Rashi Peripheral

The Company is a leading and the fastest growing Indian distribution partner for information and communications technology products having all the leading brands/OEMs as compared to other leading ICT distributors in India.

The Company is present pan-India and has multi-channel distribution footprint backed by dedicated in-house infrastructure.

The Company has long term relationships with marquee global technology brands supported by its committed strategy on engagement with customers.

The Company has a diversified and comprehensive product portfolio and offer additional solutions.

The Company has a scalable business model supported by advanced technology stack.

The Company has a consistent track record of superior financial performance and return metrics.

The Company has experienced promoters and a professional senior management team.

The company is dependent on various vendors, who are global technology brands, for the products its distribute. Any delay or failure on part of such global technology brands to supply products may materially and adversely affect its business, profitability and reputation.

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

If the company is unable to maintain its relationships with it Channel Partners or 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 is reliant on its relationships with certain online marketplaces and disruptions to such relationships or changes in their business practices, may adversely affect its business and the company financial condition, results of operations and cash flows.

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

Certain of its contracts or distribution agreements may have restrictive covenants and can typically be terminated without cause, which could negatively impact its business, results of operation and financial condition.

Increasing competition in the information and communications technology products distribution industry may create certain pressures that may adversely affect its business, prospects, results of operations, cash flows and financial condition.

The reputation and consumer goodwill associated with the company brand name is critical to the success of its 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 company has significant credit exposure to its Channel Partners and other customers, and negative trends in their businesses could cause it significant credit loss and negatively impact its cash flow and liquidity position.

The company gross margins are low, which magnifies the impact of variation in revenue, operating costs, bad debts and interest expense on its operating results.

The Company, Directors, Promoters and Subsidiaries are or may be involved in certain legal and regulatory proceedings. Any adverse decision in such proceedings may have a material adverse effect on its business, financial condition, cash flows and results of operations.

Certain filings and instructions made in respect to transfer of shares of the Company are not traceable.

The current and continuing impact of the COVID-19 pandemic on its business and operations, including its impact on the ability or desire of consumers to purchase products that the company distribute, may have an adverse effect on its business, results of operations, financial condition and cash flows.

The company purchase inventory in anticipation of sales, and if its fail 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.

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

Failure to obtain or renew approvals, licenses, registrations and permits to operate its business in a timely manner, or at all, may adversely affect the company business, financial condition, cash flows and results of operations.

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

The company is dependent on third-party transportation providers for the delivery of products distributed by us, and for warehousing services in Chennai, Tamil Nadu.

A portion of its funding requirements and proposed deployment of the Net Proceeds are based on management estimates and may be subject to change based on various factors, some of which are beyond its control.

The objects of the Offer include funding working capital requirements of the Company, which is based on certain assumptions and estimates.

The company`s 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.

Any failure to maintain quality of customer service and deal with customer complaints could materially and adversely affect its business and operating results.

The company past performance may not be indicative of its future growth. An inability to effectively manage the company growth and expansion may have a material adverse effect on its business prospects and future financial performance.

The Company`s business relies on the reliable performance of its information technology systems and any interruption or abnormality in the same may have an adverse impact on its business operations and profitability.

The company relies on revenue generated from its lifestyle and IT essentials vertical and the company Personal Computing, Enterprise and Cloud Solutions vertical for its sales revenue. Any sudden fall in the revenues from either of these verticals may adversely affect its financial condition and profitability.

Its Subsidiary, ZNet Technologies Private Limited, is engaged in providing cloud computing services, and its technology and practices may face data privacy and security concerns. Software bugs, security breaches, and attacks on the systems of ZNet Technologies Private Limited could result in the improper disclosure and use of user data and interference with its users and customers` ability to use its products and services, harming its business operations and reputation.

The company enter into certain related party transactions in the ordinary course of its business and the company cannot assure you that such transactions will not have an adverse effect on its results of operation and financial condition.

The company growth strategy to expand into new geographic areas exposes it to certain risks, which if the company is unable to manage, may have a material adverse effect on its operations.

The company has branches, services centres, warehouses located across India and any adverse development affecting such regions may have an adverse effect on its business, prospects, financial condition and results of operations.

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

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.

The company may be subject to fraud, theft, employee negligence or similar incidents.

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

Any negative cash flows in the future would adversely affect its cash flow requirements, which may adversely affect the company ability to operate its business and implement it growth plans, thereby affecting the company financial condition.

As of September 30, 2022, the company had contingent liabilities which have not been provided for in its financial statements and could adversely affect the company financial condition.

Some of its branches, service centres and warehouses are located on premises held by it on a leasehold basis. The company cannot assure you that the lease deeds governing these premises will be renewed upon termination or that its will be able to obtain other premises on same or similar commercial terms.

One of its Subsidiaries, ZNet Technologies Private Limited, has incurred losses after tax in the last three Fiscals and the six month period ended September 30, 2022.

The company previous Statutory Auditors have included matters of emphasis on the basis of preparation of special purpose consolidated financial statements.

The company international operations expose it to complex management, legal, tax and economic risks. Its 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.

Grants of stock options under any employee stock option plans may result in a charge to the company statement of profit and loss and, to that extent, reduce its profitability and financial condition.

The company is dependent on certain of the Promoters, its senior management team, and Key Managerial Personnel, and the loss of the Key Managerial Personnel or senior management may adversely affect the company growth and performance.

The company has incurred indebtedness and an inability to comply with repayment and other covenants in the financing agreements could adversely affect the company business and financial condition. Further, certain of its financing agreements involve variable interest rates and an increase in interest rates may adversely affect the company results of operations and financial condition.

Certain unsecured loans have been availed by it which may be recalled by lenders.

The company may not be able to successfully undertake or integrate its acquisitions or investments, which may negatively affect their performance and respective contributions to the company results of operations.

The company relies on financing from banks or financial institutions to carry on its business operations, and inability to obtain additional financing on terms favourable to it or at all could have an adverse impact on the financial condition. If the company has unable to raise additional capital, its business and future financial performance could be adversely affected.

Any downgrade in the company credit ratings could increase its borrowing costs, affect it ability to obtain financing, and adversely affect its business, results of operations and financial condition.

The company growth and profitability depend on the level of consumer confidence and spending in India and the overseas jurisdictions in which its operate.

The company may be subject to risks of infringement claims.

If the company has unable to establish and maintain an effective internal controls and compliance system, its business and reputation could be adversely affected.

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

The company`s business is subject to seasonal and cyclical volatility due to which there may be fluctuation in the sales of products which could lead to higher closing inventory position, which may adversely affect its business.

The company Promoters, certain of its Directors and Key Managerial Personnel are interested in the Company`s performance in addition to their remuneration and reimbursement of expenses.

The company Promoters, Directors, Key Managerial Personnel and other key executives of the Company and Subsidiaries may enter into ventures that may lead to real or potential conflicts of interest with the company business. Further, conflicts of interest may arise out of common business objects between the Company, Subsidiaries and Group Companies.

The company insurance cover may not be adequate or its may incur uninsured losses or losses in excess of the company insurance coverage.

Industry information included in this Draft Red Herring Prospectus has been derived from an industry report prepared by Technopak Advisors Private Limited exclusively commissioned and paid for by it for such purpose.

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

The company Promoters and Promoter Group will continue to exercise significant influence over it after completion of the Offer.

The company face foreign exchange risks that could adversely affect its results of operations and cash flows.

The Company may not be able to pay dividends in the future. The ability to pay dividends in the future will depend upon its future earnings, financial condition, cash flows, working capital requirements and capital expenditures and the terms of the company financing arrangements.

The company has in this Draft Red Herring Prospectus included certain non-GAAP financial measures and certain other industry measures related to its operations and financial performance. These non-GAAP measures and industry measures may vary from any standard methodology that is applicable across the Indian information technology distribution industry, and therefore may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies.