Retaggio Indust.

Enhancing Operating Effectiveness & efficiency.

Consistently meeting the purity and quality.

To reap the benefit by enhancing manufacturing capacities.

Maintain its focus to strengthen customer relationship.

Increase Brand awareness.

Building-up as a Professional Organisation.

Continue to attract and retain talent.

There are outstanding legal proceedings involving the Company, Promoters and Directors. Any adverse decision in such proceeding may have a material adverse effect on its business, results of operations and financial condition.

Demand for its products may decrease due to changes in consumer preferences and fashion habits, which could have a material adverse effect on its business, results of operations, and financial condition.

Jewellery and often perceived as luxury purchases. Any factor negatively impacting discretionary spending by consumers may adversely affect its business, results of operations, financial condition and prospects.

The non-availability or high cost of quality gold bullion, silver, diamonds and other precious and semiprecious stones may have an adverse effect on its business, results of operations and financial condition.

Fluctuation in prices, non-availability or high cost of quality of gold, silver, diamonds and other precious and semi-precious stones may have an adverse effect on its business, results of operations and financial condition.

The company does not register its Jewellery designs under the Designs Act, 2000 and its may lose income if its designs are duplicated by competitors. The company`s Jewellery is designed by its job workers.

The Company has been formed specifically for the purpose of acquisition of the business of M/s Vaibhav Gems (Proprietorship firm of its Promoter) thus the company has limited operating history as a Company which may make it difficult for investors to evaluate its historical performance or future prospects.

The company generally do business with its customers on purchase order basis and does not enter into long term contracts with most of them.

Business Transfer Agreement executed between M/s Vaibhav Gems and the Company contains some restrictive covenants with certain terms and conditions. Inability to effectively service / comply the terms and conditions, comply with or obtain waivers of some covenants, as the case may be, may adversely affect its business, results of operations and financial conditions.

Its income and sales are subject to seasonal fluctuations and lower income in a peak season may have a disproportionate effect on its results of operations.

The Company owns the premises where its registered office is situated, and Deed of Transfer and Assignment have been executed for the same, but it is not yet registered. Any termination or dispute in relation to this Deed of Transfer and Assignment may have an adverse effect on its business operations and results thereof.

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`s business, financial condition and results of operations.

Its business is capital intensive. If the company experience insufficient cash flows to meet required payments on its debt and working capital requirements, there may be an adverse effect on its operations.

Heavy dependence on its Promoters for the continued success of the company`s business through his continuing services, strategic guidance and support.

The company requires a number of approvals, NOCs, licenses, registrations and permits in the ordinary course of its business. Some of the approvals are required to be obtained by its Issuer Company and any failure or delay in obtaining the same in a timely manner may adversely affect its operations.

The Company has not taken any insurance which may expose the company from potential losses to which its may be subject to risk and this may have a material effect on its business and financial condition.

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

If the company fail to cost-effectively turn existing customers into repeat customers or to acquire new customers, its business, financial condition, and results of operations would be harmed.

The company has been recently incorporated as company and any non-compliance with the provisions of Companies Act, 2013 may attract penalties against the Company which could impact its financial and operational performance and reputation.

There are certain discrepancies / errors 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 authorities in future for non-compliance with provisions of corporate and other law could impact the financial position of the Company to that extent.

If the company is not able to obtain, renew or maintain the statutory and regulatory permits and approvals required to operate its business it may have a material adverse effect on the company`s business.

The company has not filed return of Professional tax returns.

Too much Geographical concentration of its Business in one location can impact the company`s Business.

Breakdown of machinery and / or equipment used for the purpose of manufacturing process.

If the company is unable to respond to the demands of its existing and new clients, or adapt to technological changes or advances, its business and growth could be adversely affected.

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

The company continue to explore the diversification of its business and the implementation of new services. These diversifications and its other strategic initiatives may not be successful, which may adversely affect its business and results of operations.

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.

Any deficiency in its products could make the Company liable for customer claims, which in turn could affect the Company`s results of operations.

Activities involving its manufacturing process can be dangerous and can cause injury to people or property in certain circumstances.

The company faces intense competition in its businesses, which may limit the company`s growth and prospects. The Company faces significant competition from other companies in Gems and Jewellery Industry.

Its inability to manage growth could disrupt the company`s business and reduce its profitability. The company propose to expand its business activities in coming financial years.

The Company has a negative cash flow in its operating activities of the Company in the Financial year ended on March 31, 2023 and March 31, 2022, Investing activities of the Company in the period ended on October 31, 2023 & Financial year ended on March 31, 2023 details of which are given below. The Proprietorship has a negative cash flow in its Investing Activities in the Financial year ended on March 31, 2022 and Financing Activities in the period ended on November 03, 2023 and Financial year ended on March 31, 2022 & March 31, 2021. Sustained negative cash flow could impact its growth and business.

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

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

Significant disruptions in its information technology systems or breaches of data security could adversely affect the company`s business and reputation.

The nature of its business exposes it to liability claims and contract disputes and the company indemnities may not adequately protect it. Any liability in excess of its reserves or indemnities could result in additional costs, which would reduce its profits.

Employee fraud or misconduct could harm it by impairing its ability to attract and retain clients and subject it to significant legal liability and reputational harm.

The average cost of acquisition of Equity Shares by its Promoters is lower than the issue price.

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

Its Promoters and Promoter Group will continue to retain majority control over the Company after the Issue, which will allow them to influence the outcome of matters submitted to shareholders for approval.

The company is dependent on a number of Key Managerial Personnel and its senior management, and the loss of, or its inability to attract or retain such persons could adversely affect its business, results of operations and financial condition.

Its operating expenses include overheads that may remain fixed in the medium term. In case there is any decline in its operating performance, the company may be unable to reduce such expenses.

Delays or defaults in payments from its clients could result into a constraint on the company`s cash flows. The efficiency and growth of its business depends on timely payments received from our clients.

The shortage or non-availability of power facilities may adversely affect its business processes and have an adverse impact on the company`s results of operations and financial condition.

There are no alternate arrangements for meeting its requirements for the Objects of the Issue. Any shortfall in raising / meeting the same could adversely affect its growth plans, operations and financial performance.

Its ability to pay dividends in the future will depends upon the company`s future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in its financing arrangements.

Any future acquisitions, joint ventures, partnerships, strategic alliances, tie-ups or investments could fail to achieve expected synergies and may disrupt its business and harm the results of operations and the company`s financial condition.

Its future funds requirements, in the form of fresh issue of capital or securities and / or loans taken by it, may be prejudicial to the interest of the shareholders depending upon the terms on which they are eventually raised.

Its lenders have imposed certain restrictive conditions on it under its financing arrangements. Under the company`s financing arrangements, the company is required to obtain the prior, written lender consent for, among other matters, changes in its capital structure, and formulation of a scheme of amalgamation or reconstruction and entering into any other borrowing arrangement. Further, the company is required to maintain certain financial ratios.

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

There is no guarantee that its Equity Shares will be listed on the Stock Exchanges in a timely manner or at all.

Excessive reliance on its information technology systems and their failure could harm its relationship with customers, expose it to lawsuits or administrative sanctions or otherwise adversely affect its provision of service to customers and its internal operation.

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.

Negative publicity could adversely affect its revenue model and profitability.

Industry information included in this Draft Prospectus has been derived from industry reports commissioned by it for such purpose. There can be no assurance that such third-party statistical, financial and other industry information is either complete or accurate.

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

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

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

You will not be able to sell immediately on Stock Exchange any of the Equity Shares you purchase in the Issue until the Issue receives appropriate trading permissions.

The Issue price of its Equity Shares may not be indicative of the market price of the company`s Equity shares after the issue.

Sale of Equity Shares by its Promoters or other significant shareholder(s) may adversely affect the Trading price of the Equity Shares.