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For Fiscals 2025, 2024 and 2023, 88.84%, 91.82% and 93.18% of its revenue from operations,
respectively, was derived from its centers in Bengaluru, Pune and Chennai collectively. Any adverse
developments affecting the company centers in these locations, could have an adverse effect on its business, results
of operations and financial condition.
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Its business is sensitive to real estate market fluctuations and the company has witnessed a decline in its
occupancy rate from 83.68% as of March 31, 2023 to 80.21% as of March 31, 2024; changes in commercial
property prices can significantly impact its leasing costs, which may adversely affect the company profitability.
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The company has experienced losses in the last three Fiscals and its may continue to incur losses in the future
which could have an adverse effect on its business, results of operations and cash flows.
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If the company is unable to pay the lease rentals to our lessors, its business, results of operations and financial
condition may be adversely affected.
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The lease agreements with its landlords and certain of the company agreements with its clients are required to be
stamped in accordance with the relevant state stamp duty legislation and registered under the Registration
Act, 1908. Any failure to register and/or appropriately pay stamp duty on such agreements may affect its
ability to enforce such agreements.
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The company does not own the properties where its centers are located. Any defect in the title and ownership of such
properties may result in the company centers being shut down, result in relocation costs for it and termination of
the company client agreements, which may adversely impact its business, results of operations and financial
condition.
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Its value-added services may not achieve desired growth and yield desired returns. Further, provision of
value-added services poses operational risks as it includes rendering services at high quality standards at
our centers. A failures to manage such risks could have an adverse impact on its business, results of
operations, cash flows and financial condition.
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Its asset transformation and management solutions services are exposed to development and construction
risks, which may have an adverse impact on the company business, results of operations, cash flows and financial
condition.
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The company is dependent upon third parties for supply of raw materials and effectuating interior enhancement.
Any defaults or delays by these third parties may have an adverse impact on its business, results of
operations, cash flows and financial condition.
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While its business has grown rapidly in the past, we may not be successful in managing the company growth
effectively, which could have an adverse effect on its business, results of operations, cash flows and
financial condition.
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Its may not be able to attract new clients, and the company existing clients may prematurely terminate their
agreements with it, which could adversely affect its business, results of operations and financial
condition.
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The company relies on its client relationships, reputation and brand to grow its business. Any negative client
experience may adversely affect the company brand reputation, impacting its ability to attract or retain clients and
consequently have an adverse effect on its business, results of operations, cash flows and financial
condition.
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Any inability to expand its business into new regions and markets in India could adversely affect the company
business, results of operations, cash flows and financial condition.
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Any decline in its average revenue per square feet or average revenue per rentable seat could have an
adverse effect on the company business, results of operations and financial condition.
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The company has incurred operating losses in the last three Fiscals and its may continue to incur operating losses
in the future which could have an adverse effect on the company business, results of operations and cash flows.
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Shifts in work culture, such as the rise of remote and hybrid working models, could alter the demand for
plug and play workspaces, which could adversely affect its business, results of operations, cash flows and
financial condition.
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The estimation of the cost for establishing proposed centers maybe incorrect due to various factors and it
may adversely affect its financial condition and the successful implementation of the company expansion plans.
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The company has incurred indebtedness and an inability to comply with repayment and other covenants in its
financing agreements could adversely affect its business, results of operations, cash flows and financial
condition.
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The company Registered and Corporate Office and its centers are located on leased premises. If the leases
agreements are terminated or not renewed on terms acceptable to us, it could adversely affect its business,
financial condition, results of operations, and cash flows.
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The company faces significant competitive pressures in its business. The company inability to compete effectively would be
detrimental to its business and prospects for future growth.
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Its reliance on brokers for client referrals may adversely affect the company business operations, financial
position, and cash flows.
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The company has substantial capital expenditure and working capital requirements and may require additional
financing to meet those requirements, which could have an adverse effect on its business, results of
operations, cash flows and financial condition.
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Its operations entail certain fixed expenses, and the company inability to reduce such costs during periods of low
demand for its workspace solutions may have an adverse effect on the company business, results of operations,
cash flows and financial condition.
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The company depends on its senior management and qualified and skilled personnel, and if the company is unable to recruit
and retain senior management, qualified and skilled personnel, its business, financial conditions, cash
flows and results of operations may be adversely affected.
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Any decline in occupancy rates and inability to secure new tenants could adversely affect its business,
results of operations, and financial condition.
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The company has not yet identified the exact locations for establishing new centers for which the Net Proceeds
of the Offer are proposed to be utilised.
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The company relies on contract labour for carrying out certain of its operations and the company may be held responsible for
paying the wages of such workers, if the independent contractors through whom such workers are hired
default on their obligations, and such obligations could have an adverse effect on its results of operations,
cash flows and financial condition.
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Its Statutory Auditors and Predecessor Auditor have included certain emphasis of matter and other
matters under Companies (Auditor`s Report) Order, 2020 in their audit report for its Restated Financial
Information. The company cannot assure you that similar emphasis of matter or other qualifications will not be
included in its financial statements in the future.
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The Company had filed a compounding application for violation of Section 96(1) of the Companies Act,
2013 and there may be instances of non-compliances with the MCA in the future.
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Its operations could be adversely affected by strikes or increased wage demands by its employees or any
other kind of disputes with the company employees.
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The company is subject to government regulation in the jurisdictions in which its operate. Any non-compliance
with, or changes in, regulations applicable to it may adversely affect our business, results of operations,
cash flows and financial condition.
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The company requires certain licenses, permits and approvals in the ordinary course of business, and the failures to
obtain or retain them in a timely manner may adversely affect its business, results of operations, cash
flows and financial condition.
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Its may not have adequate insurance and may be unable to secure additional insurance to cover all losses
we may incur in the company business operations or otherwise.
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If the company is unable to establish and maintain an effective internal controls and compliance system, its
business, results of operations, cash flows and financial condition could be adversely affected.
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The company has experienced delay/ default in payment of statutory dues in the past, which may attract penalties
and in turn have an adverse impact on its financial condition.
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The Company, Promoters, Directors, KMPs and SMPs are involved in certain legal and regulatory
proceedings. Any adverse decision in such proceedings may have an adverse effect on its business,
financial condition, cash flows and results of operations.
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The company has received complaints pursuant to filing of the DRHP which could impact the reputation of the
Company and deter potential investors to subscribe to the IPO.
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The company may be subject to employee misconduct, fraud, theft, employee negligence or similar incidents which
may adversely affect its business, results of operations, cash flows and financial condition.
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One of the sub-lease deed entered into by the Company with one of its client, for the property located at
Kaikondrahalli Village, Varthur Hobli, Banglore East, Bangalore has expired and has not been renewed
at the time of filing of this Red Herring Prospectus.
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Its may be exposed to risks associated with our acquisition strategy in relation to high-demand lease
properties and the attractiveness of new centers.
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Its may not be successful in implementing and managing our expansion and growth strategy effectively.
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The company may undertake acquisitions, investments, joint ventures or other strategic alliances, which may have
an adverse effect on its ability to manage our business, and such undertakings may be unsuccessful.
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Any failures to protect our intellectual property rights could adversely affect its competitive position,
business, financial condition and results of operation.
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The company is exposed to risks associated with development and fit-out process of the spaces we occupy.
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If the company is inadvertently infringe on the intellectual property rights of others, its business and results of
operations may be adversely affected.
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Technology failures could disrupt its operations and adversely affect the company business operations and
financial performance.
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Failures to maintain confidential information of its clients could adversely affect the company business, results of
operations, cash flows and financial condition or damage its reputation.
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The company failures in maintaining its quality accreditations and certifications may negatively impact the company brand
and reputation.
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One of its Promoter Group companies, Innoprop Spaces Private Limited, is involved in the similar line
of business as that of the Company.
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Some of its Promoters and Directors also serve on the boards of other companies and as key managerial
personnel of other companies, which may adversely affect their commitment and attention required for its
business and operations.
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Its Promoters have provided guarantees in connection with the company borrowings. Its business, results of
operations, cash flows and financial condition may be adversely affected by the revocation of all or any of
the guarantees provided by them in connection with its borrowings.
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The company has in the past entered into related party transactions and may continue to do so in the future.
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The company has issued Equity Shares during the preceding 12 months at prices that may be lower than the Offer
Price.
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Any downgrade in its credit ratings could increase the company finance costs and adversely affect its business,
results of operations, financial condition and cash flows.
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Its Promoters, Directors and key management personnel may have interests other than reimbursement
of expenses incurred and normal remuneration or benefits.
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Its Promoters and members of the company Promoter Group will continue to hold a significant equity stake in its
Company after the Issue and their interests may differ from those of the other shareholders.
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Certain sections of this Red Herring Prospectus disclose information from the CBRE Report which is a
paid report and commissioned and paid for by it exclusively in connection with the Issue and any reliance
on such information for making an investment decision in the Issue is subject to inherent risks.
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Certain non-GAAP financial measures relating to its operations and financial performance have been
included in this Red Herring Prospectus. These non-GAAP financial measures are not measures of
operating performance or liquidity defined by Ind AS and may not be comparable.
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Its funding requirements and proposed deployment of the Net Proceeds of the Offer have not been
appraised by a bank or a financial institution and if there are any delays or cost overruns, its business,
cash flows, financial condition and results of operations may be adversely affected.
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Any variation in the utilization of the Net Proceeds as disclosed in this Red Herring Prospectus shall be
subject to certain compliance requirements, including prior approval of the shareholders of the Company.
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Certain of its Directors are not directors of listed companies and hence lack of such adequate experience
to address complexities associated with listed companies could have an adverse impact on its business
and operations.
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The Offer for Sale proceeds will not be available to the Company.