Radiowalla

Expand its international presence.

Embracing new technologies.

Creating a strong marketing and promotion strategy.

Customer centric Approach.

Customised experiences for the brands and their shoppers.

Quality services as per client demands.

Continuously grasping markets trends.

Premium Content to the clients.

Leveraging the experience of its Promoters.

Experienced management team and a motivated and efficient work force.

Integrated Business Model.

Cordial relations with its customers.

Quality Deliverables.

Favourable Government policies.

The company is dependent upon the growth and stability of the retail sector.

The company cannot assure that its will be able to get the extension of Directorate of Advertising and Visual Publicity registration (which has now integrated into CBC) Empanelment Letter.

Its business is significantly dependent on content creators and RJs for creating audio or radio content. If th company is unable to retain them its business operations will be affected.

Its present promoters of the company are first generation enterpreneurs.

The Company does not own the premises through which its conduct its business operations.

There is outstanding litigation pending against its Promoters which, if determined adversely, could affect the company`s business, results of operations and financial condition.

The Company has negative cash flows from its investing and its financing activities in the current and previous years, details of which are given below. Sustained negative cash flow could impact on its growth and business.

Conflict of interest may arise out of common business objects with group companies.

Its group entities have incurred losses in the past and may incur losses in the future.

The company has in past entered into related party transactions and its may continue to do so in the future.

The Company has made a delay in the filing of MGT-14 pertaining to variation ins shareholders` rights.

The company has inadvertently not filed consolidated financial statement office of the Registrar of Companies (RoC) since FY 2012-2013 and is in violation of certain sections of the Companies Act, 2013.

Its In- store radio services are dependent on the licensed music, obtained from Two key aggregators.

The Company requires a significant amount of working capital for a continuing growth. Its inability to meet the company`s working capital requirements may adversely affect its results of operations.

Its top five countries contribute to the company`s major revenue for the period ended October 2023 and year ended on 31st March 2023, 2022, 2021. Any loss of business from one or more of these countries may adversely affect its revenues and profitability.

The company is dependent to certain extent on its group company i.e., Sochcast Media Private Limited for the voice over artists required for its corporate radio and Audio Advertising segment.

Its major revenue is generated from radio engagement and subscription services any change or adverse condition in this segment would affect its revenue.

Expanding the business operation in the international markets brings the challenge of aligning with diverse cultures, risking miscommunication and potential impacts on client satisfaction and reputation of the company.

Its programmatic audio advertising services are dependent on the technology provided by Location Media Xchange Pte. Ltd.

Its business operations are dependent on Internet Connectivity and Electricity Infrastructure.

The Pre-IPO shareholding of the promoters and promoter group is 55.80 % and the post-IPO shareholding will remain 40.90 %. The market`s perception of their reduced involvement may impact the valuation and liquidity of their shares.

The company is dependent on its Individual Promoters and its management team and the loss of, or its inability to hire, retain, train, and motivate qualified personnel could adversely affect its business, results of operations and financial condition.

Its content team and voice over artist are key to its business. Thus, Employees Benefit expenses and professional charges constitute a major portion of its expenses. Such an increase in this cost could lead to lower profitability.

The company operates in a significantly fragmented and competitive market and any failure on its part to effectively compete may adversely affect the company`s profitability and market share.

Its Promoters, Directors have provided personal guarantees to loan facility availed by it, which if revoked may require alternative guarantees, repayment of amount due or termination of the facilities.

Significant security breaches in its software, data and network infrastructure and fraud could adversely impact its business.

If the company fail to maintain an effective system of internal controls, the company may not be able to successfully manage or accurately report its financial risk.

Its business is significantly dependent upon a few customers and the loss of, or a significant reduction in the award of contracts by such customers could adversely affect its business.

The Company may be subject to acquisition or actions relating to infringement or misappropriating intellectual property rights or confidential know-how of third parties.

Its 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.

Its 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.

The Company may not have complied with certain statutory provisions of the Companies Act, 2013. Such non-compliances / lapses may attract penalties and prosecution against the Company and its directors which could impact on the financial position of the Company to that extent.

Its profitability will suffer if the company is not able to maintain the company pricing, control costs or continue to expand its business through more client engagements.

Maintaining the Company image and reputation in the industry is critical to its success, and any failure to do so could damage the company`s reputation and brand.

Business operation and stability depends on many factors, its may not be able to effectively implement the company`s business and growth strategy.

Fluctuation of Interest rate may adversely affect the Company`s business.

The Company may incur penalties or liabilities for non-compliances with certain provisions of the GST Act, Income Tax and other applicable laws in the previous years.

The average cost of acquisition of Equity Shares by its Promoters is lower than the issue price.

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.

In addition to normal remuneration, other benefits and reimbursement of expenses some of its directors (including the company`s Promoters) and Key Management Personnel are interested in the Company to the extent of their shareholding and dividend entitlement in the Company.

Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

An inability to maintain adequate insurance cover in connection with its business may adversely affect its operations and profitability.

The Company has issued Equity Shares during the last twelve months at a price which may be lower than the Offer Price.

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 its financial condition, result of operations and cash flows.

Certain Agreements, deeds or licenses may be in the previous name of the company.

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.

The Company is subject to foreign exchange control regulations which can pose a risk of currency fluctuations.

Its ability to pay dividends in the future may be affected by any material adverse effect on its future earnings, financial condition or cash flows.

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.

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.

There are certain restrictions on daily movements in the price of 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.

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.

Equity Shares of the Company have never been publicly traded, and after the Issue, the Equity Shares may be subject to price and volume fluctuations, and an active trading market for the Equity Shares may or may not develop. Further, the Issue Price may not be indicative of the market price of the Equity Shares after the Issue.

You may be subject to Indian taxes arising out of capital gains on the sale of its Equity Shares.

QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after the submission of their Bid, and Retail Individual Investors are not permitted to withdraw their Bids after closure of the Bid/ Issue Closing Date.

Sale of Equity Shares by its Promoters or other significant shareholder(s) or any future issue of Equity Shares may dilute your shareholding and adversely affect the trading price of the Equity Shares.

Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase in the Issue.

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.

A third-party could be prevented from acquiring control of it post this Issue, because of anti-takeover provisions under Indian law.