Marc Loire

Focus on Quality.

Expand its Footprint.

Strengthen its Brand Identity.

Innovate its Footwear Products.

Market Penetration.

Focusing on Strategic Working Capital Management.

Widen its Product Portfolio.

The Company, Directors, Promoters and Group Companies are parties to certain legal proceedings. Any adverse decision in such proceedings may have a material adverse effect on its business, results of operations and financial condition.

If the company is unable to successfully implement its proposed expansion plans; the company results of operations and financial condition could be adversely affected.

The Company is yet to place orders for Interior Work and Civil Interior, Electrical Fittings, Electrical Works, CCTV Systems, Music Systems, Laptop, Printer, UPS etc. Any delay in placing orders or procurement of such items may delay the schedule of implementation and possibly increase the cost of commencing operations.

The Company is yet to execute lease/rent agreements for its proposed 15 Exclusive Brand Outlets (EBOs)

The availability of look-alikes, counterfeit products, primarily in its domestic markets, manufactured by other companies and passed off as the company products, could adversely affect its goodwill and results of operations.

The Company may not be able to obtain sufficient quantities or desired quality of finished products from outsourced vendors in a timely manner or at acceptable prices, which could adversely affect its retail business, financial condition and results of operation.

Its cost of procurement of products from outsourced vendors or cost of manufacture of products using contract manufacturers may increase in the future. Any inability to pass on costs to consumers and distributors, may result in reduction in its margins.

The Company had negative cash flow in recent fiscals, details of which are given below. Sustained negative cash flow could adversely impact its business, financial condition and results of operations.

There are certain discrepancies/errors noticed and instances of delays/incorrect filings in the past with ROC/Statutory Authorities.

There have been some instances of delayed filing of returns and depositing of statutory dues with regulatory authorities"

Its inability to maintain an optimal level of inventory in the company stores may impact its operations adversely.

If the company is unable to maintain and enhance the `Marc Loire` brand, the sales of its products may suffer which would have a material adverse effect on the company financial condition and results of operations.

If any new products or brands that the company launch are not as successful as its anticipate, the company business, results of operations and financial condition may be adversely affected.

Its results of operations may be materially adversely affected by the company failures to anticipate and respond to changes in fashion trends and consumer preferences in a timely manner.

Current trends of discounting and price competition could lead to consumers getting habituated to price driven purchases and reduce the attraction of brands in the minds of consumers, impacting its business operations and profitability.

The company depends on third parties for a major portion of its transportation needs. Any disruptions may adversely affect the company operations, profitability, reputation and market position.

The company operates in a highly competitive environment and may not be able to maintain our market position, which may adversely impact its business, results of operations and financial condition.

Its may incur significant advertising and marketing costs to promote the company brand and sub-brands in the future.

The company is dependent on third-parties for the manufacturing of all the products we sell. Any disruptions at such third-party manufacturing facilities, or failures of such third-parties to adhere to the relevant quality standards may have a negative effect on its reputation, business and financial condition.

Its may faces negative impact if the quality of its products does not meet the company customers` expectations, in which case its sales and operating earnings, and ultimately the company reputation, could be affected.

The company generates majority portion of sales from its operations in certain geographical regions and any adverse developments affecting its operations in these regions could have an adverse impact on the company revenue and results of operations.

Its warehouses are located in Delhi, and any adverse development affecting such region may have an adverse effect on its business, prospects, financial condition and results of operations.

The average cost of acquisition of Equity Shares by its Promoters is lower than the Issue Price.

The company has issued Equity Shares in the last 12 (twelve) months at a price which is lower than the Issue Price.

The company does not own certain premises which its use for the purpose of the company business operations.

Some portion of its sales generated from Shop-in-Shop Stores (SiS). Any disruption with these stores may affect the company revenue, brand recognition and business prospects.

General economic and market conditions in India and globally could have a material adverse effect on its business, financial condition, cash flows, results of operations and prospects.

Its business is subject to seasonal and other fluctuations that may affect its cash flows and business operations.

The Company has entered into certain related party transactions and may continue to do so in the future.

Its lenders have charge over the company movable properties, book debts, stocks in respect of finance availed by it.

Its insurance coverage may not be adequate to protect the company against certain operating hazards and this may have a material adverse effect on its business.

Its Promoters have provided personal guarantees for loans availed by the Company. Irts business, financial condition, results of operations, cash flows and prospects may be adversely affected by the invocation of all or any personal guarantees provided by its Promoter.

Its operations are subject to high working capital requirements. If the company is unable to generate sufficient cash flows to allow it to make required payments, there may be an adverse effect on its results of operations.

Certain of its Group Entities may have conflicts of interest as they are engaged in similar business and may compete with the company.

Its ability to protect or use intellectual property right may adversely affect the company business.

Its directors and certain Key Management Personnel hold Equity Shares in the Company and are therefore interested in the Company`s performance in addition to their remuneration and reimbursement of expenses.

The future operating results are difficult to predict and may fluctuate or adversely vary from the past performance.

The company has not made any alternate arrangements for meeting its regular working capital requirements. If the company is unable to manage/arrange funds (including at short notice) to meet its working capital requirements, there may be an adverse effect on its results of operations and financial performance.

The company is subject to risks arising from interest rate fluctuations, which could adversely affect its business, financial condition and results of operations.

In addition to its existing indebtedness for the company operations, its may be required to obtain further loan during the course of business. There can be no assurance that the company would be able to service its existing and/or additional indebtedness.

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

The company is subject to certain government regulation and if the company fails to obtain, maintain or renew its statutory and regulatory licenses, permits and approvals required to operate the company business, its business and results of operations may be adversely affected.

If the company is unable to source business opportunities effectively, we may not achieve its financial objectives.

Its success depends largely on the company Directors, Promoters and other key managerial personnel and the loss of or its inability to attract or retain such persons with specialized technical know-how could adversely affect its business, results of operations, cash flows and financial condition.

The company could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could adversely affect its financial condition, results of operations and reputation.

Its may not be successful in implementing the company business strategies.

Brand recognition is important to the success of its business, and our inability to build and maintain the company brand names will harm its business, financial condition and results of operation.

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

Major fraud, lapses of internal control or system failures could adversely impact the company`s business.

Portion of its Issue Proceeds are proposed to be utilized for general corporate purposes which constitute 17.78% of the Issue Proceed.

Upon completion of the Issue, its Promoters may continue to retain significant control, which will allow them to influence the outcome of matters submitted to the shareholders for approval.

Within the parameters as mentioned in the chapter titled "Objects of this Issue" beginning on page 69 of this Prospectus, the Company`s management will have flexibility in applying the proceeds of this Issue subject to applicable laws. The fund requirement and deployment mentioned in the Objects of this Issue have not been appraised by any bank or financial institution.

Industry information included in this prospectus has been derived from www.ibef.org. There can be no assurance that such third-party statistical, financial and other industry information is either complete or accurate.

The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency and shall be purely dependent on the discretion of the management of the Company.

Some of the KMPs is associated with the company for less than one year.

In the event there is any delay in the completion of the Issue, there would be a corresponding delay in the completion of the objects of this Issue which would in turn affect our revenues and results of operations.

There is no guarantee that our Equity Shares will be listed on the SME Platform of BSE Limited in a timely manner or at all.

After this Issue, the price of its Equity Shares may be volatile, or an active trading market for the company Equity Shares may not be sustained.

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

The investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase in the Issue.

There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a shareholder`s ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.

Any future issuance of Equity Shares may dilute the investors` shareholdings or sales of its Equity Shares by the company Promoters or Promoter Group may adversely affect the trading price of its Equity Shares.

The Company has not paid any dividends till now and there can be no assurance that the company will pay dividends in future.

Applicants to this Issue are not allowed to withdraw their Applications after the Issue Closing Date.

The investors may be restricted in their ability to exercise pre-emptive rights under Indian law and may be adversely affected by future dilution of their ownership position.

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

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

Its Equity Shares are quoted in Indian Rupees in India, and therefore investors may be subject to potential losses arising out of exchange rate risk on the Indian Rupee and risks associated with the conversion of Indian Rupee proceeds into foreign currency.