On Door Concepts

Ondoor`s E-tailing Business.

Franchisee Model.

Revenue Model of Franchise.

Operational Efficiencies.

Role of Ondoor.

Faster Build-up of Sales.

Revenue Model of Franchise.

The company, Promoters, and Directors are involved in certain legal proceedings and potential litigations. Any adverse decision in such proceedings may render it/them liable to liabilities/penalties which may adversely affect its business, financial condition and results of operations.

The company has a history of net losses and its anticipate that may continue in the future.

The company requires high working capital for the smooth day to day operations of business and any discontinuance or the company inability to procure adequate working capital timely and on favorable terms may have an adverse effect on its operations, profitability, and growth prospects.

If the company is unable to offer discounted prices constantly according to the pricing strategy, its risk losing the advantage and a substantial portion of the company customers which will adversely affect its business, financial condition and results of operations. Further, in case of shortages, the company suppliers may increase prices of products beyond the control due to which its may lose the competitive advantage.

If the company is unable to enter into long-term leasehold arrangements or enter into rental agreements at locations suitable for new stores, warehousing or packing centres for the expansion at terms commercially beneficial to it, it may adversely affect the expansion and growth plans.

The company`s inability to manage its inventory effectively and at optimum level in the stores may impact its business and operations adversely.

The company`s ability to attract customers is dependent on the location of the stores and identification of new stores in new locations, in case of improper identification or non-performance of store or franchise partner, the company stores may not achieve expected level of profitability, it will adversely affect its business, financial condition and results of operations.

If the company is unable to effectively manage the expanded operations or pursue its growth strategy, the company business plan and expansion strategies may not achieve its expected level of profitability which may adversely affect the company business prospects, financial condition and results of operations.

Its Inability to promptly identify and effectively respond to changing customer preferences and spending patterns in a timely manner, the demand for the products could decrease, among the company customers, which may adversely affect its business.

The company may not be successful in maintaining and enhancing awareness of the brands. Any fall in the company brand`s reputation may adversely affect its business, results of operations and prospects.

Operational risks are inherent in the company business as it includes rendering services at high quality standards. A failure to manage such risks could have an adverse impact on its business, results of operations and financial condition.

The company generated a majority of the sales from the stores in Madhya Pradesh and any adverse developments affecting its operations in this state could have an adverse impact on the company revenue and results of operations.

Inability to manage losses due to fraud, employee negligence, theft or similar incidents may have an adverse impact on it.

The company has referred to the data derived from internal Company reports and industry and government publications, publicly available information, and sources.

The company`s success depends largely upon the services of the Promoters, Managing Directors and other key managerial personnel and its ability to attract and retain them.

The company is subject to risks associated with expansion into new geographic regions.

The company operates in a highly competitive retail market and any increase in competition and its failure to compete effectively may adversely affect the company business, revenue and margin.

The company do not have definitive agreements or fixed terms of trade with most of the suppliers. Failure to successfully leverage its supplier relationships and network or to identify new suppliers could adversely affect it.

The company inability to obtain, renew or maintain its statutory and regulatory permits and approvals and other certifications required to operate the business may have a material adverse effect on the results of the company operation and business.

The company`s business relies on the performance of our information technology systems and any interruption or failure to migrate to more advanced systems in the future may have an adverse impact on its business operations and profitability.

The company technology infrastructure and the technology infrastructure of its third-party providers are susceptible to security breaches and cyber- attacks. This could potentially result in damage to the operations, employees, customers, third-party providers, the company reputation and adversely affect its financial condition, cash flows and results of operations.

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`. Any shortfall in raising / meeting the same could adversely affect our growth plans, operations, and financial performance.

The company relies on the performance of third parties, including third party franchisee Stores, for a portion of its business, and any deficiency in services provided by them could adversely affect the company business and reputation.

The compay is dependent on third parties for the manufacturing and production of all the products its sell. Any failure of such third parties to adhere to the relevant standards may have a negative effect on the reputation, business and financial condition.

The company depends on third parties for a major portion of the transportation needs, any disruptions in their services, may adversely affect its operations.

The company operates the stores from premises that its do not own but are taken by it on leases or on leave and license basis. The company inability to renew the lease/ leave and license agreements or any adverse impact on the title or ownership rights of the landlords in relation to these premises may impede the company operations and may require additional expenditure to move to a new premise.

The company is dependent upon few suppliers for the material requirements of its trading business.

If the company fail to acquire new customers or retain existing consumers or fails to maintain average spend per customer, its may not be able to sustain the company revenue base and margins, which would have a material adverse effect on its business and results of operations.

The sale of the company own brand products subjects us to unique risks and heightens certain other risks.

There have been instances in the past of litigation due to perceived deficiency in the products the company sell, and its may face potential liabilities in the future from lawsuits or claims from third parties, should they perceive any deficiency in products the company sell, which may adversely impact its business and financial condition.

The company`s business is manpower intensive and a high attrition of skilled and trained manpower, may adversely affect the business.

The company do not own the Registered Office from which its operate.

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

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

The company funding requirements and deployment of the issue proceeds are based on management estimates and have not been independently appraised by any bank or financial institution.

The Company`s management will have flexibility in utilizing the Net Proceeds. There is no monitoring agency appointed by the Company and the deployment of funds is at the discretion of the Management and the Board of Directors, though it shall be monitored by the Audit Committee.

The company has experienced negative cash flows in the past. Any such negative cash flows in the future could adversely affect its business, results of operations and prospects.

The company has contingent liabilities as per Ind AS 37 as at March 31, 2023. If any of these actually occur, they may adversely impact its profitability and may have a material adverse effect on the results of operations and financial condition.

The Company has availed certain unsecured loans from the Promoters and Promoter Group and other entities that are recallable by them at any time.

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 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 the financing arrangements.

The company Insurance cover may be inadequate to protect it fully from all losses and damages which in turn would adversely affect its financial condition and results of operations.

The company will continue to be controlled by the Promoters after the completion of the Issue.

The requirements of being a listed company may strain its resources.