies and may disrupt our business and harm the results of operations and our financial condition. </li><li>Our future funds requirements, in the form of fresh issue of capital or securities and/or loans taken by us, may be prejudicial to the interest of the shareholders and lenders depending upon the terms on which they are eventually raised. </li><li>Our KMP has been associated with our company for less than one year. </li><li>There is no guarantee that our Equity Shares will be listed on the Stock Exchanges in a timely manner or at all. </li><li>Excessive reliance on our information technology systems and their failure could harm our relationship with customers, expose us to lawsuits or administrative sanctions or otherwise adversely affect our provision of service to customers and our internal operation. </li><li>The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency and shall be purely dependent on the discretion of the management of Our Company.</li><li> Negative publicity could adversely affect our revenue model and profitability.
</li><li>Industry information included in this Draft Red Herring Prospectus has been derived from industry reports commissioned by us for such purpose. There can be no assurance that such third-party statistical, financial and other industry information is either complete or accurate. </li><li>The requirements of being a public listed company may strain our resources and impose additional requirements.</li><li>There are restrictions on daily/weekly/monthly movements in the price of the Equity Shares, which may adversely affect a shareholders' ability to sell, or the price at which it can sell, Equity Shares at a particular point in time. </li><li>After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market for the Equity Shares may not develop.</li><li>You will not be able to sell immediately on Stock Exchange any of the Equity Shares you purchase in the Issue until the Issue receives appropriate trading permissions. </li><li>The Issue price of our Equity Shares may not be indicative of the market price of our Equity shares after the issue.
</li><li>Sale of Equity Shares by our Promoters or other significant shareholder(s) may adversely affect the Trading price of the Equity Shares. </li><li>Its Registered Office from where the company operate are not owned by it. The same is occupied by its on a lease basis. Disruption of the company rights as lessee or termination of the agreement with its lessor would adversely impact the company operations and, consequently, its business.</li><li>Its Dependency on Third-Party Logistics Service Providers and Lack of Transit Insurance.</li><li>The company has entered into related party transactions in the past and may continue to do so in the future.</li><li>Its business is geographically located in one area and generates major portion of sales from its operations from Mumbai, Maharashtra. Any adverse developments affecting its operations in this region could have an adverse impact on the company revenue and results of operations.</li><li>The company relies on warranties during purchase of camera equipment, the Company has no insurance coverage which may adequately protect it against losses, and successful claims against the company that exceed its insurance coverage could harm its results of operations and diminish the company financial position.</li><li>The Company does not have a listed peer which is engaged in a similar line of business.</li><li>The company requires a number of approvals, NOCs, licenses, registrations and permits in the ordinary course of its business. Some of the approvals are required to be obtained by its Issuer Company and any failures or delay in obtaining the same in a timely manner may adversely affect its operations.</li><li>The Company has 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>The Company logo is objected with Registrar of Trademark; any infringement of our brand name or failures to get it registered may adversely affect its business. Further, any kind of negative publicity or misuse of the company brand name could hamper its brand building efforts and the company future growth strategy could be adversely affected.</li><li>There were some instances in past for delay in depositing the statutory dues with the concerned offices of the departments on a few instances. While no show-cause notice has been issued against the Company till date, in the event of any cognizance being taken by the concerned authorities in respect of above delays in filings, actions may be taken against our Company and its directors, which could impact its business and financial performance.</li><li>The objects of the Offer have not been appraised by any bank or financial institution, and the company cannot assure you that the objects of the Offer will be achieved within the expected time frame, or at all, and any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders' approval.</li><li>The company intend to utilise a portion of the Net Proceeds for funding its capital expenditure requirements. The company is yet to place orders for such capital expenditure machinery.</li><li>Its Promoters, some of the company Directors, Senior Management and Key Managerial Personnel are interested in the Company's performance in addition to their remuneration and reimbursement of expenses.</li><li>None of the Directors of the Company have experience of being a director of a public listed company.</li><li>Any significant increase in repair and maintenance costs of Camera Equipments beyond its budget or inability to provide quality customer service and support may adversely affect its relationships with the company existing and prospective customers, and in turn can adversely impact its business, results of operations and financial condition.</li><li>Its ability to maintain continuing relationships with the company customers is essential to the growth, profitability and its results of operations.</li><li>The company could become liable to customers, suffer adverse publicity and incur substantial costs as a result of defects in its services, which in turn could adversely affect the value of its brand, and the company sales could be diminished if the company is associated with negative publicity.</li><li>Orders placed by customers may be delayed, modified or cancelled, which may have an adverse effect on its business, financial condition and results of operations.</li><li>Heavy Dependence on its Promoters and Key Personnel including the company senior management, directors and our ability to attract and retain them when necessary.</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>Brand recognition is important to the success of its business, and the company inability to build and maintain its brand names will harm its business, financial condition and results of operation.</li><li>Counterparty credit risk, delay or non-receipt of payments.</li><li>Guarantees from Promoters as well as others have been taken in relation to the debt facilities provided to the company.</li><li>As the company continue to grow, its may not be able to effectively manage its growth and the increased complexity of the company business, which could negatively impact its brand and financial performance.</li><li>Difference in the name mentioned in the KYC documents of its Promoters and/or Director.</li><li>Its may explore the diversification of the company business and the exploring new avenues. These diversifications and its other strategic initiatives may not be successful, which may adversely affect its business and results of operations.</li><li>The company faces intense competition in its businesses, which may limit the company growth and prospects. The Company faces significant competition from other companies in camera rental services.</li><li>The company operate in a highly competitive and fragmented industry with low barriers for entry.</li><li>Dependence upon transportation services for supply and transportation of its products are subject to various uncertainties and risks, and delays in delivery may result in rejection of products by customer.</li><li>Its inability to obtain no objections from the company lenders for the Issue, in a timely manner or at all could adversely affect raising of funds.</li><li>If the company is unable to source business opportunities effectively, its may not achieve the company financial objectives.</li><li>The nature of its business exposes the company to liability claims and contract disputes and its indemnities may not adequately protect it. Any liability in excess of the company reserves or indemnities could result in additional costs, which would reduce its profits.</li><li>General economic and market conditions in India and globally could have a material adverse effect on our business, financial condition, cash flows, results of operations and prospects.</li><li>Employee fraud or misconduct could harm it by impairing the company ability to attract and retain clients and subject it to significant legal liability and reputational harm.</li><li>Its Promoters and members of the Promoter Group will continue jointly to retain majority control over the Company even after the Issue which will allow them to determine the outcome of matters submitted to shareholders for approval.</li><li>Its operating expenses include overheads that may remain fixed in the medium term. In the event there is any decline in its operating performance, the company may be unable to reduce such expenses.</li><li>The shortage or non-availability of power facilities may adversely affect its business processes and have an adverse impact on the company results of operations and financial condition.</li><li>There are no alternate arrangements for meeting its requirements for the Objects of the Issue. Any shortfall in raising / meeting the same could adversely affect its growth plans, operations and financial performance.</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>Any future acquisitions, joint ventures, partnerships, strategic alliances, tie-ups or investments could fails to achieve expected synergies and may disrupt its business and harm the results of operations and the company financial condition.</li><li>Its future funds requirements, in the form of fresh issue of capital or securities and/or loans taken by it, may be prejudicial to the interest of the shareholders and lenders depending upon the terms on which they are eventually raised.</li><li>Its KMP has been associated with the company for less than one year.</li><li>There is no guarantee that its Equity Shares will be listed on the Stock Exchanges in a timely manner or at all.</li><li>Excessive reliance on its information technology systems and their failures could harm the company relationship with customers, expose it to lawsuits or administrative sanctions or otherwise adversely affect its provision of service to customers and the company internal operation.</li><li>The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency and shall be purely dependent on the discretion of the management of the Company.</li><li>Negative publicity could adversely affect its revenue model and profitability.</li><li>Industry information included in this Red herring prospectus has been derived from industry reports commissioned by it for such purpose. There can be no assurance that such third-party statistical, financial and other industry information is either complete or accurate.</li><li>The requirements of being a public listed company may strain its resources and impose additional requirements.</li><li>There are restrictions on daily/weekly/monthly movements in the price of the Equity Shares, which may adversely affect a shareholders' ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.</li><li>After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market for the Equity Shares may not develop.</li><li>You will not be able to sell immediately on Stock Exchange any of the Equity Shares you purchase in the Issue until the Issue receives appropriate trading permissions.</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.</li><li>Sale of Equity Shares by its Promoters or other significant shareholder(s) may adversely affect the Trading price of the Equity Shares.</li></ul>