Vishal Mega Mart Limited - IPO

1. The company does not manufacture any of the products that are sold in its stores, and the company relies entirely on third party vendors for the manufacturing of all products under its own brands who are required to meet the company product specification, quality, design and manufacturing standards, which subjects it to risks, which, if materialized, could adversely affect its business, results of operations, cash flows and financial condition.

2. The Company has received two directives with requests for information from the Enforcement Directorate to furnish information and documents as part of its investigation and any possible penalties/action. Any adverse outcome in such matters may lead to future inquiries or escalate to investigations, legal proceedings or any possible penalties.

3. If the company fails to identify and effectively respond to changing consumer preferences in a timely manner, the demand for its products could decrease, causing the company's business, results of operations, financial condition and cash flows to be adversely affected.

4. If the company is unable to identify consumer demand accurately and maintain an optimal level of inventory, its business, results of operations, financial condition and cash flows may be adversely affected.

5. The company derives a significant portion of its revenues from sale of products from the company stores located in Uttar Pradesh, Karnataka and Assam, and any adverse developments in these states may have an adverse effect on its business, results of operations, financial condition and cash flows.

6. The success of its business depends substantially on the company's management team and other key personnel. Its inability to attract or retain such manpower or any loss of members of its Senior Management Personnel or Key Managerial Personnel could significantly delay or prevent the achievement of the company's business objectives, and could adversely affect its business and operations.

7. The company has experienced negative cash flows in the past. Its cannot assure you that the company net cash flows will be positive in the future.

8. There have been instances of delays in payment of statutory dues by the Company. Any further delays in payment of statutory dues may attract financial penalties from the respective government authorities and in turn may have an adverse impact on its financial condition and cash flows.

9. There are outstanding litigations pending against the Company, Subsidiaries, Directors and Promoters which, if determined adversely, could affect its business, results of operations, financial condition and cash flows.

10. As the company operate its stores, distribution centres, registered and corporate offices from premises that are taken by it on a leasehold basis, the company is exposed to the risks associated with leasing real estate and any adverse developments could affect its business, results of operations, financial condition and cash flows.