Chetana

Focused digital and technology platform.

Consumer focused education content player.

Healthy position in the K-12 market.

Established network for content development and printing.

Widespread sales and distribution network.

Experienced management and leadership team.

Its business is intricately tied to the academic cycle, making it somewhat cyclical in nature. As a result, its revenue and profitability may not be comparable from one period to another.

Its product is subject to changing examination paper pattern and syllabus, and customer preferences, its inability to meet such needs or preferences may affect the company`s business.

The contents of the books the company publish and the authors who drafts these content are very significant for its business. The loss of all or any of its authors could adversely affect its business, results of operation, cash flows and financial condition.

The company generates its major portion of revenue from Maharashtra Board and CBSE and any adverse developments affecting its operations with them could have an adverse impact on its revenue and results of operations.

Its business and results of operations may be adversely affected by factors such as general economic conditions, changes in the educational policies of the government and changes to the syllabus and curriculum standard.

Its promoters and directors are involved in certain legal proceedings.

The company has had negative net cash flows in the past and may continue to have negative cash flows in the future.

Any rise in costs or a deficiency in the availability of the raw materials the company procure could impact on the company`s sales, profitability, and operational results in an adverse manner.

Its results of operations and cash flows could be adversely affected, if the company is unable to collect its dues and receivables from its customers in a timely manner.

The company operates in markets which are dependent on IT systems and technological change. If the company is unable to keep its systems and technologies updated, it will adversely affect its business conditions.

Its business may be impacted by technological change, including the digital evolution and other disruptive technologies, and the presence and development of open-sourced content could continue to increase, which could adversely affect its revenue.

Its business depends on the company`s reputation and customer perception of its brand, and any negative publicity or other harm to its brand may materially adversely affect its business, results of operations and financial condition.

Inventories and trade receivables constitute a major part of its current assets. Inadequate management of these assets could negatively impact our net sales, profitability, cash flow and liquidity.

Illegal copying of its books and piracy of its digital content, can affect the company sales and future growth.

The company has been recently formed by conversion of the erstwhile LLP into the company, thus the company has limited operating history as a Company which may make it difficult for investors to evaluate its historical performance or future prospects.

The company does not own the registered office and other premises used by the Company for business purposes. In case of non-renewal of lease agreements or dispute in relation to use of the said premise, its business and results of operations can be adversely affected.

Unexpectedly large amount of sales returns could adversely affect its financial results. If the company is unable to accurately forecast customer demand, its may not be able to maintain adequate inventory levels.

The company currently relies on third parties for its printing and publishing requirements. Any inability to obtain sufficient quantities of printing of the requisite quality in a timely manner and at acceptable prices, or a slowdown, shutdown or disruption in such third parties` operations and performance, could adversely affect its business, results of operations and financial condition.

Its inability to expand or effectively manage the company`s distribution network may have an adverse effect on its business, results of operations and financial condition.

Its ability to enforce the company`s intellectual property and proprietary rights may be limited, and any increase in unauthorized copying and distribution of its productions could harm its competitive position and materially adversely affect its business and results of operations.

The company operates in a highly-competitive and disintegrated industry, and its business, results of operations and financial condition may be adversely affected if the company is not able to compete effectively.

The company may not be able to effectively implement its business and growth strategies and achieve future growth.

The success of its business is dependent on the company`s warehouse and logistics capabilities, and disruptions in operations and supply chain could reduce or restrict sales and materially adversely affect its business, results of operation, cash flows and financial condition.

The company is required to obtain, renew or maintain certain statutory and regulatory permits and approvals required to operate its business and if the company fail to do so in a timely manner or at all, its business, financial conditions, results of operations, and cash flows may be adversely affected.

Its success depends largely on the continued efforts of the company`s senior management and its ability to attract and retain skilled personnel.

Its 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 its financing arrangements.

Fluctuation in foreign currency exchange rates could affect its financial condition and results of operations.

Its Group Company and certain of the company`s promoter group entities are engaged in the similar line of business as of the Company. There are no non - compete agreements between the Company and such entities. The company cannot assure that its Promoters will not favour the interests of such entities over its interest or that the said entities will not expand which may increase its competition and may adversely affect business operations and financial condition of the Company.

Any adverse revision to its credit rating by rating agencies may adversely affect its ability to raise additional financing and the interest rates and other commercial terms at which such funding is available.

Its Group Company have incurred losses in past and any operating losses in the future could adversely affect the results of operations and financial conditions of its group company.

The company may not be able to detect or prevent fraud or other misconduct committed by its employees or third parties.

The Promoters and the Promoter Group may retain majority control of the Company after the Issue, and may have interests that are adverse to, or conflict with, the interests of other shareholders.

The company has entered certain related party transactions, which may involve conflicts of interest, and its may continue to do so in the future.

Any increase in or materialization of its contingent liabilities could adversely affect the company`s business, results of operation, cash flows and financial condition.

Its insurance coverage is limited and may not adequately protect it against all material hazards.

Its operations could be adversely affected if the company fail to comply with the laws and regulations of India and the conditions stipulated in its licenses, permits or approval.

If the company is unable to maintain an effective internal controls and compliance system, its business and reputation could be adversely affected.

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 Shareholders` approval.

The company has overseas exports and operations and are subject to risks associated with doing business internationally.

Certain documents in relation to educational qualifications and experience for certain of its Directors and Key Management Personnel are not available and reliance has been made on declarations and affidavits furnished by such Directors and Key Management Personnel for details of their profiles included in this Draft Red Herring Prospectus.

Its debt financing agreements contain restrictive covenants that may adversely affect the company`s business, credit ratings, prospects, results of operations and financial condition.

Any unsecured loans drawn by us may be recalled by the lenders at any time, which may adversely affect our business, financial condition, results of operation and prospects.

Any Penalty or demand raised by statutory authorities in future will affect our financial position of the Company.

The average cost of acquisition of Equity Shares by our Promoters, could be lower than the issue price.

The company has encountered challenges in meeting the designated timelines for filing statutory returns, which may subject it to penalty under the relevant laws.

The Company has allotted Equity Shares during the preceding one (1) year from the date of this Red Herring Prospectus which may lower than the Issue Price.

The company has not identified any alternate source of funding and hence any failures or delay on its part to mobilize the required resources or any shortfall in the Issue proceeds may delay the implementation schedule.

Certain key performance indicators for certain listed industry peers included in this Red Herring Prospectus have been sourced from public sources and there is no assurance that such financial and other industry information is complete.

Its operations are subject to high working capital requirements. The company inability to maintain an optimal level of working capital required for its business may impact the company operations adversely.

QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid and Retail Individual Investors are not permitted to withdraw their Bids after closure of the Issue.

Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.

The Objects of the Issue for which funds are being raised have not been appraised by any bank or financial institution. Any variation between the estimation and actual expenditure as estimated by the management could result in execution delays or influence its profitability adversely.

There is no monitoring agency appointed by the Company to monitor the utilization of the Issue proceeds.

Any future issuance of Equity Shares, or convertible securities or other equity linked securities by the company and any sale of Equity Shares by its significant shareholders may dilute your shareholding and adversely affect the trading price of the Equity Shares.

The Issue price of its Equity Shares may not be indicative of the market price of its 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.

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