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The company has a track record of reporting losses and, its may not be able to maintain profitability in the future. Its limited operating history makes it difficult to accurately evaluate its future business prospects.
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Its loss reserves are based on estimates as to future claims liabilities and if they prove inadequate, it could lead to further increases in reserves and materially adversely affect its results of operations.
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The company is required to meet the mandatory control level of solvency margin as prescribed under the Insurance Act and the company could be subject to regulatory actions and could be forced to stop transacting any new business or change its business strategy which can slow down the companay`s growth.
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Catastrophic events, including natural disasters, terrorist attack or nuclear disaster, could materially increase its liabilities for claims by customers, result in losses in its investment portfolios, and have a material adverse effect on its business, financial condition and results of operations.
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There are outstanding legal proceedings involving the Company, its Promoters and its Directors, which may have a material impact on the Company.
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The company has received cautions, warnings and show-cause notices from the IRDAI due to alleged non-compliance with various regulatory prescriptions in the past, and IRDAI has imposed penalties in certain cases, and the company may be subject to such regulatory action in the future.
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The company is subject to extensive supervision and regulatory inspections (onsite and offsite, thematic or otherwise) by the IRDAI.
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The company relies on motor vehicle insurance products for a substantial amount of its revenues and profitability. Any constraint on sale of these products due to future changes in regulation or customer preference, or any inability to maintain a profitable portfolio mix of products, could have a material adverse effect on its business, financial condition, results of operations and prospects.
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If any of its Promoters sell a controlling interest in GDISPL to a third party, the Company may become, jointly or solely, subject to the control of a presently unknown third party, which could dilute the shareholding of its Promoters, and would adversely affect its business and future prospects.
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The company may fail to comply with applicable IRDAI regulations in relation to marketing or sale of insurance products.
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If the company is unable to underwrite risks accurately and charge competitive yet profitable premiums to its customers, the company`s business, results of operations and financial condition will be adversely affected.
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Credit risks related to its investments and day-to-day operations, including in its reinsurance contracts, may expose the company to
losses.
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The company may requires additional capital to grow its business, which may not be available on terms acceptable to it or at all.
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The company is exposed to significant market risk, including changes in interest rates or adverse movements in the equity markets in India that could impair the value of its investment portfolio and have a material adverse effect on the company`s business, financial condition and results of operations, and this risk is exacerbated by restrictions on, and concentration in, its investment portfolio as a result of regulations about types and levels of investment that are applicable to the company.
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Its funding requirements and the proposed deployment of Net Proceeds have not been appraised. While the Company intends to utilize the Net Proceeds towards the object of the Offer, its may use them in ways with which you do not agree and in ways that may not enhance its operating results or the price of the company Equity Shares.
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The company has made delays in making regulatory filings in the past which may subject it to penalties.
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The company will not receive any proceeds from the Offer for Sale. Its Selling Shareholders (which includes one of the company Promoters) will receive the entire proceeds from the Offer for Sale.
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Reinsurance may be unavailable at current levels and prices, which may limit its ability to underwrite new business. Furthermore, reinsurance subjects it to counterparty risk and may not be adequate to protect the company against losses, which could have a material effect on its results of operations and financial condition.
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Certain sections of this Red Herring Prospectus contain information from the RedSeer Report which has been commissioned and paid for by the Company exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.
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Certain Equity Shares Allotted pursuant to this Offer, would be subject to lock-in, in terms of the IRDAI Registration and Allied Regulations, 2024, and would restrict ability of certain investors to transfer its Equity Shares and may limit the trading market of the company Equity Shares and adversely affect the price of its Equity Shares.
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Its financial statements and the presentation of the company performance metrics differ significantly from those of non-insurance companies and may be difficult to understand or interpret.
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Denial of claims or its failure to accurately and timely pay claims could materially and adversely affect its business, financial condition, results of operations, and prospects.
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The company has in the past incurred, and may in the future continue to incur, operating losses.
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The company is exposed to risks, including regulatory actions, relating to its business practices.
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The company is dependent upon regulatory approvals and licenses for its ability to operates the company business. The failure to maintain its licenses and approvals in a timely manner or at all would have a material adverse effect on its operations.
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The actuarial valuations in respect of certain liabilities may, for various reason, be inaccurate. If such a valuation is incorrect, it could have an adverse effect on its financial condition.
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Any change to the existing regulation or non-compliance with respect to rural and social sector and motor third party obligations may adversely affect the result of its operations.
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The company is dependent on the "Go Digit" and "Digit Insurance" brands. Its business may be subject to periodic negative publicity, which could have a material adverse effect on its business, financial condition, results of operations and prospects.
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Any termination of, or any adverse change to, its ability to attract, retain and incentivize distribution partners, including motor insurance service providers, could have a material adverse effect on its business, financial condition, results of operations and prospects.
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FAL has a right to purchase shares held by Kamesh Goyal in Go Digit Infoworks Services Private Limited, one of its Promoters, as well as the shares held by Go Digit Infoworks Services Private Limited in the Company, in case of certain events of termination specified under the Joint Venture Agreement.
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Its investment portfolio is subject to liquidity risk which could decrease its value.
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An inability to verify and ensure the accuracy and completeness of information provided by or on behalf of its customers and counterparties may subject it to fraud, misrepresentation and other similar risks, which could adversely affect its business, prospects, financial condition and results of operations.
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Its proprietary predictive underwriting platform may not operate properly or as the company expect it to, which could cause it to write policies the company should not write, price those policies inappropriately or overpay claims that are made by its customers.
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The success and growth of its business depends upon its ability to maintain and improve the company technology systems, its reliance, in part, on mobile operating systems and application marketplaces to make its applications available to customers and the company reliance on its digital platform to evaluate data points in pricing and underwriting its insurance policies, managing claims and customer support, and improving business processes.
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The company uses artificial intelligence and its digital platform to evaluate data points in pricing and underwriting certain of its insurance policies, managing claims and customer support, and improving business processes. Changes in the regulations regarding the use of such data points may materially and adversely affect its business, financial condition, results of operations and prospects.
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Its business could be negatively affected by changes in search engine logic or regulations of search engines and social media platforms.
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Its success and ability to grow the company`s business depends on retaining and expanding its customer base. If the company fail to add new customers or retain current customers, its business, revenue, operating results and financial condition could be harmed.
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The company faces certain risks with respect to any co-insurance policies that the company underwrite, including that if the company is a lead insurer (leader), the company faces the risk of co-insurers (followers) repudiating claims that the company has settled, or, if the company is a follower, the risk that a leader settles a claim that the company would have repudiated had its been a leader.
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Its Promoters will have certain rights post listing of the Equity shares. The company Promoters will also be able to exercise control over the Company after this Offer and may have interests that are not aligned with its other shareholders.
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There has been a change in the conversion ratio of the CCPS issued by GDISPL, its Promoter, pursuant to the JV Amendment Agreement, for which the company has received a show cause notice from IRDAI. Such notices, regulatory actions and/or penalties may adversely affect its business, financial condition and/or reputation.
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As a significant portion of its business is generated from relatively few regions in India, the company is susceptible to economic and other trends and developments in these areas.
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The company relies on the experience and expertise of its Non-Executive Chairman, its senior management team, highlyspecialized insurance experts, key technical employees and other highly skilled personnel.
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A portion of its product portfolio consists of health insurance products, and risks in connection with its health insurance offering, including limitations on its ability to cancel health insurance policies. The Company is susceptible to any adverse trends and other developments that may affect the sale of retail health insurance products which could have a material adverse effect on its business, financial condition, results of operations and prospects.
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The company relies on group health insurance products for a substantial amount of its revenues. Any constraint on sale of these products due to future changes in regulation or customer preference, or any inability to maintain a profitable portfolio mix of products, could have a material adverse effect on its business, financial condition, results of operations and prospects.
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Higher than expected expenses could have a material adverse effect on its business, financial condition and results of operations.
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The company may become subject to heightened regulations, and reputational, pricing and other risks related to crop insurance that could have a material adverse effect on its business, financial condition, results of operations and prospects.
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The sizes of the market opportunities for its insurance products, on a product-level basis and overall, have not been established with precision and may be smaller than the company estimate, possibly materially. If the company has overestimated the sizes of these markets, its sales growth may be adversely affected. The company may also not be able to grow the markets for its products as intended or at all.
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A majority of its business operations are conducted on leased premises, and an inability to renew or extend the terms of such leases as required may affect its business operations.
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If the company cannot maintain its corporate culture as we grow, its business could be harmed.
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The company product development cycles are complex, and the company may incur significant expenses before its generate revenues, if any, from new products.
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Its expansion will subject the company to additional costs and risks, and incremental geographic expansion may yield diminishing returns. Its expansion plans may not be successful generally, or the company may not be able to expand in markets outside of India.
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Its may be unable to successfully identify, complete, integrate and realize the benefits of acquisitions in the future or manage the associated risks, all of which could have a material adverse effect on its business, financial performance, financial condition and cash flows.
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General Insurance Corporation of India ("GIC Re") has a right of first offer on reinsurance of its portfolio, and the company may be required to obtain a significant portion of its reinsurance from GIC Re. Credit risk resulting from the reinsurance ceded to GIC Re could result in a material adverse effect on its business and results of operations.
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Its risk management system, as well as the risk management tools available to it, may not be adequate or effective in identifying or mitigating risks to which the company is exposed.
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Its insurance coverage on the company own assets could prove inadequate to cover its loss. If the company were to incur a serious uninsured loss or a loss that significantly exceed the limits of its insurance policies, it could have a material adverse effect on its business, results of operations and financial condition.
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The company has entered into, and will continue to enter into, related party transactions which may potentially involve conflicts of interest.
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Security incidents, privacy breaches or real or perceived errors, failures or bugs in its systems, networks, cloud environments, website or app could impair its operations, result in loss of personal customer confidential information, damage its reputation and brand, and harm the company`s business and operating results.
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Its contingent liabilities could adversely affect the company`s financial condition if they materialize.
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Data collection and storage are increasingly subject to legislation and regulations in various jurisdictions and governments are increasingly acting to protect the privacy and security of personal information.
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Some aspects of its information technology systems include open source software and any failure to comply with the terms of one or more of these open source licenses could materially and adversely affect its business, financial condition or results of operations.
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Its products use software, hardware and services that may be difficult to replace or cause errors or failures of its products that could materially and adversely affect the company`s business, financial condition or results of operations.
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The company relies upon third-party providers of "cloud" computing services and related information technology services to operate certain aspects of its services and any disruption of or interference with the company use of these cloud or information technology providers or increase in cost of their services could adversely impact its business, reputation, financial performance, financial condition and cash flows.
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The company relies on third-party contractors and service providers for a number of services, but the company cannot guarantee that such contractors and service providers will comply with relevant regulatory requirements or their contractual obligations.
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Its Promoters, Key Managerial Personnel and Senior Management are interested in the company other than by way of reimbursement of expenses or normal remuneration or benefits. As a result, its may have conflicts of interest with them and may not be able to resolve such conflicts on terms favourable to the company.
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Kamesh Goyal, its Promoter and Non-Executive Chairman, and a nominee of GDISPL, and Chandran Ratnaswami, its Nominee Non-Executive Director, are on the board of directors of companies engaged in a line of business similar to that of its. Any conflict of interest that may occur as a result could adversely affect its business, financial condition, results of operations and cash flows.
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Its business, financial condition, results of operations and prospects could be materially and adversely affected if the company inadequately obtain, maintain, protect and enforce its intellectual property and proprietary rights or encounter disputes relating to its use of the intellectual property of third parties.
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Changes in the regulatory and compliance environment in the financial sector could have a material adverse effect on its business, financial condition, results of operations and prospects.
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The company may not be able to timely detect or prevent the foregoing fraud or misconduct. Any actual or alleged misconduct or fraudulent activity or non-compliance with applicable laws by its employees, agents and other distribution partners may lead to customer complaints as well as regulatory action against it, which could adversely affect its business, prospects, financial condition and results of operations.
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The company is subject to customer complaints, which, if left unaddressed or inefficiently handled, may have a material adverse impact on the Company.
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The Company has issued Equity Shares during the last year which may be at a price lower than the Offer Price. The price at which the Company has issued Equity Shares during the last one year from the date of this Red Herring Prospectus may not be indicative of the future price.
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There are restrictions on transfers of its Equity Shares under the Insurance Act and the relevant IRDAI regulations, including restrictions on the acquisition of its equity shares by foreign investors.
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Significant differences exist between Indian GAAP and other reporting standards, such as US GAAP and IFRS, which may be material to investors` assessments of its financial condition. The Company has also provided select financial information prepared under the IFRS to its shareholders and may continue to provide in the future and investors shall not rely on such select financial information.
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Some of its promoters are also promoters of Go Digit Life Insurance Limited ("GDLIL") and propose to also act as "promoters" of Valueattics Reinsurance Limited ("VRL"). As a result, there may be conflicts of interest and the common
promoters may not be able to resolve such conflicts on terms favourable to it, which may also adversely affect their ability to infuse capital in the Company while fulfilling their commitment towards GDLIL and VRL.
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Its inability to effectively compete in the highly competitive insurance industry could have a material adverse effect on its business, results of operations and financial condition.
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The increasing impact of innovation, technological change and use of data in the non-life insurance industry in India and the markets in which the company operates, could harm its ability to maintain or increase its business volumes and the company`s profitability.
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The insurance sector is subject to seasonal fluctuations in operating results and cash flows, and its results for any period should not be relied upon as an indicator of its future performance.
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The rates of growth of the Indian insurance market has been volatile and may not be as high or as sustainable as the company anticipate.
