Baazar Style

One of the fastest growing value retailer in eastern India with a market share of 3.03% and 2.22% in the states of West Bengal and Odisha, respectively in organized value retail market.

Accelerated store expansion through a cluster-based approach.

Strong understanding of customer preferences to offer a comprehensive, targeted and affordable product mix along with its private label brands leading to customer loyalty.

High operational efficiency and lean cost structure due to strong focus on business processes and automation.

Targeted marketing and promotion activities enabling increasing brand salience and garnering customer loyalty.

Experienced promoters and a strong management team with a proven track record, backed by investors.

Strong financial track record of growth.

Geographical Concentration of Business: Its stores are concentrated in the eastern parts of India and any adverse developments affecting the company operations in this state could have an adverse impact on its revenue and results of operations.

Products Concentration: Its business is concentrated on sale of the company apparel and merchandise products and subject to the unpredictability of changing customer preferences.

If any new private labels, including under its existing products verticals, that the company launch are not as successful as its anticipate, its business, results of operations and financial condition may be adversely affected.

The fashion and retail industry are highly competitive. If the company does not respond to competition effectively, its cash flows, financial condition and results of operation may be adversely affected.

The use of "Style Baazar" or similar trade names or images by third parties may result in loss of business to such third parties, and any potential negative publicity relating to such third parties may adversely affect its reputation, the goodwill of the company brand and business prospects.

The growth of its business depends on the company`s ability to identify, obtain and retain quality retail spaces and its ability to effectively implement and manage the company retail network.

The company follow a cluster-based expansion model which leads to a concentration of its business in a relatively small area.

The company relies on a wide range of third party suppliers for sourcing its products with whom the company does not have definitive or exclusive agreements. Failures to successfully leverage its Supplier relationships and network or to identify new suppliers and any loss arising from failures to supply or delay in supply by its Suppliers or from any defective products supplied by its Suppliers could adversely affect the company business, financial condition, cash flows and results of operations.

Its operations are exposed to the risk of fire accidents which could result in significant financial loss, property damage, interruption of its business operations and potential personal injury or loss of life.

Some of its products are subject to seasonal customer demands.

The company may faces potential liabilities in the future from lawsuits or claims from third parties, should they perceive any deficiency in its products, which may adversely impact the company`s business and financial condition.

If the company is unable to attract purchases from new and existing customers, its business, financial condition and results of operations may be materially and adversely affected.

The growth of its business depends on an agile and efficient supply chain management and the company inability to maintain an optimal level of inventory in its stores may impact the company operations adversely.

Any failures in its quality control processes undertaken with respect to the company products may have an adverse effect on its business, results of operations and financial condition. The company may faces product liability claims and legal proceedings if the quality of its products does not meet the company customers` expectations.

The company is dependent on third parties for its logistics and transportation needs. Any disruptions in the same may adversely affect its operations, business, cash flows and financial condition.

Losses due to fraud, employee negligence, theft or similar incidents may have an adverse impact on the company.

Quality and consistency in customer service at its stores are critical for the company`s success and any failures in this respect could materially and adversely impact its reputation, business, financial condition, cash flows and results of operations.

If the company fails to successfully implement its e-commerce initiative, the company`s business and results of operations could be adversely impacted.

The company use relevant technology for its operations and the company inability to upgrade such technology from time to time could adversely affect its operations. The company is also subject to data protection laws and failures to comply with such laws could inhibit its business operations.

Its business plans to incur significant expenditure for its expansion activities and in relation to the growth of its business and any inability to obtain necessary funds may impact such opportunities and its business in the future.

The company`s business is manpower intensive, and its relies on the company Key Managerial Personnel, Senior Management Personnel and other key personnel and the loss of or its inability to attract or retain the company employees could adversely affect its business, results of operations and financial conditions.

The share of unorganized retail in the apparel segment and general merchandise segment is significantly higher compared to the share of organised retail in apparel segment. The company faces competition from players operating in retail, whole-sale and e-commerce space forming part of the unorganised retail in apparel segment.

The company is significantly dependent upon third party contract manufacturers for its private label brand apparel.

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 employees.

Many of its Directors does not have prior experience of holding a directorship in a company listed on the Stock Exchanges.

The company has incurred losses in the past. Additionally, the company has low profit after tax ("PAT") margins. Any losses in the future or continued sustenance of low PAT margins may adversely impact its operations and financial conditions and the trading price of its Equity Shares.

The company has incurred indebtedness and are required to comply with certain covenants based on documentation entered into with the lenders. Its inability to meet the company obligations, including financial and other covenants, under its financing arrangements could adversely affect the company`s business, results of operations, financial condition and cash flows. Further, the terms of its financing arrangements contain various covenants that may limit its business activities.

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 Statutory Auditors have included certain emphasis of matters in their audit reports.

Its Subsidiary has availed certain unsecured borrowings which are repayable on demand.

While the Company will receive proceeds from the Fresh Issue, it will not receive any proceeds from the Offer for Sale portion, and the Selling Shareholders, including certain members of its Promoter Group, shall be entitled to the Offer Proceeds to the extent of the Equity Shares offered by them in the Offer for Sale.

A portion of the Net Proceeds may be utilized for repayment or pre-payment of loans taken from Axis Bank Limited, which is an affiliate of one of the Book Running Lead Managers.

Its funding requirements and the proposed deployment of Net Proceeds are not appraised by any independent agency, which may affect its business and results of operations.

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

Any failures or material weakness of its internal controls system could cause operational errors or incidents of fraud, which would materially and adversely affect its profitability and reputation.

The company has not obtained requisite approvals to operate certain stores of the Company. If the company is unable to obtain the requisite approvals, licenses, registrations or permits to operate its business or are unable to renew them in a timely manner, its business or results of operations may be adversely affected.

There have been certain instances of delays, or errors in the past in relation to form filings with the Registrar of Companies, West Bengal at Kolkata ("RoC"). Its may be subject to regulatory actions and penalties for any such past or future non-compliance or delays or inconsistencies and its business, financial condition and reputation may be adversely affected.

There have been certain instances of delays, or errors in the past in relation to payment in relation to employee provident fund and employee state insurance scheme. Its may be subject to regulatory actions and penalties for any such past or future non-compliance or delays and the company`s business, financial condition and reputation may be adversely affected.

One of the entities forming part of its Promoter Group, Boast Traders Private Limited (formerly known as Acme Private Limited) ("Boast Traders") has received a show-cause notice from the Reserve Bank of India. Boast Traders may be subject to regulatory actions and penalties for non- compliances and this may adversely impact it and the company reputation.

The Company and its Directors are involved in certain legal proceedings, which, if determined against it could have an material adverse effect on its financial condition, results of operations and the company reputation.

The company has certain contingent liabilities that have not been provided for in its financial statements, which if they materialize, may adversely affect its financial condition.

The company Promoters, Directors and Key Management Personnel, Senior Management Personnel may have interests other than reimbursement of expenses incurred and receipt of remuneration or benefits from the Company. Certain of its Promoters and Directors may have interest in entities, which are in businesses similar to its and this may result in conflict of interest with the company.

Its business operations involve a significant number of cash transactions and any misappropriation, fraud, theft etc. could adversely impact its financial condition and results of operations.

This Red Herring Prospectus contains information from industry sources including the commissioned industry report from Technopak.

The Company`s ability to pay dividends in the future will depends on the Company`s earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of the Company`s financing arrangements.

The company has issued Equity Shares during the preceding 12 months at prices that may be lower than the Offer Price.

Any downgrade in its credit ratings could increase the company borrowing costs, affect its ability to obtain financing, and adversely affect the company`s business, results of operations, cash flows and financial condition.

Its insurance coverage may not be adequate to protect it against all potential losses, which may have an adverse effect on its business, financial condition, cash flows and results of operations.