Bizotic Commer.

Designing Capabilities.

Experienced management Team.

Established Marketing Setup and Diversified Customer Base.

Distribution Network.

Quality Product.

Success through Franchising.

The company do not own its registered office.

Substantial portion of its revenues has been dependent upon the company few customers. The loss of any one or more of its major customers would have a material effect on the company business operations and profitability.

Out of Outstanding Debtors as on December 31, 2022 of Rs. 1345.18 Lakhs, the debtors outstanding for more than 3 years are Rs. 62.27 lakhs.

The company has not executed Franchisee Agreement with many of its Franchisees.

The company has not executed any agreement with any of its Job workers contractors.

There are certain outstanding legal proceedings involving the Company, Promoter and Director. Any failure to defend these proceedings successfully may have an adverse effect on its business prospects, financial condition, result of ongoing operations and reputation.

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 able to successfully execute its expansion strategy of strengthening its sales network by opening new showrooms, in a timely manner, if at all, which could harm its results of operations.

The Company has yet to apply for registration under Rajasthan Shops and Commercial Establishment Act, 1958 for its Chittorgarh Store/Showroom, with the concerned authority for the below stated show rooms in the Rajasthan State.

Late Deposits of Tax Deducted at Source (TDS) with the Income Tax Authority.

Resolution passed under section 180(1)(C) in respect of borrowing power has not been filed with the Registrar of Companies.

Three Directors are appointed through single resolutions.

Non availability of E Form - CHG 1 for Creation of Charge in respect of Loans taken by the company.

The Company has unsecured loans, which are repayable on demand. Any demand from lenders for repayment of such unsecured loans, may adversely affect its business operations and financial condition of the Company.

The company future success depends significantly on the continued service of its promoters, management team and other key personnel.

The company business depends upon continuance of its franchise stores and any termination of the franchisee store / agreements could adversely affect its business and results of operations.

If demand for its products accounting for major portion of the company revenue declines or if its do not successfully commercialize the company products, or if the sale is delayed, its business and the results of operations may be adversely affected.

In the case of any defect in its products, the company will be answerable to customers and incur substantial costs which in turn could adversely affect the value of its brand, and the company sales could diminish and ar subjected to any negative publicity.

Some of its debtors have raised dispute about the outstanding amount.

The Company depends on timely identification of evolving fashion trends and creating new designs. Any Delay on the part of the Company in this regard may adversely affect its business operations.

Its revenues and profits are dependent on several factors. Any adverse change in these factors or in Combination of these factors may affect its business operations and the financial condition and consequently, the company ability to pay dividends.

Its operations in trading of garments through showrooms are limited to the state of Bihar and Rajasthan.

The company is dependent on third party transportation service providers for delivery of readymade garments to its and to the company various showrooms and franchisee.

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.

The company could be exposed to risks arising from misconduct, fraud and trading errors by its employees and logistics agencies.

The company may not be able to sustain effective implementation of its business and growth strategies.

The company operate in a competitive business environment. Competition from existing players and new entrants and consequent pricing pressures may adversely affect its business, financial condition and results of operations.

Any failure to maintain, protect and enhance the recognition and reputation and brand image of the Company and its products could limit the company ability to retain or expand its customer base and may adversely affect its business.

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 insurance coverage may not adequately protect its against certain operating risks and this may have an adverse effect on the results of its business.

The company Promoters,Directors and Key Managerial Personnel may have interest in thw Company, other than reimbursement of expenses incurred or remuneration.

The company Promoters, Directors and Key Managerial Personnel may have interest in the Company, other than reimbursement of expenses incurred or remuneration.

The company has experienced negative cash flows in previous years / periods. Any operating losses or negative cash flows in the future could adversely affect its results of operations, liquidity and financial condition.

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

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

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

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

The company 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 company has not independently verified certain data in this Prospectus.

The company 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 Promoters or other significant shareholder(s) may adversely affect the trading price of the Equity Shares.

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.

Sale of Equity Shares by its Promoters or other significant shareholder(s) may adversely affect the trading price of the Equity Shares.

The company 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 depending upon the terms on which they are eventually raised.

There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the BSE SME in a timely manner or at all.

The Equity Shares have never been publicly traded, and, after the Issue, the Equity Shares may experience price and volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the price of the Equity Shares may be volatile, and you may be unable to resell the Equity Shares at or above the Issue Price, or at all.

There are restrictions on daily weekly monthly movement in the price of the equity shares, which may adversely affect the shareholder`s ability to sell for the price at which it can sell, equity shares at a particular point in time.