Wagons Learning Ltd

Market Analysis.

Value Proposition.

Target Audience.

Content Development.

Technology Infrastructure.

Monetization Strategy.

Marketing and Distribution.

Customer Support and Engagement.

Continuous Improvement.

Partnerships and Collaborations.

The company registered office / branch office is not owned and the same is taken on lease. Any termination of such lease/license and/or non- renewal thereof and attachment by property owner could adversely affect its operations.

The company`s registered office / branch office is not owned and the same is taken on lease. Any termination of such lease deed/license and/or non-renewal thereof and attachment by property owner could adversely affect its operations.

The Company may not have complied with certain statutory provisions of the Companies Act, 2013. Such non-compliances / lapses may attract penalties and prosecution against the Company and its directors which could impact on the financial position of the Company to that extent.

The Company may not have complied with certain statutory provisions of the Companies Act, 2013. Such non- compliances / lapses may attract penalties and prosecution against the Company and its directors which could impact on the financial position of the Company to that extent.

In the past, there have been instances of delays in filings of certain returns which were required to be filed as per the reporting requirements under the Goods & Service Act, 2017 and The Employees` Provident Funds and Miscellaneous Provisions Act, 1952.

In the past, there have been instances of delays in filings of certain returns which were required to be filed as per the reporting requirements under the Goods & Service Act, 2017 and The Employees` Provident Funds and Miscellaneous Provisions Act, 1952.

Conflict of interest may arise out of common business objects with group companies.

A significant portion of our revenue is sourced from the Banking, Financial Service and Insurance (BFSI) sector client. Inability to manage and attract more client could adversely impact our business, results of operations and financial conditions.

The company`s working capital requirements are significant and subject to variations in trade receivable and trade payable cycles, and any adverse change in collection efficiency, payment terms, or funding availability may adversely affect its liquidity, cash flows, and financial condition.

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

The proposed Skill Intelligence Portal and Digital Learning Library are dependent on rapidly evolving technologies, and any technological obsolescence or inability to upgrade may adversely affect their commercial viability.

Its major revenue is sourced from Banking, Financial Service and Insurance (BFSI) sector clients. The company inability or failures to manage and attract more clients could adversely affect its business.

The successful development of the Skill Intelligence Portal and Digital Learning Library is dependent on the availability and retention of skilled personnel and any disruption in these resources may adversely affect project execution.

The Company has issued Phantom Stocks to its employees. Whenever the Phantom stocks are exercised by the employees, it might impact the revenue of the Company.

The Company has issued Phantom Stock Units to employees. Exercise of these units may result in financial outflows which could adversely impact the company`s results of operations and financial condition.

Significant security breaches in its software, data and network infrastructure and fraud could adversely impact the company business.

Significant security breaches in the company`s software, data and network infrastructure and fraud could adversely impact its business.

The Company has not obtained any intellectual right for its online courses, software`s, training modules and other training material.

The Company had negative cash flows in the past years, details of which are given below. Sustained negative cash flow could impact its growth and business.

As on the date of Draft Prospectus, Company has not obtained any intellectual right for its online courses, software`s, training modules and other training material

Its may not be sufficiently protected or insured for certain losses that the company may incur or claims that its may face against the company.

The company`s Promoters has extended personal guarantee in connection with some of our debt facilities to the Company. There can be no assurance that such personal guarantee will be continued to be provided by its Promoters in future or can be called at any time, affecting the financial arrangements.

Its Promoters play a key role in the company functioning, and its heavily relies on their knowledge and experience in operating its business and therefore, it is critical for the company business that its Promoter and Directors remain associated with the company. Its success also depends upon the services of the company key managerial personnel and its ability to attract and retain key managerial personnel and the company inability to attract them may affect its operations.

The company may not be adequately protected or insured against certain losses or claims.

The Company undertake Corporate Social Responsibility (CSR) projects of the clients from Private and Public Sector including Government. Any slowdown in the economy may impact revenue of the Company.

The Company undertake Corporate Social Responsibility (CSR) projects of the clients from Private and Public Sector including Government. Any slowdown in the economy may have an adverse impact on its revenue and financial condition.

Its revenues and profitability vary across the company business verticals, thereby making its future financial results less predictable.

The company`s revenues and profitability vary across its business verticals, thereby making the company`s future financial results less predictable.

The company has entered into strategic partnership and collaboration with various institutions for providing accreditation and certification.

The company has entered into collaborations with various institutions for providing accreditation and certification. In the absence of such accreditations, the company may not be able to attract the same level of enrolments, which could adversely affect its business operations and growth prospects

The company`s failures to perform in accordance with client-specified standards may result in loss of business, compensation obligations, or other liabilities.

Any failures to attract and retain qualified associates who meet the training requirements of its clients may adversely affect the company business prospects, reputation and future financial performance.

Two of the company`sr Directors have outstanding claims under them under the Income Tax, 1961.

The Company is engaged in development of new courses and modules for employees of large and medium scale corporates for imparting of training for soft skill development. If the company is unable to attract employees for new courses and modules developed by it, the company may not be able to justify the expenditure of the IPO proceeds.

The company is highly dependent on the knowledge, experience and services of our Promoters, directors, Key managerial personnel and members of senior management. Any loss of their services may impair its ability to operate effectively and may have an adverse impact on the company`s business and financial condition.

If the company is not successful in executing its strategy to increase its sales to new customers and generate new engagements, the company results of operations may suffer.

Any failures to attract and retain qualified associates who meet the training requirements of the company`s clients may adversely affect its business prospects, reputation and future financial performance.

The Company requires a significant amount of working capital for a continuing growth. Its inability to meet the company working capital requirements may adversely affect its results of operations.

Our Company`s inability to attract sufficient participation in newly developed courses and modules may adversely affect the justification of effective deployment of IPO proceeds.

The company failures to perform in accordance with the standards prescribed in work order of its client could result in loss of business or compensation payment.

The Company has experienced negative cash flows in the past, and sustained negative cash flows may adversely impact its business operations, financial condition, and the trading price of the company`s Equity.

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

The Company`s Inability to Successfully Execute its Client Acquisition and Engagement Strategy May Adversely Impact its Results of Operations.

Maintaining the Company image and reputation in the industry is critical to its success, and any failure to do so could damage our reputation and brand.

Its present promoters of the Company are first generation entrepreneurs, their limited experience may restrain the growth of the Company.

The Company requires a significant amount of working capital for a continuing growth. the company`s inability to meet its working capital requirements may adversely affect the company`s business and financial performance.

The company faces competition in the company`s business from organized and unorganized players. Any inability to compete effectively may lead to a lower market share or reduced operating margins.

The Company is subject to foreign exchange control regulations which can pose a risk of currency fluctuations.

Degree certificates of some of the company`s Directors/SMPs are not traceable.

In addition to normal remuneration, other benefits and reimbursement of expenses to its Promoters and Directors; they are interested to the extent of their shareholding and dividend entitlement thereon in the Company and for the transactions entered into between the Company and themselves as well as between the Company and its Group Companies/Entities. The Company in future may enter in related party transactions subject to necessary compliances.

The company`s success is dependent on the quality of content and delivery of courses and programs of employee training. Any negative publicity on the courses and programs will have an impact on its ability to engage clients.

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

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

Business operation and stability depends on many factors, its may not be able to effectively implement the company business and growth strategy.

The Company is subject to foreign exchange regulations and may be exposed to risks arising from currency fluctuations in connection with international transactions.

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

The company`s Promoters and Directors have interests in the Company beyond remuneration, and future related party transactions may affect its financial condition.

Any variation in the utilisation of the Net Proceeds or in the terms of any contract as disclosed in the Red Herring Prospectus would be subject to certain compliance requirements, including prior shareholders` approval.

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.

The company`s Promoters and major shareholders will continue to jointly retain majority control over the Company after the Offer, which will allow them to determine the outcome of matters submitted to shareholders for approval.

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

The company`s ability to successfully implement its business and growth strategy is critical to the company`s future performance, and any failures to do so may adversely affect its results of operations.

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

Future issuance of Equity Shares may result in dilution of shareholding, and sales of Equity Shares by the Promoter or major shareholders may adversely impact the trading price.

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

Any variation in the utilization of the Net Proceeds or modification of the terms of contracts disclosed in the Draft Prospectus shall be subject to statutory compliance, including obtaining prior approval of shareholders.

The average cost of acquisition of Equity shares by its Promoters is lower than the Offer price.

The Offer Price of the company`s Equity Shares may not be indicative of the market price of its Equity Shares after the Offer and the market price of the company`s 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.

The company`s ability to declare and pay dividends in the future will depend on its earnings, financial condition, cash flows, working capital requirements, capital expenditures, and any restrictive covenants under the company`s financing arrangements.

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

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

The Company`s future funding requirements, in the form of further issue of capital or other securities and/or loans that might be availed by it, may turn out to be prejudicial to the interest of the shareholders depending upon the terms and conditions on which they are raised.

Capital gains arising from the sale of Equity Shares may be subject to taxation in India.

The average cost of acquisition of Equity shares by the company`s Promoters is lower than the Offer price.

Within the parameters mentioned in the chapter titled "Objects of this Offer" of this Red Herring Prospectus, the Company`s management will have flexibility in applying the proceeds of this Offer. The fund requirement and deployment mentioned in the Objects of this Offer have not been appraised by any bank or financial institution.

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

The company has not identified any alternate source of raising the funds required for the object of the Offer and the deployment of funds is entirely at its discretion and as per the details mentioned in the section titled "Objects of the Offer".

The company has not identified any alternate source of raising the funds required for the object of the Offer and the deployment of funds is entirely at its discretion and as per the details mentioned in the section titled "Objects of the Offer".

The requirements of being a public listed company may strain the company`s resources and impose additional requirements.

The Company`s future funding requirements may involve further issuance of capital or availing of debt, which could adversely affect the interests of existing shareholders.

Discretion in the deployment of Net Proceeds and absence of third-party appraisal may adversely affect its business and financial condition.

Absence of identified alternate financing arrangements for the stated objects of the Offer may adversely impact the company`s growth and profitability.

Any failures to obtain, renew and maintain requisite statutory and regulatory permits, licenses and approvals for the company`s operation from time to time may adversely affect its business.

The Company, promoters, directors may become involved in legal proceedings in the future, which, if determined against them, could have material adverse effect in our business, cash flows, financial conditions and results of operations.

Inability to maintain adequate internal controls may affect the company`s ability to effectively manage its operations resulting in error or information lapse.

The company may be unable to enforce our rights under some of its agreements on account of inadequate stamping and not registering the agreements or other reasons.

The company has a large work force and our employee benefit expense is one of the larger components of our fixed operating costs. An increase in the employee benefit expense could reduce profitability. Further, the company`s operations could be adversely affected by work stoppages or increased wage demands by its employees or any other kind of disputes with the company`s employees

The company has a large work force and its remployee benefit expense is one of the larger components of the company`s fixed operating costs. An increase in the employee benefit expense could reduce profitability. Further, the company`soperations could be adversely affected by work stoppages or increased wage demands by its employees or any other kind of disputes with our employees