Unicommerce

Largest e-commerce enablement SaaS products platform, acting as the nerve centre for business operations of its clients.

Comprehensive and modular suite of products with a wide range of plug-and-play integrations makes us an integral part of its client`s tech stack.

Large, growing and diversified base of marquee Indian and global clients with long-term relationships and the capability to upsell or cross-sell new and additional products.

Proprietary technology platform built for scalability and high adaptability to accommodate various uses across different industries.

Consistent track-record of fast, profitable growth with strong cash flows over the past three financial years.

Strong governance practices, experienced management, and marquee investors.

The company provide a comprehensive suite of products. If it fails to develop new products and innovate its products, the company`s business, operating results, financial performance, cash flows and prospects may be materially and adversely affected.

If the company is unable to maintain its existing clients or attract new clients, its revenue growth and profitability may be adversely affected.

If there are interruptions or performance problems associated with its products leading to client dissatisfaction, the company`s business, financial performance, cash flows and prospects may be materially and adversely affected.

Its business and growth are correlated with the growth of the ecommerce industry in India. Any change in the nature of the ecommerce industry in India will adversely affect its growth and business operations.

The company faces competition from and could lose market share to its competitors, which could adversely affect the company`s business, results of operations, financial condition and cash flows.

The Company does not have any listed industry peers in India or abroad and it may be difficult to benchmark and evaluate its financial performance against other operators who operates in the same industry as the company.

Its success depends, in part, on the company ability to expand use of its products by clients globally and accordingly, the company`s business is susceptible to risks associated with international operations.

Its business depends on the company clients continuing to use its products with minimum usage commitments and purchasing additional subscriptions from it. Any decline in its client retention would harm the company future operating results.

The company has had negative cash flows from operating, investing, and financing activities in the past and may, in the future, experience similar negative cash flows.

A portion of its business is dependent on the dropship volumes of the company clients. Any difference in arrangement of its clients for managing their dropship operations will adversely affect its business operations, financial performance and cash flows.

A portion of its business is attributable to certain large clients. Their future actions may have an adverse impact on its business and may affect the company`s business, revenue, profitability and growth.

Its business is subject to seasonality. Any change in the company expectations of the seasonal changes may adversely affect its business operations.

Its use of "open source" software could adversely affect the company ability to offer its products and services and subject it to possible litigation.

The Company and its Directors are involved in outstanding legal proceedings. Any adverse outcome in such proceedings may have an adverse impact on its reputation, business, results of operations, financial condition and cash flows.

Any security incidents or breaches could affect its confidential information or the confidential information of the company clients, which could damage its reputation and brand, and substantially harm its business, results of operations, financial condition and cash flows.

Its inability to modify the company pricing models to retain existing clients and attract prospective clients may have an adverse impact on its business, results of operations and financial condition and cash flows.

Its market capitalization to revenue multiple and price to earnings ratio may not be indicative of the market price of the Company on listing or thereafter.

Any inability to protect its intellectual property or any third-party claims in relation to infringement of intellectual property rights or in the future could adversely affect its business, reputation, financial condition, results of operations and cash flows.

The Company will not receive any proceeds from the Offer.

Its high employee benefit expense could prevent the company from sustaining its competitive advantage.

Its past growth rates may not be indicative of the company future growth, and if the company is unable to maintain its culture of innovation, adapt to evolving client demands and market trends, manage its growth or execute the company strategies effectively, its business, financial conditions, cash flows and prospects may be materially and adversely affected.

Its technology infrastructure is critical to the company`s business operations and growth prospects, and failures to improve or effectively utilise its technology infrastructure or prevent disruptions to the company technology infrastructure could harm its business operations, reputation and growth prospects.

If the company fails to integrate its service with a variety of marketplaces, carts and other demand channels, software applications and hardware that are developed by others, its software and services may become less marketable and less competitive or obsolete, and its operating results would be harmed.

The company relies on third party service providers and vendors for its platform and operational services and the company`s business may be adversely affected if they fails to meet the company requirements or face operational disruptions.

The Company had a few instances of slight delays in payment of provident fund in the recent past. Any failures or delay in payment of such statutory dues may expose it to statutory and regulatory action, as well as significant penalties, and may adversely impact its business, results of operations, cash flows and financial condition.

Failures of the third-party data center hosting facilities could impair the delivery of its services and solutions and adversely affect the company`s business.

The comkpany relies on telecommunications and information technology systems, networks and infrastructure to operate its business and any interruption or breakdown in such systems, networks or infrastructure or its technical systems could impair the company ability to effectively operate its platforms or provide the company products and services.

Its brand is integral to the company success. If the company fails to effectively maintain, promote and enhance its brand, the companay`s business and competitive advantage may be harmed.

Unfavourable media coverage or negative publicity of companies that the Company has partnered with, could harm its brand, business, financial condition, cash flows and results of operations.

Any delay in the collection of its dues and receivables from the company clients may have a material and adverse effect on its results of operations and cash flows.

Exchange rate fluctuations may materially and adversely affect its business, financial performance, cash flows and prospects as some portion of the company revenues and expenditures are denominated in foreign currencies.

The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the equity shareholders.

The company may be required to raise additional funds through equity or debt in the future to continue to grow its business, which may not be available on favourable terms or at all.

Its ability to pay dividends in the future will depends on the company earnings, financial condition, cash flows, working capital requirements and capital expenditures.

Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for its products and could harm its business.

Failures to obtain or renew approvals, licenses, material statutory clearances, registrations and permits to operate its business in a timely manner, or at all, may materially and adversely affect its business, financial performance, cash flows and prospects.

Action by governments outside India to restrict access to its platforms in their countries or to require it to disclose or provide access to information in its possession could harm its business, results of operations, financial condition and cash flows.

The company is subject to an extensive regulatory framework and a failures to comply with existing laws and regulations and any changes to the regulations applicable to it may adversely affect its business, results of operations and prospects.

Government regulation on e-commerce and foreign investment, including investment in e-commerce in India, is evolving, and unfavourable changes to, or failures by the company clients to comply with, these evolving regulations could materially and adversely affect its business, financial performance, cash flows and prospects.

Its success depends substantially on the continuing services of the company senior executives and other key managerial personnel. If the company is unable to attract and retain senior executives, its may not be able to maintain client relationships and grow effectively, which may materially and adversely affect its business, financial performance, cash flows and prospects.

The company must continue to attract and retain highly qualified personnel in very competitive markets to continue to execute its business strategy and growth plans. Any failures to do so will affect its business strategies and growth.

The implementation process of its products may in some cases be time consuming, and any failures of the company products to satisfy its clients or perform as desired could harm the company`s business, results of operations, financial condition and cash flows.

If the company fails to effectively manage its growth, the company`s business, results of operations, financial condition and cash flows could be harmed.

Inability to maintain adequate internal controls may affect its ability to effectively manage the company operations, resulting in errors or information lapses.

Any violation of its policies or misuse of the company SaaS solutions by its clients could damage its reputation and subject the company to liability.

Its customers or unauthorized parties could use the company platform in a manner that is contrary to its values or applicable law, which could harm its relationships with the company customers or expose it to litigation or harm its reputation.

Certain issues in the company software products such as coding, configuration or any other technical error or defects could lead the Company to bear exponential costs, delay in revenues and consequently expose it to litigation.

Industry information included in this Red Herring Prospectus has been derived from an industry report exclusively commissioned and paid for by the Company for such purpose. There can be no assurance that such third-party statistical, financial and other industry information is either complete or accurate.

The business practices of its customers with respect to the collection, use and management of personal information could give rise to operational interruption, liabilities or reputational harm as a result of governmental regulation, legal requirements or industry standards relating to consumer privacy and data protection.

The company track certain operational and key business metrics with internal system and tools. Certain of its operational metrics are subject to inherent challenges in measurement which may adversely affect the company`s business and reputation.

Significant differences exist between the Indian Accounting Standards (Ind AS) used to prepare its financial information and other accounting principles, such as the United States Generally Accepted Accounting Principles (U.S. GAAP) and the International Financial Reporting Standards (IFRS), which may affect investors` assessments of the Company`s financial condition and cash flows.

The company conduct its business operations on co-working premises and there can be no assurance that these co-working space agreements will not be terminated or renewed on same or similar commercial.

After the completion of the Offer, one of its Corporate Promoters, namely, AceVector, will continue to exercise significant influence over the Company.

The average cost of acquisition of Equity Shares by the Selling Shareholders may be less than the Offer Price.

Rights of shareholders of companies under Indian law may be more limited than under the laws of other jurisdictions.

Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares and dividend received.

The determination of the Price Band is subject to various factors and assumptions and the Offer Price may not be indicative of the trading price of the Equity Shares, upon listing on the Stock Exchanges subsequent to the Offer. Further, the closing price of equity shares listed pursuant to certain past issues handled by the BRLMs was below their respective issue price on listing date.

Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on the value of its Equity Shares, independent of the company operating results.

Under Indian law, foreign investors are subject to investment restrictions that limit its ability to attract foreign investors, which may adversely affect the trading price of the Equity Shares.

Any future issuance of Equity Shares may dilute your shareholding and sale of Equity Shares by the Promoters may adversely affect the trading price of the Equity Shares.

The Company has in the past undertaken a bonus issue which may impact the ability of the Company to declare dividends or undertake bonus issuances in the future.

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

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.

QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid amount) at any stage after submitting a Bid, and Retail Individual Bidders are not permitted to withdraw their Bids after Bid/ Offer Closing Date.

Its Equity Shares have never been publicly traded and may experience price and volume fluctuations following the completion of the Offer, an active trading market for the Equity Shares may not develop, the price of its Equity Shares may be volatile may not be indicative of the market price of the Equity Shares after the Offer and you may be unable to resell your Equity Shares at or above the Offer Price or at all.

The requirements of being a publicly listed company may strain its resources.

Its Corporate Promoter, AceVector Limited, has in the past been unable to list its equity shares.