N R Vandana

Wide Geographic Presence.

Strong Distribution Network.

Digital Sales Growth.

Product portfolio.

Supplier network enabling procurement at predicable and competitive pricing, leading to an overall efficient cycle.

Long Standing Relationship with job workers.

Experienced management team with a proven track record.

There are certain outstanding legal proceeding involving its Promoter and Promoter Entities which may adversely affect the company business, financial condition and results of operations.

Its business is highly concentrated on the sale of women`s sarees and is vulnerable to variations in demand and changes in consumer preference, could have an adverse effect on its business, results of operations and financial condition.

The company is dependent on job workers for manufacturing of its Products, any disruption to the company operations on account of Job work may have an effect on its business, results of operations and financial condition.

The company Business is dependent on network of wholesalers. The company top ten wholesalers contribute about 25.99%, 17.49% & 16.96% and 24.78% of its revenues from operations for period ended June 30, 2024 and for the year ended March 31, 2024, March 31, 2023 and March 31, 2022. Any loss of business from one or more of them may adversely affect its revenues and profitability.

The company is dependent upon few suppliers for the material requirements of its business. Further, the company does not have definitive agreements or fixed terms of trade with most of its suppliers. Failures to successfully leverage the company relationships with existing suppliers or to identify new suppliers could adversely affect its business operations.

Any disruptions to the supply, or increases in the pricing, of the raw materials and finished products that the company outsource, may adversely affect the supply and pricing of its products and, in turn, adversely affect the company business, cash flows, financial condition and results of operations.

The company relies on its relationships with certain marketplaces and web traffic drivers for sales through its online channel.

The Company is dependent on third party transportation providers for the delivery of raw materials and finished products. Accordingly, continuing increases in transportation costs or unavailability of transportation services for its products, as well the extent and reliability of Indian infrastructure may have an adverse effect on the Company`s reputation, business, financial condition, results of operations and prospects.

Its manufacturing activities are labour intensive and depend on availability of skilled and unskilled labourers in large numbers. In case of unavailability of such labourers and / or inability to retain such personnel, its business operations could be affected.

The company does not own the premises in which its manufacturing units and warehouses are located and the same are on lease arrangement. Any termination of such lease/license and/or non-renewal thereof and attachment by Property Owner could adversely affect its operations.

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.

There are certain discrepancies and non- compliances noticed in some of its corporate records relating to forms filed with the Registrar of Companies.

There have been several instances of delay/ default in payment of statutory dues and filing of statutory returns by the Company in the past.

Its net cash flows from operating, activities have been negative in some years in the past. Any negative cash flow in the future may affect its liquidity and financial condition.

The company net cash flows from operating, activities have been negative in some years in the past. Any negative cash flow in the future may affect its liquidity and financial condition.

Its inability to accurately forecast demand for the company products and manage its inventory may have an adverse effect on the company business, financial condition, results of operations and cash flows.

Any IT system failures or lapses on part of any of its employees may lead to operational interruption, liabilities or reputational harm.

Its may not be able to prevent unauthorised use of trademarks obtained/ applied for by third parties, which may lead to the dilution of its goodwill.

Its financing agreements contain covenants that limit the company flexibility in operating its business. The company inability to meet its obligations, including financial and other covenants under its debt financing arrangements could adversely affect its business, results of operations and financial condition.

Its business is dependent on the company operating facility in Kolkata. The loss or shutdown of its facilities could have a material adverse effect on its business, financial condition and results of operations.

Its insurance coverage may not adequately protect the company against all material hazards, which may adversely affect its business, results of operations and financial condition.

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 sales are subject to seasonal variations that could result in fluctuations in the company results of operations.

The company business requires it to obtain and renew certain registrations, licenses and permits from government and regulatory authorities and the failures to obtain and renew them in a timely manner may adversely affect its business operations.

Unsecured loans taken by the Company can be recalled by the lenders at any time.

Any failures in its quality control processes may have an adverse effect on the company business, results of operations and financial condition.

The company faces competition in its business from organized and unorganized players, which may adversely affect its business operations and financial condition.

The company inability to effectively manage its growth or to successfully implement the company business plan and growth strategies could have an adverse effect on its business, results of operations and financial condition. The success of its business will depends greatly on the company ability to effectively implement its business and growth strategies.

If the company is subject to any fraud, theft, or embezzlement by its employees or job workers, it could adversely affect its reputation, results of operations 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.

Any failures or significant weakness of its internal controls system could cause operational errors or incidents of fraud, which would adversely affect its profitability and reputation.

The determination of the Price Band is based on various factors and assumptions and the Issue Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Issue.

Any inability to address changing industry standards and consumer trends may adversely affect its business, results of operations and financial condition.

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

Its funding requirements and the proposed deployment of Net Proceeds are not appraised by any independent agency, which may affect the company business and results of operations.

There may be potential conflicts of interest if its Promoters or Directors get involved in any business activities that compete with or are in the same line of activity as its business operations.

The company success largely depends upon the knowledge and experience of its Promoters, Directors, the company Key Managerial Personnel and Senior Management as well as its ability to attract and retain personnel with technical expertise. Any loss of the company Promoter, Directors, Key Managerial Personnel, Senior Management or its ability to attract and retain them and other personnel with technical expertise could adversely affect its business, financial condition and results of operations.

In addition to normal remuneration or benefits and reimbursement of expenses, some of its directors and key managerial personnel are interested in the Company to the extent of their shareholding and dividend entitlement in the Company.

None of its Directors possess experience of being on the board of any listed company.

The company has not commissioned an industry report for the disclosures made in the chapter titled "Industry Overview" and made disclosures on the basis of the data available on the internet.

The company has not made any alternate arrangements for meeting its capital requirements for the Objects of the Issue. Further the company have not identified any alternate source of financing the `objects of the Issue`.

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

The continuing effect of the COVID-19 pandemic on its business and operations is highly uncertain and cannot be predicted.

Any variation in the utilization of the Net Proceeds as disclosed in this Prospectus shall be subject to certain compliance requirements, including prior Shareholders` approval.

The requirements of being a public listed company may strain its resources and impose additional requirements.

Its business is highly concentrated on the sale of women`s sarees and is vulnerable to variations in demand and changes in consumer preference, could have an adverse effect on its business, results of operations and financial condition.

The company is dependent on job workers for manufacturing of its Products, any disruption to the company operations on account of Job work may have an effect on its business, results of operations and financial condition.

Any downgrading of its credit rating by a domestic or international credit rating agency may increase interest rates for its future borrowings, which would increase the company cost of borrowings, and adversely affect its ability to borrow on a competitive basis.

Any inability to address changing industry standards and consumer trends may adversely affect its business, results of operations and financial condition.

The company is dependent upon few suppliers for the material requirements of its business. Further, the company does not have definitive agreements or fixed terms of trade with most of its suppliers. Failures to successfully leverage its relationships with existing suppliers or to identify new suppliers could adversely affect its business operations.

Any disruptions to the supply, or increases in the pricing, of the raw materials and finished products that we outsource, may adversely affect the supply and pricing of our products and, in turn, adversely affect our business, cash flows, financial condition and results of operations.

The company relies on its relationships with certain marketplaces and web traffic drivers for sales through its online channel.

The Company is dependent on third party transportation providers for the delivery of raw materials and finished products. Accordingly, continuing increases in transportation costs or unavailability of transportation services for its products, as well the extent and reliability of Indian infrastructure may have an adverse effect on the Company`s reputation, business, financial condition, results of operations and prospects.

The Company`s manufacturing activities are labour intensive and depend on availability of skilled and unskilled labourers in large numbers. In case of unavailability of such labourers and / or inability to retain such personnel, its business operations could be affected. The company business is subject to strikes, work stoppages and/or increased wage demands, as well as other disputes with its employees. Such instances may cause disruptions in its operations, which could materially adversely affect its business, financial condition and results of operations.

The company does not own the premises in which its manufacturing units and warehouses are located and the same are on lease arrangement. Any termination of such lease/license and/or non-renewal thereof and attachment by Property Owner could adversely affect its operations.

Its business operation designs are dependent on design team of the company apparel products. Any loss of its design team or the company ability to attract and retain them and other personnel with technical expertise could adversely affect its business, financial condition and results of operations.

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

The company generate a substantial portion of revenue from West Bengal. Any adverse developments affecting its operations in the West Bengal could have an adverse impact on its revenue and results of operations.

There are certain discrepancies and non-compliances noticed in some of its corporate records relating to forms filed with the Registrar of Companies.

There have been several instances of delay/ default in payment of statutory dues and filing of statutory returns by the Company in the past.

Its net cash flows from operating, activities have been negative in some years in the past. Any negative cash flow in the future may affect its liquidity and financial condition.

The company has working capital requirements. If its experience insufficient cash flows to make required payments on its debt or fund working capital requirements, there may be an adverse effect on its results of operations.

The Company does not have any listed peer companies for comparison of performance and therefore, investors must rely on their own examination of accounting ratios of the Company for the purposes of investment in the Issue.

Its inability to accurately forecast demand for the company products and manage its inventory may have an adverse effect on its business, financial condition, results of operations and cash flows.

Any IT system failures or lapses on part of any of its employees may lead to operational interruption, liabilities or reputational harm.

Its Business is dependent on network of wholesalers. The company top ten wholesalers contribute about 14.15%, 17.49% & 16.96% of its revenues from operations for the year ended March 31, 2025, March 31, 2024 and March 31, 2023. Any loss of business from one or more of them may adversely affect its revenues and profitability.

There are certain outstanding legal proceeding involving its Promoter and Promoter Entities which may adversely affect the company business, financial condition and results of operations.

Its may not be able to prevent unauthorised use of trademarks obtained/ applied for by third parties, which may lead to the dilution of its goodwill.

Its financing agreements contain covenants that limit the company flexibility in operating its business. The company inability to meet its obligations, including financial and other covenants under its debt financing arrangements could adversely affect its business, results of operations and financial condition.

Its business is dependent on the company operating facility in Kolkata. The loss or shutdown of its facilities could have a material adverse effect on its business, financial condition and results of operations.

Its Statutory Auditors have included certain remarks for Fiscal 2025 in their reporting under the Companies (Auditors Report) Order, 2020 and Standalone Auditors Report.

Its insurance coverage may not adequately protect the company against all material hazards, which may adversely affect its business, results of operations and financial condition.

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

Its sales are subject to seasonal variations that could result in fluctuations in its results of operations.

Its business requires the company to obtain and renew certain registrations, licenses and permits from government and regulatory authorities and the failures to obtain and renew them in a timely manner may adversely affect its business operations.

Unsecured loans availed by the Company.

Any failures in its quality control processes may have an adverse effect on its business, results of operations and financial condition.

The company faces competition in its business from organized and unorganized players, which may adversely affect its business operations and financial condition.

Its inability to effectively manage the company growth or to successfully implement its business plan and growth strategies could have an adverse effect on its business, results of operations and financial condition. The success of its business will depend greatly on its ability to effectively implement its business and growth strategies.

If the company is subject to any fraud, theft, or embezzlement by its employees or job workers, it could adversely affect its reputation, results of operations 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.

Any failures or significant weakness of its internal controls system could cause operational errors or incidents of fraud, which would adversely affect its profitability and reputation.

The determination of the Price Band is based on various factors and assumptions and the Issue Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Issue.

The company has in the past entered related party transactions and may continue to do so in the future.

The company has contingent liabilities and its financial condition could be adversely affected if any of these contingent liabilities materialize.

Health, safety, and environmental matters, including compliance with environmental laws and remediation of contamination, could result in substantially increased capital requirements and operating costs.

Its funding requirements and the proposed deployment of Net Proceeds are not appraised by any independent agency, which may affect its business and results of operations.

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

There may be potential conflicts of interest if its Promoters or Directors get involved in any business activities that compete with or are in the same line of activity as its business operations.

Its success largely depends upon the knowledge and experience of its Promoters, Directors, its Key Managerial Personnel and Senior Management as well as its ability to attract and retain personnel with technical expertise. Any loss of its Promoter, Directors, Key Managerial Personnel, Senior Management or its ability to attract and retain them and other personnel with technical expertise could adversely affect its business, financial condition and results of operations.

In addition to normal remuneration or benefits and reimbursement of expenses, some of its directors and key managerial personnel are interested in the Company to the extent of their shareholding and dividend entitlement in the Company.

None of its Directors possess experience of being on the board of any listed company.

The company has not commissioned an industry report for the disclosures made in the chapter titled "Industry Overview" and made disclosures on the basis of the data available on the internet.

The company has not made any alternate arrangements for meeting its capital requirements for the Objects of the Issue. Further the company has not identified any alternate source of financing the `Objects of the Issue`.

The continuing effect of the COVID-19 pandemic on its business and operations is highly uncertain and cannot be predicted.

Any variation in the utilization of the Net Proceeds as disclosed in this Prospectus shall be subject to certain compliance requirements, including prior Shareholders` approval.

The requirements of being a public listed company may strain its resources and impose additional requirements.