Kaushalya

Risks

• Substantial portion of its revenue has been dependent upon e-commerce business which is through only one major e-commerce platform. The loss of its major e-commerce platform would have a material adverse effect on itd business, cash flows, results of operations and financial condition.

• Substantial portion of its profits has been dependent upon logistics business which has only one major customer. The loss of the company`s major customer would have a material adverse effect on its business, cash flows, results of operations and financial condition.

• There are outstanding litigation proceedings involving the Company and Group Companies, an adverse outcome in which, may have an adverse impact on its reputation, business, financial condition, results of operations and cash flows.

• The Registered Office, Branch Offices and warehouses of the Company are not owned by it.

• Non stamping of Gift Deeds for the shares acquired by the Promoters.

• Dependence on third-party vendors could have an adverse effect on its business financial condition and results of operations.

• The company is require a number of approvals, licenses, registrations and permits for its business and failure to obtain or renew them in a timely manner may adversely affect its operations.

• The Company has experienced negative cash flow in the past and may continue to do so in the future, which could have a material adverse effect on its business, prospects, financial condition, cash flows and results of operations.

• Certain discrepancies/errors have been noticed in some of its corporate records relating to forms filed with the Registrar of Companies and other provisions of Companies Act, 2013. Any penalty or action taken by any regulatory authorizes in future for non-compliance with provisions of corporate and other law could impact the financial position of the Company to that extent.

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

• The company is dependent on third party transportation providers for delivery of product to it from its suppliers and delivery of the company products to its customers. Any failure on part of such service providers to meet their obligation could have a material adverse effect on its business, financial condition and results of operations.

• The company has incurred substantial indebtedness which exposes it to various risks which may have an adverse effect on its business and results of operations.

• Failure to manage its inventory could have an adverse effect on the company net sales, profitability, cash flow and liquidity.

• Its Promoters have interest in the Company, other than reimbursement of expenses incurred or remuneration.

• Changes in customer preferences could affect its business, financial condition, results of operations and prospects.

• The Company`s failure to maintain the quality standards of the products could adversely impact its business, results of operations and financial condition.

• Orders placed by customers may be delayed, modified, cancelled or not fully paid for by its customers, which may have an adverse effect on the company business, financial condition and results of operations.

• The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflict of interest with the equity shareholders.

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

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

• Negative publicity could adversely affect its revenue model and profitability of the Company.

• If the company is unable to collect its receivables from its clients, the company`s results of operations and cash flows could be adversely affected.

• Fraud, theft, employee negligence or similar incidents may adversely affect its results of operations and financial condition.

• 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.

• Unsecured loans taken by the Company from Promoter Group, Directors and their relatives, can be recalled by the lenders at any time.

• Conflicts of interest may arise out of common business undertaken by the Company and its Promoter Group Entities.

• The company has not made any dividend payments in the past and its ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows, working capital requirements, capital expenditures and restrictive covenants in its financing arrangements.

• The Company and its Promoters namely Uddhav Poddar and Bhumika Realty Private Limited have provided personal/corporate guarantees for loan facilities obtained by its Group Companies and any failure or default by the company Group Company/s to repay such loans in accordance with the terms and conditions of the financing documents could trigger repayment obligations on the Company and its Promoter, which may impact its ability to effectively service its obligations and thereby impact its business and operations.

• Its inability to manage growth could disrupt the company business and reduce profitability. Its business strategy is to continuously grow by expanding the size of its businesses.

• Highly dependent on its ability to control costs and pass on any increase in operating expenses to customers, while continuing to offer competitive pricing.

• Its Contingent Liability and Commitments could affect the company financial position.

• There are certain restrictive covenants in the agreements that the Company has entered into with Banks.

• The Objects of the Offer for which funds are being raised, are based on its management estimates and any bank or financial institution or any independent agency has not appraised the same. The deployment of funds in the project is entirely at its discretion, based on the parameters as mentioned in the chapter titles "Objects of the Offer".

• Its diverse and complex multi-location operations subject the company to various statutory, legal and regulatory risks.

• The company has not independently verified certain data in this RHP.

• Any future issue of Equity Shares may dilute your shareholding and sales of its Equity Shares by the company Promoters or other major shareholders may adversely affect the trading price of the Equity Shares.

• The Offer Price of its Equity Shares may not be indicative of the market price of the company Equity Shares after the Offer and the market price of its Equity Shares may decline below the Offer Price and you may not be able to sell your Equity Shares at or above the Offer Price.

• You may be subject to Indian taxes arising out of capital gains on the sale of its Equity Shares.

• There have been some delays in payment of Statutory dues like GST and EPF by the Company which may adversely affect its operations and financial conditions.

• The degree / certificates pertaining to the educational qualifications of one of its Directors, Sunira Chamaria (being the bachelors` degree in commerce from University of Delhi) and its Promoter who is also Managing Director of the Company, Uddhav Poddar (being the bachelors` degree in commerce from University of Delhi) are not traceable.

• The Company will not receive any proceeds from the Offer for Sale by the Selling Shareholders.