<ul><li>Our business is heavily reliant on Agent channel sales, which constitute a significant portion of our total revenue. Any disruption to Agent channel sales operations, changes in consumer preferences, or inability to effectively grow our Digital channel sales could have a material adverse effect on our business, financial performance, results of operations, and future growth prospects.</li><li>Our company has not complied with certain statutory provisions of the Companies Act. Such non-compliance may attract penalties and other actions against our Company and its Directors which could impact the financial position of us to that extent</li><li>Concentration Risk from Dependency on a Few Key Lending Partners May Adversely Affect Our Business.</li><li>Our Company has entered into certain related party transactions and may continue to do so in the future.</li><li>We do not own the registered office, corporate office including branches from which we carry out our business activities. If there are issues such as non-renewal of rent agreements, disputes regarding the use of these premises, or disruptions in business operations due to actions by our business associates, our business and operational results could be adversely affected.</li><li>Our Independent Directors have not passed the online proficiency self-assessment test conducted by Indian Institute of Corporate Affairs to approve proficiency of a person to be appointed as an Independent Director of any company</li><li>There are certain pending legal proceedings involving our Company. Any adverse outcome of such proceedings may affect our business, financial condition and reputation.</li><li>Our company has experienced delays and defaults in the payment of statutory dues, including taxes, duties, and other government levies.</li><li>Our business is subject to seasonality. Lower revenues in the festive period of any Fiscal may adversely affect our business, financial condition, results of operations and prospects.</li><li>Our business is critically reliant on partnerships with Banks and Non-Banking Financial Companies (NBFCs) for the distribution of financial products, and any disruption to these relationships or non-compliance with associated contractual obligations could adversely impact our operations, financial performance, and growth prospects.</li><li>Our Company has faced financial losses in the past.</li><li>The Company has not availed insurance coverage for cyber security, which exposes it to significant financial and operational risks.</li><li>Our insurance coverage may not be adequate to protect us against all potential losses or to satisfy potential claims, which may have an adverse effect on our business, results of operations, financial condition, cash flows and future prospects.</li><li>Our Company has unsecured loans, which are repayable on demand. Any demand from lenders for repayment of such unsecured loans, may adversely affect our business operations and financial condition of the Company.</li><li>The Objects of the Issue for which funds are being raised, are based on our management estimates and any bank or financial institution or any independent agency has not appraised the same. The deployment of funds in the project is entirely at our discretion, based on the parameters as mentioned in the chapter titles "Objects of the Issue".</li><li>We may incur additional costs due to changes in vendor estimates or fit-out costs, which could adversely affect our financial condition.</li><li>Our banking partners and financial institutions are regulated by the Reserve Bank of India ("RBI") and any change in the RBI's policies, decisions and regulatory framework could adversely affect our business, cash flows, results of operations and financial condition.</li><li>The proper functioning of our online platform and technology infrastructure is essential to our business. Any disruption to our IT systems and infrastructure could materially affect our ability to maintain the satisfactory performance of our platform and deliver consistent services to our users.</li><li>Our reliance on handling and processing sensitive data, coupled with the growing sophistication of cyber threats, exposes us to significant risks associated with data security, unauthorized access, potential breaches, and disruptions in our information technology infrastructure, all of which could materially impact our operations, reputation, and financial stability.</li><li>Increase in Consumer Complaints May Damage Our Reputation, Cause Operational Disruptions, and Affect Financial Performance.</li><li>We operate in dynamic and competitive online fintech industry, which makes it difficult to predict our future prospects.</li><li>The company's business is vulnerable to interest rate fluctuations driven by factors like RBI policies, inflation, and economic conditions, which may affect loan demand, increase financing costs, and impact overall financial stability. </li><li>We require certain approvals or licenses in the ordinary course of business and the failure to renew, obtain or retain them in a timely manner, or at all, may adversely affect our operations. </li><li>Our historical performance is not indicative of our future growth or financial results and we may not be able to sustain our historical growth rates. </li><li>Stringent and changing laws and regulations relating to privacy and data protection could result in claims, harm our results of operations, financial condition, and prospects, or otherwise harm our business. </li><li>Adverse publicity and third-party claims regarding our services could negatively impact us. </li><li>We may be exposed to the risk of delays or non-payment by our clients and other counterparties, which may also affect our cash flows and business. </li><li>We may not be successful in implementing our business strategies. </li><li>Our growth will depend on our ability to build our brand and failure to do so will negatively impact our ability to effectively compete in this industry. </li><li>Our Promoters and certain of our Directors hold Equity Shares in our Company and are therefore interested in our performance in addition to their remuneration and reimbursement of expenses. </li><li>Our operations could be adversely affected by disputes with employees. </li><li>We could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could adversely affect our financial condition, results of operations and reputation. </li><li>The Objects of the Issue for which funds are being raised, are based on our management estimates and have not been appraised by any bank or financial institution or any independent agency. </li><li>The high level of competition in urban markets may limit customer acquisition, strain profitability, and hinder revenue growth, impacting our ability to maintain consistent financial performance. </li><li>The integration of offline and online channels introduces significant challenges in coordination, resource allocation, and process efficiency, which may disrupt operations and affect service quality. </li><li>Intense competition and the company's reliance on commissions for revenue create significant margin pressures, challenging profitability and business sustainability. </li><li>If we are unable to recruit, train and retain qualified personnel, our business may be materially and adversely affected. </li><li>We are highly dependent on our Promoters and our management team, senior management personnel and key managerial personnel and the loss of any key team member may adversely affect our business performance.</li><li>If we are unable to obtain, protect or use our intellectual property rights, our business may be adversely affected. </li><li>We may require additional financing in the form of debt or equity to meet our business requirements.</li><li>The average cost of acquisition of Equity Shares by our Promoters could be lower than the issue price. </li><li>There is no monitoring agency appointed by our Company and the deployment of funds are at the discretion of our Management and our Board of Directors, though it shall be monitored by the Audit Committee. </li><li>Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in our financing arrangements. </li><li>Our future funds requirements, in the form of fresh issue of capital or securities and/or loans taken by us, may be prejudicial to the interest of the shareholders depending upon the terms on which they are eventually raised. </li><li>Delay in raising funds from the IPO could adversely impact the implementation schedule. </li><li>The requirements of being a public listed company may strain our resources and impose additional requirements.</li><li>Interest rate fluctuations may adversely affect the Company's business.</li><li>Industry information included in this Draft Red Herring Prospectus has been derived from industry reports from various websites. Reliance on the forecasts of the reports could be incorrect and would significantly impact our operations. </li><li>You may be subject to Indian taxes arising out of capital gains on sale of Equity Shares. </li><li>We cannot assure you that our equity shares will be listed on the NSE EMERGE in a timely manner or at all, which may restrict your ability to dispose of the equity shares. </li><li>Sale of Equity Shares by our Promoters or other significant shareholder(s) may adversely affect the trading price of the Equity Shares. </li><li>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. </li><li>There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a shareholder's ability to sell, or the price at which it can sell, Equity Shares at a particular point in time. </li><li>The Issue price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Issue and the market price of our Equity Shares may decline below the issue price and you may not be able to sell your Equity Shares at or above the Issue Price. </li><li>Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby may suffer future dilution of their ownership position. </li><li>Our business is heavily reliant on Agent channel sales, which constitute a significant portion of our total revenue. Any disruption to Agent channel sales operations, changes in consumer preferences, or inability to effectively grow our Digital channel sales could have a material adverse effect on our business, financial performance, results of operations, and future growth prospects.</li><li>The Company has not availed insurance coverage for cyber security, which exposes it to significant financial and operational risks.</li><li>Our business is critically reliant on partnerships with Banks and Non-Banking Financial Companies (NBFCs) for the distribution of financial products, and any disruption to these relationships or non-compliance with associated contractual obligations could adversely impact our operations, financial performance, and growth prospects.</li><li>The proper functioning of our online platform and technology infrastructure is essential to our business. Any disruption to our IT systems and infrastructure could materially affect our ability to maintain the satisfactory performance of our platform and deliver consistent services to our users.</li><li>Our banking partners and financial institutions are regulated by the Reserve Bank of India ("RBI") and any change in the RBI's policies, decisions and regulatory framework could adversely affect our business, cash flows, results of operations and financial condition.</li><li>Our company has not complied with certain statutory provisions of the Companies Act. Such non-compliance may attract penalties and other actions against our Company and its Directors which could impact the financial position of us to that extent.</li><li>Our business operations rely on various software solutions, including open-source and third-party components. Any vulnerabilities, licensing non-compliance, or discontinuation of support for such software could adversely impact our technology infrastructure and business continuity.</li><li>Our company has experienced delays and defaults in the payment of statutory dues, including taxes, duties, and other government levies.</li><li>Instances of mis-selling, document discrepancies, or improper handling of customer data by our agents or Direct Selling Agents ("DSAs") could expose us to regulatory penalties, partner claims, or reputational damage.</li><li>Concentration Risk from Dependency on a Few Key Lending Partners May Adversely Affect Our Business.</li><li>Our platform may use algorithms and automated processes for credit assessment and product recommendations. Any perceived or actual bias in these algorithms could lead to regulatory scrutiny, reputational harm, and potential legal liabilities.</li><li>We have experienced negative cash flows in the past. Any such negative cash flows in the future could affect our business,
results of operations and prospects.</li><li>A significant portion of our customer acquisition may depend on digital marketing and search engine visibility. Any changes in search engine algorithms, increased advertising costs, or restrictions on digital marketing could adversely affect our ability to attract customers.</li><li>Increase in Consumer Complaints May Damage Our Reputation, Cause Operational Disruptions, and Affect Financial Performance.</li><li>We do not own the registered office, corporate office including branches from which we carry out our business activities. If there are issues such as non-renewal of rent agreements, disputes regarding the use of these premises, or disruptions in business operations due to actions by our business associates, our business and operational results could be adversely affected.</li><li>Our business is subject to seasonality. Lower revenues in the festive period of any Fiscal may adversely affect our business, financial condition, results of operations and prospects.</li><li>Our reliance on handling and processing sensitive data, coupled with the growing sophistication of cyber threats, exposes us to significant risks associated with data security, unauthorized access, potential breaches, and disruptions in our information technology infrastructure, all of which could materially impact our operations, reputation, and financial stability.</li><li>Our Independent Directors have not passed the online proficiency self-assessment test conducted by Indian Institute of Corporate Affairs to approve proficiency of a person to be appointed as an Independent Director of any company.</li><li>The Objects of the Issue for which funds are being raised, are based on our management estimates and any bank or financial institution or any independent agency has not appraised the same. The deployment of funds in the project is entirely at our discretion, based on the parameters as mentioned in the chapter titles "Objects of the Issue".</li><li>Our historical performance is not indicative of our future growth or financial results and we may not be able to sustain our historical growth rates.</li><li>Any non-compliance with mandatory anti-money laundering and know your customer policies could expose us to additional liability and harm our business and reputation.</li><li>Adverse publicity and third-party claims regarding our services could negatively impact us.</li><li>There are certain pending legal proceedings involving our Company. Any adverse outcome of such proceedings may affect our business, financial condition and reputation.</li><li>Non-availability of Audit Trail Feature in Accounting Software</li><li>The company's business is vulnerable to interest rate fluctuations driven by factors like RBI policies, inflation, and economic conditions, which may affect loan demand, increase financing costs, and impact overall financial stability.</li><li>Our growth will depend on our ability to build our brand and failure to do so will negatively impact our ability to effectively compete in this industry.</li><li>Our Company has entered into certain related party transactions and may continue to do so in the future.</li><li>Our insurance coverage may not be adequate to protect us against all potential losses or to satisfy potential claims, which may have an adverse effect on our business, results of operations, financial condition, cash flows and future prospects.</li><li>Our DRHP has previously been returned by the stock exchange, which may be perceived negatively and could impact investor confidence.</li><li>Our Company have unsecured loans, which are repayable on demand. Any demand from lenders for repayment of such unsecured loans may adversely affect our business operations and financial condition.</li><li>We may not be successful in implementing our business strategies.</li><li>We operate in dynamic and competitive online fintech industry, which makes it difficult to predict our future prospects.</li><li>The market capitalization to revenue, market capitalisation to tangible assets, and enterprise value ("EV") to EBITDA, based on the Issue Price of our Company, may not be indicative of the market price of our Company on listing or thereafter.</li><li>We require certain approvals or licenses in the ordinary course of business and the failure to renew, obtain or retain them in a timely manner, or at all, may adversely affect our operations.</li><li>We may be exposed to the risk of delays or non-payment by our clients and other counterparties, which may also affect our cash flows and business.</li><li>Stringent and changing laws and regulations relating to privacy and data protection could result in claims, harm our results of operations, financial condition, and prospects, or otherwise harm our business.</li><li>Our Promoters and certain of our Directors hold Equity Shares in our Company and are therefore interested in our performance in addition to their remuneration and reimbursement of expenses.</li><li>Our directors do not have experience of a listed company and in the absence of such experience, it could adversely affect our corporate governance and business operations of our Company.</li><li>Our operations could be adversely affected by disputes with employees.</li><li>We could be harmed by employee misconduct or errors that are difficult to detect and any such incidence could adversely affect our financial condition, results of operations and reputation.</li><li>The Objects of the Issue for which funds are being raised, are based on our management estimates and have not been appraised by any bank or financial institution or any independent agency.</li><li>The high level of competition in urban markets may limit customer acquisition, strain profitability, and hinder revenue growth, impacting our ability to maintain consistent financial performance.</li><li>The integration of offline and online channels introduces significant challenges in coordination, resource allocation, and process efficiency, which may disrupt operations and affect service quality.</li><li>Intense competition and the company's reliance on commissions for revenue create significant margin pressures, challenging profitability and business sustainability.</li><li>If we are unable to recruit, train and retain qualified personnel, our business may be materially and adversely affected.</li><li>We are highly dependent on our Promoters and our management team, senior management personnel and key managerial personnel and the loss of any key team member may adversely affect our business performance.</li><li>If we are unable to obtain, protect or use our intellectual property rights, our business may be adversely affected.</li><li>We may require additional financing in the form of debt or equity to meet our business requirements.</li><li>The average cost of acquisition of Equity Shares by our Promoters could be lower than the issue price.</li><li>Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flow, working capital requirements, capital expenditure and restrictive covenants in our financing arrangements.</li><li>Our future funds requirements, in the form of fresh issue of capital or securities and/or loans taken by us, may be prejudicial to the interest of the shareholders depending upon the terms on which they are eventually raised.</li><li>Delays in raising funds from the IPO could adversely impact the implementation schedule.</li><li>The requirements of being a public listed company may strain our resources and impose additional requirements.</li><li>Interest rate fluctuations may adversely affect the Company's business.</li><li>Industry information included in this Red Herring Prospectus has been derived from industry reports from various websites. Reliance on the forecasts of the reports could be incorrect and would significantly impact our operations.</li><li>You may be subject to Indian taxes arising out of capital gains on sale of Equity Shares.</li><li>We cannot assure you that our equity shares will be listed on the NSE EMERGE in a timely manner or at all, which may restrict your ability to dispose of the equity shares.</li><li>Sale of Equity Shares by our Promoters or other significant shareholder(s) may adversely affect the trading price of the Equity Shares.</li><li>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.</li><li>There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a shareholder's ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.</li><li>The Issue price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Issue and the market price of our Equity Shares may decline below the issue price and you may not be able to sell your Equity Shares at or above the Issue Price.</li><li>Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby may suffer future dilution of their ownership position.</li></ul>