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The company has had negative net cash flows in the past and may continue to have negative cash flows in the future.
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Risks related to the Objects to the Offer
A. The company is yet to identify the exact locations or properties for the setting up its new modern stores and warehouses in India and the Kingdom of Saudi Arabia, for which its intend to utilize the amount from Net Proceeds.
B. The company may utilize a portion of the Net Proceeds to undertake inorganic growth for which the target may not be identified. In the event that its Net Proceeds to be utilized towards inorganic growth initiatives are insufficient for the cost of its proposed inorganic acquisition, its may have to seek alternative forms of funding.
C. The company proposed expansion plans relating to the opening of new modern stores and setting up of new warehouses are subject to the risk of unanticipated delays in implementation and cost overruns.
D. The company has not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer. Its funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency, and its management and Board will have broad discretion over the use of the Net Proceeds.
E. The Company will not receive any proceeds from the Offer for Sale portion, and the Selling
Shareholders shall be entitled to the Offer Proceeds to the extent of the Equity Shares offered by them in the Offer for Sale.
F. Any variation in the utilization of the Net Proceeds would be subject to certain compliance
requirements, including prior Shareholders` approval.
G. Its investments in D2C brands through the company Globalbees Brands platform may not be successful, which may adversely affect its business, financial condition and results of operations.
H. The Net Proceeds will be deployed over a long period of time and any delay may impact its
operations and profitability.
I. A portion of the Net Proceeds will be invested in Subsidiaries which have incurred losses and certain newly established businesses. The company cannot assure you that its investments will enhance their profitability or yield intended results.
J. The company has investments in fixed deposits and will continue to invest in fixed deposits if the company has excess funds. If the company is unable to deploy all of the Net Proceeds towards expanding its business operations, its may temporarily invest a portion of the Net Proceeds in fixed deposits.
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If the company fails to acquire new customers or experience a decline in engagement with its existing customers, the company may not be able to increase its revenues or achieve profitability.
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The company has incurred losses in past periods and may continue to do so in the future, which may adversely impact its business and the value of the Equity Shares.
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If the company fails to retain its relationships with third-party brands, or attract new relationships, the company`s business, results of operations, financial condition and cash flows will be adversely affected.
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The sale of its home brand products subjects it to unique risks and heightens certain other risks,
such as, dependence on third-party manufacturers and suppliers for certain products and raw
materials, liability for accidents and other incidents, product liability, and sale of home brands by unauthorized sellers. Further, its may not be able to obtain sufficient quantities or desired quality of products from contract manufacturers in a timely manner or at acceptable prices, which may adversely affect its business, financial condition and results of operations.
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Current locations of its modern stores may become unattractive, and suitable new locations may
not be available for a reasonable price.
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The company is exposed to risks associated with leasing real estate and any adverse developments could affect its business, results of operations and financial condition.
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The company does not have exclusive agreements with contract manufacturers, suppliers and third party brands.
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If the company fails to identify and effectively respond to changing customer preferences, trends and spending patterns for Mothers`, Babies`, and Kids` Products, the demand for the products sold on its multichannel retailing platform could decrease, causing its business, results of operations, financial condition and cash flows to be adversely affected.
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Its business depends on the growth of the online commerce industry in India and the company ability to effectively respond to changing customer behavior on digital platforms. If the online commerce industry in India does not further develop and grow and if the company is not able to effectively respond to changing customer behavior, its results of operations could be adversely affected.
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Its Subsidiaries, Swara Baby Products Private Limited, Solis Hygiene Private Limited and Swara
Hygiene Private Limited manufacture diapers for its home brands and for third-party brands. Any
deviation in demand for these products can significantly affect their operations and profitability, and may have an adverse impact on its business, results of operations, financial condition and cash flows on a consolidated basis.
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The company significantly depends on franchisees, warehouse operators, logistic partners, distributors and other such commercial relationships for its product distribution network. Changes in the company relationships with such entities, or adverse conditions that affect such entities could have an adverse effect on its business, results of operations, financial condition, cash flows, and reputation.
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Its international operations are subject to a number of risks that could affect its business, results of operations and prospects.
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The company may experience a decline in the growth rate of revenues due to multiple factors.
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Its historical performance is not indicative of the company future growth or financial results and its may not be able to sustain the company historical growth rates or effectively execute its strategies, which may adversely affect its business and financial results.
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Majority of its Directors does not have prior experience of holding a directorship in a company listed on the Stock Exchanges.
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Its inability to effectively manage or expand the company retail network may have an adverse effect on its business, results of operations and financial condition.
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The company track certain operational and key business metrics with internal systems and tools. Certain of its operational metrics are subject to inherent challenges in measurement which may adversely affect its business and reputation.
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An inability to obtain, renew or maintain The company statutory and regulatory permits and approvals required to operate its businesses may adversely affect the company`s business, results of operations, financial condition and cash flows.
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The statutory auditors of certain Subsidiaries had observed material uncertainties in relation to their ability to continue as a going concern in their audit reports. If such Subsidiaries are unable to continue as a going concern, it may have an adverse financial impact on the Company and its
Subsidiaries as they have provided financial support letters to ensure availability of financial resources.
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The company has incurred certain indebtedness and its lenders have imposed certain restrictive conditions on it under the company financing arrangements. This may limit its ability to pursue the company`s business and limit its flexibility in planning for, or reacting to, changes in the company`s business or industry.
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The Company and its Subsidiaries failed to comply with certain provisions of the Companies Act
2013, and had to compound such non-compliances. The company cannot assure you that there will be no such non-compliances in the future and that the Company, Subsidiaries, its Directors or the directors of the company Subsidiaries will not be subject to any penalty or any additional payments.
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There are outstanding litigation proceedings against the Company, Subsidiaries and Directors. Any adverse outcome in such proceedings may have an adverse impact on its reputation, business,
financial condition, results of operations and cash flows.
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Certain of its Subsidiaries have availed certain unsecured loans from related parties that may be
recalled by the lender at any time and the company Subsidiaries may not have adequate funds to make timely payments or at all.
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The company is exposed to risks emanating from non-availability of any exclusive arrangements with third party brands that offer their products on its platform.
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The company depends on the performance of management and other skilled personnel, and if the company is unable to attract, retain, and motivate employees, its business, results of operations and financial condition could be harmed.
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There could be infringement of its intellectual property rights by third parties, which could damage its reputation and brand identity and harm the company`s business and results of operations.
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The company operates in a competitive industry and its failures to compete effectively could have a negative effect on the success of the company`s business.
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The company engage in related party transactions with certain of its Shareholders, Subsidiaries, Directors, Key Managerial Personnel and Senior Management, which may potentially involve conflicts of interest.
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The company may need to make capital expenditures to fund its growth and expansion plans. If the company fails to obtain sufficient capital, witsmay be unable to complete future expansions or undertake new developments in a timely manner or at all.
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Any harm to its brand or reputation may adversely affect the company`s business, results of operations, financial condition and cash flows.
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Grants of stock options under its Employee Stock Option Plans may result in a charge to the company profit and loss account and, to that extent, affect its financial condition.
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If the company is unable to successfully integrate the businesses, technologies, services and products that the company acquire or invest in, its business, results of operations, cash flows and financial condition could be adversely affected.
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If the company is unable to continue to innovate or if its fail to adapt to changes in the company industry, its business, results of operations, financial condition and cash flows would be adversely affected.
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Changing regulations in India could lead to new compliance requirements that are uncertain and
may adversely impact its business, results of operations or financial condition.
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The Company and its Subsidiaries have previously failed to comply with the Legal Metrology
(Packaged Commodities) Rules, 2011 and the company may be subject to fines or penalties, which could
adversely affect its reputation, business, financial condition and results of operations.
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The Unaudited Pro Forma Consolidated Financial Information is presented for illustrative purposes
only and may not be indicative of its future performance.
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Delays or defaults by its brand relationships, vendors or manufacturers could affect its cash flows and may adversely affect the company`s business and results of operations.
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Its technology infrastructure is susceptible to disruptions, failures, security breaches and cyberattacks. Any such events could potentially result in damage to its business and reputation and adversely affect the company`s business, results of operations, financial condition and cash flows.
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The company is exposed to the risks associated with reliance upon the services of third-party data center hosting facilities and other third-party providers for its business and operations.
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If the company is unable to identify customer demand accurately and maintain an optimal level of inventory, its business, results of operations and financial condition may be adversely affected.
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Its may be subject to liabilities and costs related to providing preschool education to children, which may harm its business, or damage the company reputation and brand.
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Its business, results of operations and financial condition may be adversely affected if operations
at the manufacturing facilities of its contract manufacturers or raw material suppliers are
disrupted.
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The company may be subject to costs and liabilities related to stringent health and safety standards. Contamination of its products and any similar incidents in the future could have an adverse impact on its reputation, business, results of operations and financial condition. In addition, failure by its brand relationships or manufacturers to comply with product safety and other related laws may subject it to liability, harm its business, results of operations, financial condition, and cash flows, and damage its reputation and brand.
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The company has a large number of Subsidiaries and step-down Subsidiaries and may have limited control over the operations of these entities.
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With respect to certain of its entities which are consolidated, the company Restated Consolidated Financial Statements have been prepared based on their unaudited special purpose financial statements.
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Any failures to maintain quality of customer service, and deal with customer complaints in a timely manner could adversely affect its business and results of operations.
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Its ability to raise foreign capital and the ability of foreign investors to acquire Equity Shares in the Company may be constrained by Indian law, which may adversely affect its business and the trading price of the company Equity Shares.
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There have been certain instances of delays in payment of statutory dues by the Company. Any
further delays in payment of statutory dues may attract financial penalties and may adversely affect its business, financial condition and results of operations.
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Complaints by third parties may adversely affect its reputation and business.
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The seasonality of its business affects the company quarterly results of operations and places an increased strain on its operations.
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Health epidemics, such as the COVID-19 pandemic, have had, and could in the future have, an
adverse effect on its business and results of operations, and the markets in which the company and its customers, brand relationships, manufacturers and advertisers are present in.
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The company may be accused of infringing or misappropriating intellectual property rights or confidential know how of third parties.
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If the company is subject to any fraud, theft, or embezzlement by its employees, contractors or dealers, it could adversely affect the company reputation, results of operations and financial condition.
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Its online marketing listings or reviews may constitute internet advertisement, which subjects it to laws, rules and regulations applicable to advertising. The costs associated with complying with these laws, rules and regulations, including any penalties or fines, could have an adverse effect on its business, results of operations, financial condition and cash flows.
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The company does not have full control over the quality of the products and brands sold on its multi-channel retailing platform, and may be subject to legal liabilities and reputational harm as a result of product defects, poor quality control or authenticity issues.
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Failures to deal effectively with fraudulent activities on its mobile app or website would increase the company fraud losses and harm its business and could severely diminish vendor and customer confidence in and use of the company services.
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The company is subject to payment-related risks, including risks associated with cash on delivery, logistics costs incurred by its on sales returns, and payment processing risks.
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High volumes of merchandise returns or interruptions in its shipping operations could negatively impact the company`s business and results of operations.
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The company does not have insurance policies to cover all possible events, including certain key insurance policies, and its current insurance policies may be insufficient to cover all future costs and losses the incurrence or magnitude of which are unforeseen or unpredictable and could result in an adverse effect on its business and results of operations.
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The company has contingent liabilities and its financial condition could be adversely affected if any of these contingent liabilities materialize.
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The auditor`s report on its financial statements contains certain remarks.
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Certain sections of this Red Herring Prospectus contain information from the RedSeer Report which
has been prepared exclusively for the Offer and exclusively commissioned and paid for by it. There
can be no assurance that such report is complete, and any reliance on such information for making
an investment decision in the Offer is subject to inherent risks.
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Certain of its Directors, Key Managerial Personnel and Senior Management are interested in it in addition to their normal remuneration or benefits and reimbursement of expenses incurred.