Orient

Risks

• The company is heavily reliant on its top 10 customers, and the loss of such customers or a significant reduction in purchases by such customers will have a material adverse impact on its business.

• The company depends on few Customer Industries for majority of its revenue from operations. Loss of customers in these Customer Industries may result in an adverse effect on its business, revenue from operations and financial conditions.

• The company is heavily reliant on a few vendors/ suppliers and the company typically does not enter into long-term contracts or arrangements with its vendors. Any loss of such vendors/suppliers or any increase in the price will have a material adverse impact on its business and the company revenue.

• Its success depends on the company long-term relationship with its customers. The company does not, generally, enter into long-term contracts with its customers. Loss of one or more of its customers or reduction in their demand for the company solutions offering could adversely affect its business, results of operation and financial conditions.

• Delays or defaults in customer payments and receivables may have an adversely impact its profits and cash flows.

• The company intend to utilise a portion of the Net Proceeds for funding its capital expenditure requirements for interior development and purchase of equipment for its new office. If the costs of this development and the risk of unanticipated delays in implementation and cost overruns related to the said development are higher than expected, it could have a material adverse effect on its financial condition, results of operations and growth prospects.

• The company intend to utilise a portion of the Net Proceeds towards acquisition of identified office premise at Navi Mumbai for which the company has entered into an Agreement for Sale. Its inability to acquire the office premise could have a material adverse effect on its financial condition, results of operations and growth prospects.

• Its future success will depends on the company ability to effectively implement its business and growth strategies. Further, the Company is under the process of adopting a new line of business. its failures in effectively implementing the company`s business and growth strategies or successfully operating in its new line of business may adversely affect its results of operations.

• The company has dues which are outstanding to its creditors. Any failures in payment of these dues may have a material adverse effect on its reputation, business and financial condition.

• The company has incurred negative net cash from operating activities, investing activities and financing activities in the past. Negative net cash in operating activities, investing activities and financing activities in the future could have an adverse impact on its growth prospectus.

• The company has a large work force and its employee benefit expense is one of the larger components of the company fixed operating costs. An increase in employee benefit expense could reduce its profitability. Further any IT system failures or lapse on part of its employees may lead to operational interruption, inabilities, or reputational harm.

• A significant proportion of its orders are from government related entities which award the contract through a process of tender. Tenders, typically, are awarded to the lower bidder once all other eligibility criteria are met. its performance could be adversely affected if the company is not able to successfully bid for these contracts or required to lower its bid value.

• Its business is heavily reliant on highly skilled professionals. If the Company is unable to retain its existing highly skilled professionals or attract new highly skilled professionals, its ability to manage and staff new projects or to continue to expand existing projects may have an adverse effect and consequently have an adverse impact on its business, result of operation and financial condition.

• The company operates in a competitive industry. Any inability to compete effectively may lead to a lower market share or reduced operating margins.

• The Company has in the past made certain delayed filings with the RoC. In addition, there have been instances of factual inaccuracies in its corporate filings and certain corporate filings of the Company are not traceable.

• The company has not yet placed orders in relation to the capital expenditure for the purchase of equipment for its Navi Mumbai Property. In the event of any delay in placing the orders or in the event the vendor is not able to provide the equipment in a timely manner, or at all, it may result in time and cost overrun and its business, prospects and results of operations may be adversely affected.

• Certain contracts with its customers and purchase orders placed with the company customers typically include provisions for liquidated damages which if invoked, could have an adverse effect on its business, result of operations and financial condition.

• The company may faces liability due to any damage to, or any failure of its information technology systems or security breaches in the company`s information technology systems or if its inappropriately disclose confidential information and such liability may have an adverse effect on its business, result of operation and financial condition.

• The Company, in the past has delayed in payment of statutory dues.

• The company does not have documentary evidence for the educational qualifications of one of its Promoters who is also the Whole Time Director of the Company, included in `Its Management` in this Red Herring Prospectus.

• The company is heavily reliant on its Promoters, Key Managerial Personnel, Senior Managerial Personnel and persons with technical expertise. Failures to retain or replace them will adversely affect its business.

• The Company has in the past entered into related party transactions and may continue to do so in the future and its cannot assure you that the company could not have achieved more favourable terms if such transactions had not been entered into with related parties and that such transactions will not have an adverse effect on its financial conditions and result of operation.

• Its current order book value is not necessarily indicative of future growth. Further, some of the orders that constitute its current order book could be cancelled, put in abeyance, delayed, or not paid for by its customers, which could adversely affect the company financial condition.

• Majority of its directors does not have any experience of being a director in a listed company. This may requires them to divert their attention from its business concerns to understand the detailed operations of a listed company.

• Conflicts of interest may arise out of common pursuit between the Company and entities forming part of its Promoter Group.

• Inability to obtain or protect its intellectual property rights may adversely affect the company`s business.

• There are certain outstanding legal proceedings involving the Company, and Promoters which, if determined against it, could have a material adverse effect on its business, cash flows, financial condition and results of operations.

• Its operations are heavily dependent on the company technology partnership and loss of any such partners may impact its business operations, results from operations and financial conditions.

• Device-as-a-Service (DaaS) market in India is at a very nascent stage and fragmented currently (Source: CRISIL Report). The company cannot assure you that its new venture into DaaS market will enable it to increase its overall revenue from operations.

• Failures to keep its technical knowledge confidential could erode the company competitive advantage.

• Failures to meet quality standards for its solutions offering required by the company customers may lead to cancellation of existing and future orders and expose it inter alia to warranty claims, including monetary liability.

• Any failures to obtain, renew and maintain requisite statutory and regulatory permits, licenses and approvals for its operations from time to time may adversely affect the company`s business.

• The company has incurred significant indebtedness which exposes it to various risks which may have an adverse effect on its business, results of operations and financial conditions. Conditions and restrictions imposed on it by the agreements governing its indebtedness could adversely affect its ability to operates the company`s business.

• Its Promoters, who are also the Selling Shareholders, have subscribed to, and purchased, Equity Shares, at a price which could be below the Offer Price. The average cost of acquisition of Equity Shares by its Promoters could also be lower than the Offer Price.

• Its Promoters and Promoter Group will, even after the completion of the Offer, continue to be its largest Shareholders and can influence the outcome of resolutions, which may potentially involve conflict of interest with the other Shareholders.

• Its Promoters and some of the company Directors and Key Managerial Personnel have interests in the Company other than reimbursement of expenses incurred and normal remuneration or benefits.

• The Company`s operations are subject to varied business risks and the Company`s insurance cover may prove inadequate to cover the economic losses of the Company.

• The company has availed on license, the use of certain properties, including its Corporate Office, from which the company operates the company`s business. There can be no assurance that the leave and license agreements will be renewed upon termination or that the company will be able to obtain other premises on lease on the same or similar commercial terms. Further, the company does not own its Corporate Office and have executed a leave and license agreement for use of its Corporate Office.

• Regulatory, legislative or self-regulatory developments regarding privacy and data security matters could adversely affect its ability to conduct the company`s business and impact its financial condition.

• 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.

• Any material deviation in the utilisation of Offer Proceeds shall be subject to applicable law.

• Its contingent liabilities could materially and adversely affect the company`s business, results of operations and financial condition.

• The company may not be able to secure additional funding in the future. In the event the Company is unable to obtain sufficient funding, it may delay its growth plans and have a material adverse effect on its business, cash flows and financial condition.

• The Company has paid dividends in the last 3 Fiscals. However, there cannot be any assurance that the Company will be in a position to pay dividends in the future.

• The objects of the Offer for which funds are being raised have not been appraised by any bank or financial institution and are based on management estimates.

• This Red Herring Prospectus contains information from an industry report prepared by CRISIL which the company has commissioned and paid for.

• A portion of its revenues and the company expenses are denominated in foreign currency. Adverse foreign currency exchange rate fluctuations could adversely impact its business, results of operation and financial condition.

• Certain non-GAAP financial measures and certain other statistical information relating to its operations and financial performance like Gross margin, EBITDA, EBITDA margin, return on net asset, PAT margin and return on equity have been included in this Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable.