HP Telecom

Risks

• The company is dependent on original equipment manufacturers for the telecommunication products its distribute. Any delay or failures on part of such global technology brands to supply products may materially and adversely affect its business, profitability and reputation.

• The company business is dependent on telecommunication brands effectively maintaining, promoting or developing their brands and maintaining standard quality products including launching new information and communications technology products at regular intervals.

• The Company, its Promoters and Directors are parties to certain legal proceedings. Any adverse decision in such proceedings may have a material adverse effect on the company business, results of operations and financial condition.

• If the company is unable to maintain its relationships with the companay customers or if any of these parties change the terms of their arrangements with it, the company business could be materially and adversely affected.

• The company could be subject to product liability claims, which may have a material adverse impact on it.

• The reputation and goodwill associated with its brand name is critical to the success of the company business. An inability to maintain or enhance the popularity of its brand among brands and customers may adversely impact its business prospects and financial performance.

• The business premises from where the company operates are not owned by it.

• The company extend credit to its customers for a significant portion of the company sales to them. Any negative trends in their businesses could cause it significant credit loss and negatively impact the company cash flow and liquidity position.

• The company has experienced negative cash flows from operating activities and may do so in the future, which could have a material adverse effect on its business, prospects, financial condition, cash flows and results of operations.

• The company purchase inventory in anticipation of sales, and if its fails to manage the company inventory effectively during that period or if the inventory value declines, its business and results of operations could be adversely affected.

• The company business requires working capital. Any failures in arranging adequate working capital for its operations may adversely affect the company business, results of operations, cash flows and financial condition.

• The company relies on end consumers using one or more of its products, and are thus vulnerable to changes in consumer preferences and behavior that could adversely affect its profitability and financial condition.

• Any disruption or shutdown of its warehouse facility, or failures to achieve optimal capacity utilisation at such facility could adversely affect its business, results of operations and financial condition.

• The company is required to obtain, renew or maintain statutory and regulatory permits, licenses and approvals to operate its business and any delay or inability in obtaining, renewing or maintaining such permits, licenses and approvals could result in an adverse effect on its results of operations.

• The company lenders have charge over its movable and immovable properties in respect of finance availed by the company.

• The company is dependent on third-party transportation providers for the delivery of products distributed by it.

• Any inability to maintain or manage its workforce could have an impact on the company profitability. Further, wage pressures and increases in operating costs may reduce its profit margins.

• The company is dependent upon the business experience and skill of its promoters and management personnel. Loss of the company senior management or its inability to attract or retain such qualified personnel, could adversely affect its business, results of operations and financial condition.

• A significant majority of its revenues from operations are derived from a limited number of customers.

• The company ability to access capital at attractive costs depends on its credit ratings. Non-availability of credit ratings or a poor rating may restrict its access to capital and thereby adversely affect the company business and results of operations.

• Its may not be able to successfully manage the growth of the company operations and execute its growth strategies which may have an adverse effect on its business, financial condition, results of operations and future prospects.

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

• The Company`s insurance coverage may not be adequate to protect it against all material hazards which may result in disruptions of operations/monetary loss on account of stoppage of work.

• Its may be unable to sufficiently obtain, maintain, protect, or enforce the company intellectual property and other proprietary rights.

• Its management will have broad discretion in how the company apply the Net Proceeds, including interim use of the Net Proceeds, and there is no assurance that the objects of the Issue will be achieved within the time frame expected or at all, or that the deployment of the Net Proceeds in the manner intended by it will result in any increase in the value of your investment.

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

• One of its Group Company is engaged in activities which is similar to its business. This may be a potential source of conflict of interest for the company and which may have an adverse effect on its business, financial condition and results of operations.

• The company may be affected by competition law, the adverse application or interpretation of which could adversely affect its business.

• The company ability to pay dividends in the future will depends upon its future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in its financing arrangements.

• The average cost of acquisition of Equity Shares by its Promoter could be lower than the Issue Price.

• None of the Directors of the Company have experience of being a director of a public listed company.

• Proposed objects of the Issue for which funds are being raised have not been appraised by any bank or financial institution. Any inability on its part to effectively utilize the Issue proceeds could adversely affect the company financials.

• The company operates in a competitive business environment. Competition from existing players and new entrants and consequent pricing pressures could have a material adverse effect on its business growth and prospects, financial condition and results of operations.

• Its Promoters and some of the company Directors are interested in the Company, in addition to regular remuneration or benefits and reimbursement of expenses.

• The company could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could adversely affect its financial condition, results of operations and reputation.

• The company is subject to restrictive covenants under its financing agreements that could limit the company flexibility in managing its business or to use cash or other assets. Any defaults could lead to acceleration of its repayment obligations, termination of one or more of the company financing agreements or force it to sell its assets, which may adversely affect the company cash flows, business, results of operations and financial condition.

• Its Promoters and members of the Promoter Group will continue jointly to retain majority control over the Company after the Issue, which will allow them to determine the outcome of matters submitted to shareholders for approval.

• The company cannot guarantee the accuracy or completeness of facts and other statistics with respect to India, the Indian economy and industry in which the company operates contained in the Prospectus.

• There is no monitoring agency appointed by the Company and the deployment of funds are at the discretion of its management and the company board of Directors, though it shall be monitored by its Audit Committee.

• Subsequent to the listing of the Equity Shares, its may be subject to surveillance measures, such as the Additional Surveillance Measures and the Graded Surveillance Measures by the Stock Exchanges in order to enhance the integrity of the market and safeguard the interest of investors.

• The Equity Shares have never been publicly traded, and, after the Issue, the Equity Shares may experience price and volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the price of the Equity Shares may be volatile, and you may be unable to resell the Equity Shares at or above the Issue Price, or at all.

• The Issue price of its Equity Shares may not be indicative of the market price of the company Equity Shares after the Issue and the market price of its Equity Shares may decline below the Issue Price and you may not be able to sell your Equity Shares at or above the Issue Price.

• Any future issuance of Equity Shares, or convertible securities or other equity linked securities by the Company may dilute your shareholding and any sale of Equity Shares by its Promoters or members of the company Promoter Group may adversely affect the trading price of the Equity Shares.

• 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.

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

• QIB 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 submitting a Bid.

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

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

• QIB 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 submitting a Bid.