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There is outstanding litigation pending against its Corporate Promoter which, if determined adversely, could affect its business, results of operations and financial condition.
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The company is reported a restated loss for the six month period ended September 30, 2022 and may incur additional losses in the future.
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The company present promoters of the Company are first generation entrepreneur.
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The Company does not own the premises through which we conduct its business operations.
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The Company has negative cash flows from its operating, investing and its financing activities in the current and past years, details of which are given below. Sustained negative cash flow could impact its growth and business.
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The company has given Corporate Guarantee in compliance with Section 185 & 186 to D`Square Saga
LLP, which is related to promoters of the company. Any failure or inability of the LLP could impose the liability of repayment of loan to it.
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Negative profitability in one out of three previous financial years and for stub period ending on September 30, 2022.
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The company Industry is highly employee intensive industry. Thus, Employees Benefit expenses constitutes a major portion of its expenses. Such significant increase in this cost could lead to lower profitability.
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Majority of the Company`s operations are international in nature which exposes it to the risk of conducting business overseas.
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The International transactions may depend upon International sanctions. Any significant change or
restriction may adversely affect its business.
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With the object of new product offering, its may not be able to maintain historic levels of profitability in the future.
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Conflict of interest may arise out of common business objects with group companies and holding company.
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The Corporate Promoter of the Company has suffered a loss in the past.
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The company major revenue is sourced from web development. Its inability or failure to manage and attract more clients could adversely affect its business.
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As of now, the company has not conducted independent Information Technologies Audit (IT Audit) from any certified IT Auditor. Non- adherence of such audit could create threat on its corporate assets and data integrity.
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The company do not have any single software to check cost and benefit of its human resources & to manage the company dayto-day business activities such as accounting, procurement, project management, risk management and compliance, and supply chain operations. Failure to manage its resources could have an adverse effect on the company sales, profitability, cash flow and liquidity.
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The company profitability, business and commercial success is significantly dependent on its ability to successfully anticipate the industry and client requirements and utilize its resources to enhance and develop the company services that efficiently cater to its client`s specific requirements in a timely manner. Any failure on the company part to do so, may have an impact on its services, which could have an adverse effect on the company revenue, reputation, financial conditions, results of operations and cash flows.
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The company has certain contingent liabilities and its financial condition and profitability may be adversely affected if any of these contingent liabilities materialize.
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The company has in past entered into related party transactions and its may continue to do so in the future.
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The Company requires 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.
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Share Purchase Agreement dated August 02, 2019 ("SPA") and Shareholders` Agreement dated August 2, 2013 ("SHA") executed by the Company are under stamped or inadequately stamped and if any financial or judicial implication arises out of the same it may have an effect on the Company`s financial position.
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The Company has not entered into any formal binding contracts with its clients and its may not have any firm arrangements which govern the provision of services of the Company. In the event its clients choose not to source their requirements by engaging it, the company business, profitability and results of operations may be adversely affected.
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Significant security breaches in its software, data and network infrastructure and fraud could adversely impact the company business.
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The market for its AI services and blockchain developments solutions is relatively new and evolving. If the market does not develop further, develops more slowly, or in a way that the company do not expect, its business will be adversely affected.
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Any failure to exploit and grow its existing relationships within gaming ecosystem, distribution network and scale may affect its profitability and business growth.
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Any delays and/or defaults in client payments could result in increase of working capital investment and/or reduction of the Company`s profits, thereby affecting its operation and financial condition.
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The company has obtained various quality certifications for its services. The company inability to renew such accreditations in a timely manner may have an adverse impact on its business.
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If the company fail to maintain an effective system of internal controls, its may not be able to successfully manage or accurately report its financial risk.
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If the company is not successful in executing its strategy to increase its sales to new clients and generate new engagements the company results of operations may suffer.
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The company is dependent on its Individual Promoters and its management team and the loss of, or the company inability to hire, retain, train, and motivate qualified personnel could adversely affect its business, results of operations and financial condition.
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The company Individual Promoters and its Corporate Promoter have significant controlling interest over the Company and have the ability to direct its business and affairs; their interests may conflict with your interests as a shareholder. Further they have interests in the Company other than reimbursement of expenses incurred or normal remuneration or benefits.
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The Company is dependent on the demand from various industries such as real money gaming, medical, information technology, Internet of Things, aerospace and defence. Any downturn in these industries could have an adverse impact on its business, growth and results of operations.
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Acquisitions and investments may be difficult to integrate, disrupt its business and lower the company results of operations and the value of your investment.
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If the company solutions fail to deliver or perform because of any defects, delays or problems of similar nature, and if its not able to develop enhancements to solve any of the problems, the company could lose clients, become subject to service performance claims or incur significant costs.
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The company face significant amount competition from established as well as new businesses offering mobile app, website and game development, cyber security solutions and other similar services offered by it which may have a negative effect on its ability to engage new clients, retain existing clients and grow the company business.
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The Company`s performance in the past may not be an indicative factor for the Company`s future growth or performance.
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Maintaining the Company image and reputation among existing and potential clients is critical to its
success, and any failure to do so could damage the company reputation and brand.
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The Company may experience challenges with respect to labour relations, its overall operating costs and profitability could be adversely affected and its reputation could be harmed.
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The company is required to maintain certain approvals and licenses required in the ordinary course of business and the failure to obtain or renew them in a timely manner or at all may adversely affect its operations.
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If the company is unable to continue to innovate or if its fail to adapt to changes in the company industry, its business, financial condition, cash flows and results of operations would be adversely affected.
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Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.
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If the company is unable to engage new clients, retain clients at existing levels, its revenue and growth will be adversely affected.
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An inability to maintain adequate insurance cover in connection with its business may adversely affect the company operations and profitability.
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The company marketing and advertising activities may not be successful in increasing the popularity of the Company among domestic and international clients. If its marketing or advertising initiatives are not effective, this may affect the popularity of the Company.
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The company funding requirements and proposed deployment of the Net Proceeds have not been appraised by a bank or a financial institution and if there are any delays or cost overruns, its may have to incur additional cost to fund the objects of the Issue because of which its business, financial condition and results of operations may be adversely affected.
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Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, IFRS and U.S. GAAP, which may be material to investors` assessments of our financial condition, result of operations and cash flows.
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The company has not made any alternate arrangements in order to meet its capital requirements for the Objects of the Issue. Additionally, 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 its growth plans, operations and financial performance.
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The Company is subject to foreign exchange control regulations which can pose a risk of currency
fluctuations.
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The company ability to pay dividends in the future may be affected by any material adverse effect on its future earnings, financial condition or cash flows.
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Industry information included in this Draft Red Herring Prospectus has been derived from an industry report from various websites. The reliability on the forecasts of the reports could be incorrect and would significantly impact its operations.
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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.
