One Mobikwik Systems Limited - IPO

1. The company operations are subject to regulation, oversight and inspection by the RBI, and any adverse observations, proceedings or notices from the RBI may affect its operations.

2. The company funding requirements and proposed deployment of the Net Proceeds are based primarily on management estimates and assumptions and have not been appraised by any bank or financial institution or any other independent agency. The utilisation of the Net Proceeds may be subject to change based on various factors, some of which are beyond its control and such utilisation may not generate expected future revenues or profits after utilisation. Further, any change or variation in the utilisation of Net Proceeds from the terms and conditions stated in this Red Herring Prospectus shall be subject to compliance requirements, including among other things, prior Shareholders' approval.

3. Security breaches and attacks against its platform, and any potential breach of or failures to otherwise protect personal, confidential and proprietary information, could damage the company reputation and materially and adversely affect its business, financial condition and results of operations.

4. Its may not be able to maintain the levels of growth, including in its Financial Services business, and the company historical performance may not be indicative of its future growth or financial results, which could adversely affect the company's business, results of operations and financial condition.

5. If the company is unable to retain or expand its network of consumers, merchants, or Lending Partners, or in the event of low growth or decline in the number of its registered users and declining revenues in the company digital payments and financial services businesses, its business, results of operations, financial condition, and future prospects would be materially and adversely affected.

6. The company faces substantial and increasingly intense competition in the fintech industry. If its unable to compete effectively, the company's business, financial condition, results of operations and prospects would be materially and adversely affected.

7. Its distribution of Financial Services Products depend on the company relationships with Lending Partners, and any failures to maintain such partnerships could adversely affect its business, results of operations and financial condition.

8. Its credit underwriting and risk management systems may not be able to effectively assess or mitigate the risks of Financial Services business enabled through our platform, and as a result, its Lending Partners may be unable to effectively recover the amounts disbursed by them to the company's customers, which could adversely affect its business, results of operations and financial condition.

9. Its Statutory Auditors had, included a qualification in relation to certain allotments of preference shares in their audit report on its financial statements as of and for the year ended March 31, 2021. Further, the company Statutory Auditors have, in their audit report on its consolidated financial statements, as of and for the years ended March 31, 2023 and March 31, 2024, included a modification in connection with back-ups of books of accounts of the Company. There can be no assurance that similar qualifications or modifications will not form part of the audit reports on its financial statements for future fiscal periods.

10. The company has in the past, incurred losses amounting to (1,281.62) million and (838.14) million in Fiscals 2022 and 2023, respectively. Further, while the company achieved profit of 140.79 million in Fiscal 2024 its further incurred losses of (66.15) million in the three months ended June 30, 2024. Further, the company has negative balance of retained earnings as of March 31, 2022, March 31, 2023, March 31, 2024 and the three months ended June 30, 2024. Accordingly, its may not always achieve or sustain its profitability trends in the future.