<ul><li>The company is dependent on OEMs, which are global technology brands, for the company offerings. In Fiscal 2025, its derived a significant part of the company Gross Sales Billed to the Customers from providing technology solutions and services for the company's top 10 OEMs, accounting to 63.02% of the company is total Gross Sales Billed to the Customers. Any delay or failure on the part of such OEMs for providing such products, its failure to maintain the company is relationships with OEMs, or any material changes in the pricing, volume or other terms of existing agreements with such OEMs could materially and adversely affect its business, profitability and reputation.</li><li>The company is derive a significant part of its Gross Sales Billed to the Customers from a limited number of System Integrators. In Fiscal 2025, the company is derived 8.66% of its total Gross Sales Billed to the Customers from the company is top System Integrator, its failure to maintain the company is relationships with System Integrators, any loss or reduction of business from these System Integrators could reduce its Gross Sales Billed to the Customers and materially adversely affect its business, financial condition, and results of operations.</li><li>The company does not have long term commitments and enter into non-exclusive agreements with OEMs and SIs and certain of the agreements may have restrictive covenants and can typically be terminated without any cause. Any early termination or non-renewal of such agreements may adversely affect its business, results of operations and financial condition.</li><li>Its business is dependent on OEMs effectively maintaining, promoting or developing their brands in the relevant geographies, maintaining standard quality products, including launching new information and communications technology products at regular intervals, and providing timely delivery of their products and offerings. Any failure in this respect could adversely affect the demand for their products, thereby also materially and adversely affecting our Gross Sales Billed to the Customers.</li><li>The company is curate and provide solutions and offerings that address enterprises' needs. the company does not manufacture or develop any of the products used in its offerings.</li><li>Its face significant and competitive pressure from resellers and VADs, and failure to maintain and expand the company relationship with existing System Integrators or attract new System Integrators could materially and adversely affect its business.</li><li>The company is exposed to credit risk and may be exposed to delays and/or defaults in payments by such SIs, any failure or delay in collecting such receivables could adversely affect the company cash flows and financial results.</li><li>its business is dependent on the company is ability to attract and retain skilled IT professionals in order to identify and curate technology solutions. Failure to attract or retain such professionals could materially and adversely affect its business, financial condition and results of the company operations.</li><li>The company relies on the performance of our information technology systems and any interruption or abnormality in the same may have an adverse impact on the company business operations and profitability.</li><li>The company has experienced negative cash flows from operations in the past. the company is cannot assure you that its net cash flows will be positive in the future.</li><li>The company is operate in a rapidly evolving industry, which makes it difficult to evaluate its prospects and may increase the risk that the company will not continue to be successful. If its unable to capture technological changes by successfully distributing new and enhanced solutions, the company business, results of operations, financial, position and cashflows could be adversely affected.</li><li>Any changes in the proportion of software and allied support sales within the company is gross sales billed to customers during a reporting period may result in variations in its revenue from operations for such period.</li><li>The company is revenue has been recorded on a gross basis in the Audited Financial Statements for Fiscal 2023, whereas it has been accounted for on a net basis in the Restated Consolidated Financial Information (including for Fiscal 2023), and accordingly its revenue appearing in the Audited Financial Statements for Fiscal 2023 is not comparable to the company is Revenue from Operations for such periods appearing in the Restated Consolidated Financial Information included in this Red Herring Prospectus.</li><li>The Company will not receive any proceeds from the Offer for Sale. The Selling Shareholders will receive the net proceeds from the Offer for Sale.</li><li>Its business is concentrated in India, and any loss of business in India could have an adverse effect on its business, results of operations and financial condition.</li><li>Its inability to source products from OEMs outside India that we utilize in the company solutions and offerings in sufficient quantities could adversely affect its operations and profitability.</li><li>The company is could be subject to product liability claims or other contractual claims from System Integrators and/ or enterprise customers, for technology products and solutions sourced from OEMs or associated services, which may have a material adverse impact on it.</li><li>The company is Gross Profit and Gross Margin are relatively low, which magnifies the impact of variation in revenue and operating costs.</li><li>The company is profitability will suffer if its not able to maintain the company resource utilisation levels and productivity levels.</li><li>Any failure to maintain quality of service to its network of SIs and deal with complaints from the company network of SIs could materially and adversely affect its business and operating results.</li><li>Any failure to protect the company is proprietary technologies or information or its intellectual property rights may have an adverse effect on the company business, financial condition, and results of operations.</li><li>The company is Statutory Auditors have included an emphasis of matters in the examination report to the Restated Consolidated Financial Information included in this Red Herring Prospectus.</li><li>Failure to maintain confidential information of the company is OEMs and adherence to confidentiality clauses could have an adverse effect on its business, results of operations and financial condition.</li><li>The company is business depends on a strong brand and corporate reputation and if its not able to maintain and enhance its brand, the company is ability to grow its business and the company results of operations and financial condition may be adversely affected.</li><li>Exchange rate fluctuations in various currencies in which its do business could negatively impact its business, financial condition and results of operations.</li><li>The company is indebtedness and the conditions and restrictions imposed by the company is financing agreements and any noncompliance thereof may lead to, among others, suspension of further drawdowns, which may adversely affect its business, results of operations and financial condition.</li><li>Any downgrade in the company credit ratings could increase the company borrowing costs, affect its ability to obtain financing, and adversely affect its business, results of operations and financial condition.</li><li>If its unable to establish and maintain an effective internal controls and compliance system, over financial reporting, the company is reputation could be adversely affected.</li><li>The company is ability to pay dividends in the future will depend on the company earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.</li><li>The company has certain contingent liabilities that may adversely affect its financial condition.</li><li>the company is business requires working capital. Any failure in arranging adequate working capital for the company operations may adversely affect its business, results of operations, cash flows and financial condition.</li><li>Grants of stock options under any employee stock option plans may result in a charge to the company is statement of profit and loss and, to that extent, reduce its profitability and financial condition.</li><li>Cyber threats and non-compliance with and changes in privacy laws and regulations may adversely affect its business, results of operations and financial condition and cash flows.</li><li>The company is international operations expose is to complex management, legal, tax and economic risks. The company is purchase and supply arrangements may be governed by the laws of foreign jurisdictions and disputes arising from such arrangements may be subject to the exclusive jurisdiction of foreign courts.</li><li>Failure to obtain or renew approvals, licenses, registrations and permits to operate its business in a timely manner, or at all, may adversely affect its business, financial condition, cash flows and results of operations.</li><li>There are outstanding legal proceedings involving the Company which may adversely affect its business, financial condition and results of operations.</li><li>The Company is involved in an arbitration proceeding where Capgemini Technology Services India Limited has filed an arbitration petition against the Company before the High Court of Judicature at Bombay alleging non-performance of certain obligations under the agreement entered into between the Company and Capgemini Technology Services India Limited. Subsequently, the Company has entered into a settlement agreement with Capgemini Technology Services India Limited to resolve the dispute. The matter is currently pending.</li><li>The company is dependent on certain of its Promoters, Directors, Key Managerial Personnel and the company Senior Management Personnel, or inability to attract such personnel may adversely affect its growth and performance.</li><li>its Promoters and Promoter Group will continue to exert voting control over the Company after completion of the Offer, which may limit your ability to influence the outcome of matters submitted for approval of its shareholders.</li><li>The company is Registered and Corporate Office, along with certain of the company branch offices in and outside India, are located on premises taken on a leave and license basis or leased. There can be no assurance that these leave and license or leased agreement will be renewed upon termination, or that its will be able to obtain other premises on leave and license basis on same or similar commercial terms or at all.</li><li>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.</li><li>Certain of the company is Promoter, members of Promoter Group, Directors, Key Managerial Personnel and Senior Management Personnel have interests in the Company in addition to their normal remuneration or benefits and reimbursement of expenses incurred.</li><li>The company insurance coverage may not be sufficient or may not adequately protect it against all material hazards or credit risk, which may adversely affect its business, results of operations and financial condition.</li><li>Certain information in this Red Herring Prospectus is based on its internal classification methodologies, which may change and which may or may not be consistent with companies operating in the company is industry, and hence its cannot assure you of the completeness or the accuracy of such data.</li><li>The company has outstanding statutory dues. Any delays in payment of statutory dues may adversely affect its reputation and financial condition.</li><li>The Company does not have a comparable Indian listed peer, and accordingly investors shall not be able rely on comparisons with the Indian listed peer companies for the purpose of understanding performance of similarly placed Indian listed companies or business model in Indian markets.</li><li>Certain sections of this Red Herring Prospectus disclose information from the F&S Report which has been prepared exclusively for the Offer and commissioned by the Company and paid for by the Company on behalf of the Selling Shareholders exclusively in connection with the Offer, and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.</li></ul>