Pro FX

Risks

• The company depends on its global suppliers/ manufacturers or domestic vendors for its operations and unsatisfactory products provided by them or failures to maintain relationships with them could disrupt its operations. Further, the company may not be able to pass on any increase in costs levied by its global suppliers/manufacturers or vendors to the company customers.

• Termination or non-renewal of Distribution Agreements or any material modification to the existing terms under such agreements adverse to its interest will materially and adversely affect the company ability to continue its business and operations and the company future financial performance.

• Its business and profitability heavily relies on the consistent and timely availability of finished products. Any disruption in supply or price volatility of these products can negatively impact its operations and financial health. Additionally, the company dependence on third-party suppliers, without firm supply commitments or exclusive arrangements, poses a risk. The loss of any suppliers could adversely affect its business, operational outcomes, and financial condition.

• The company future growth is dependent upon its ability to identify and maintain new products, technologies and customers that achieve market acceptance with acceptable margins.

• The Company is yet to execute lease/rent agreements for its proposed Three Showroom cum experience centres.

• The company does not own the registered office, corporate office, warehouse, Service Centres and Showrooms from which the company carry out its business activities. In case of nonrenewal of rent agreements or dispute in relation to use of the said premise, its business and results of operations can be adversely affected.

• Its business is dependent on global suppliers/manufacturers effectively maintaining, promoting or developing their brands and maintaining standard quality products including launching new AV (Audio-Video) products at regular intervals.

• A significant majority of its revenues from operations are derived from particular mode of sales i.e distribution of (AV)Audio Video Products.

• Its may not be successful in the company efforts to monetize its products and services.

• The restated financial statements have been provided by peer reviewed chartered accountants who is not statutory auditor of the Company.

• If the company fails to retain existing users or add new users, or if the company is unable to maintain its relationships with the company`s customers, its revenue, financial results, and business may be significantly harmed.

• Its business is working capital intensive. If the company is unable to generate sufficient cash flows to allow it to make required payments on its debt or fund working capital requirements, there may be an adverse effect on its results of operations.

• The Company is yet to place orders for Interior Work and display stocks for the proposed 3 showrooms cum experience Centres. Any delay in placing orders or procurement of such items may delay the schedule of implementation and possibly increase the cost of commencing operations.

• Its reliance on overseas procurement exposes the company to risks such as geographical concentration and foreign currency exchange fluctuations, which could adversely impact its business, results of operations, and financial condition.

• The company is subject to restrictive covenants under its credit facilities that limit the company operational flexibility.

• The company use third-party dealers to market, sell and deliver products in the market and are subject to risks associated with these arrangements.

• The company could be subject to product liability claims, refunds and recalls or return of products, warranty claims which may have a material adverse impact, in which case its business and revenues, and ultimately the company reputation, could be negatively affected.

• The company`s business is dependent on certain suppliers and the loss of one or more of them would have a material adverse effect on the business.

• 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.

• Its historical performance is not indicative of the company future growth or financial results and we may not be able to sustain or increase its historical growth rates.

• A slowdown or shutdown in operations of its manufacturing partners could have an adverse effect on the company business, results of operations, financial condition and cash flows.

• Technological changes and evolving user preferences impact the demand for its products, potentially leading to price declines and inventory obsolescence, thereby affecting the company revenue.

• Any Penalty or demand raised by statutory authorities in future will affect financial position of the Company.

• The company faces substantial and increasingly intense competition in the AV (Audio-Video) Industry & Automation Industry. If the company is unable to compete effectively, its business, financial condition, results of operations and prospects would be materially and adversely affected.

• There are certain discrepancies/errors noticed in some of its corporate records relating to forms filed with the Registrar of Companies and other provisions of Companies Act, 2013. Any penalty or action taken by any regulatory authorities in future, for non-compliance with provisions of corporate and other law could impact the reputation and financial position of the Company to that extent.

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

• There are outstanding legal proceedings involving the Company. Any adverse decisions could impact its cash flows and profit or loss to the extent of demand amount, interest and penalty, divert management time and attention, consume financial resources in their defence or prosecution, affect our reputation, standing and future business and have an adverse effect on its business, prospects, results of operations and financial condition.

• Its insurance coverage may not be adequate to protect us against certain operating hazards and this may have a material adverse effect on the company business.

• 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.

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

• The company has experienced negative operating cash flows in the past. Any operating losses or negative cash flows in the future could adversely affect its results of operations and financial conditions.

• The company has in the past entered into related party transactions and may continue to do so in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on the Company`s financial condition and results of operations.

• Its success depends on employees with technical knowledge and reliable sales teams, who are able to maintain quality and consistency in customer service. Its inability to attract or retain sales personnel or employees with technical knowledge could adversely affect its business, financial condition and results of operations.

• The company is heavily dependent on its Promoters and Key Managerial Personnel for the continued success of the company business through their continuing services and strategic guidance and support.

• Its may seek to expand the company product portfolio and target emerging product areas. If such products does not witness demand that the company expect them to, its business and results of operations may be adversely affected.

• Its contingent liabilities as stated in the company Restated Financial Statements could affect its financial condition.

• Adverse publicity regarding any product the company sell could negatively impact it.

• The company may be subject to employee unrest, slowdowns and increased wage costs, which may have an adverse effect on its business, operations, the company cash flow and financial condition.

• If the Company is unable to protect its intellectual property, or if the Company infringes on the intellectual property rights of others, its business may be adversely affected.

• Non-compliance with and changes in, safety, health, environmental, labour and other laws could adversely affect its business, results of operations and cash flows.

• Non-compliance with and changes in, safety, health, environmental, labour and other laws could adversely affect its business, results of operations and cash flows.

• Certain unsecured loans have been availed by the company which may be recalled by lenders.

• The company is subject to the risk of failures of, or a material weakness in, its internal control systems.

• There may be potential conflicts of interest if its Promoters or Directors get involved in any business activities that compete with or are in the same line of activity as its business operations.

• The company has issued Equity Shares in the last 12 months at a price which could be lower than the Issue Price.

• The average cost of acquisition of Equity Shares by its Promoters, could be lower than the price determined at time of filing the Red Herring Prospectus.

• Its Promoter and the Promoter Group will jointly continue to retain majority shareholding in the Company after the issue, which will allow them to determine the outcome of the matters requiring the approval of shareholders.

• The determination of the Price Band is based on various factors and assumptions, and the Issue Price of its Equity Shares may not be indicative of the market price of the company Equity Shares after the Issue.

• 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 Red Herring Prospectus.

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

• The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency and shall be purely dependent on the discretion of the management of the Company.

• Any variation in the utilization of the Net Proceeds as disclosed in this Red Herring Prospectus shall be subject to certain compliance requirements, including prior approval of the shareholders of the Company.

• 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.

• There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the Emerge Platform of NSE Platform in a timely manner or at all.

• The Objects of the Issue for which funds are being raised have not been appraised by any bank or financial institution. Any variation between the estimation and actual expenditure as estimated by the management could result in execution delays or influence its profitability adversely.

• The company has not identified any alternate source of funding and hence any failures or delay on the company part to mobilize the required resources or any shortfall in the Issue proceeds may delay the implementation schedule.

• 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 Investors are not permitted to withdraw their Bids after Bid/Issue Closing Date.