GNG Electronics Limited IPO

1. As of Fiscal 2025, Fiscal 2024 and Fiscal 2023, the company derived 75.59%, 67.87% and 79.97%, respectively, of its operational revenue from only sales of laptops and therefore its continued success is necessary for its business and prospects. Any decline in the demand for such product may have an adverse impact on the company business, revenue and profitability.

2. Increase in the prices of parts and materials essential for its operations may negatively impact the company business and financial performance. Furthermore, its ability to procure these parts and materials may be affected by price fluctuations in the future.

3. The company has substantial indebtedness which requires significant cash flows to service and limits its ability to operates freely. Its debt servicing coverage ratio for Fiscal 2025, Fiscal 2024 and Fiscal 2023 was 0.25 times, 0.25 times and 0.40 times, respectively. Any breach of terms under the company financing arrangements or its inability to meet the company obligations, including financial and other covenants under its debt financing arrangements may adversely affect the company business and financial condition.

4. The company revenue generated from outside India accounts for a significant portion of its revenue from operations. As of Fiscal 2025, Fiscal 2024 and Fiscal 2023, the company derived 75.53%, 57.97% and 50.53%, respectively, of its revenue from outside India. Any failure to manage the company business in overseas markets or its inability to grow the company business in new geographic markets may affect its growth, which may have a material adverse effect on the company business, operations, prospects or financial condition.

5. A substantial portion of its revenues is dependent on the company top 10 customers. During Fiscals 2025, 2024 and 2023 the companu derived 46.59%, 55.77% and 44.14%, respectively of its total revenue from operations from the company top 10 customers. The loss of any of these customers may adversely affect the company revenues and profitability.

6. The company depends on a limited number of suppliers for its inventory. Any interruption in the availability of inventory may adversely impact its operations. Further, any failures by the company suppliers to provide inventory to it on time or at all, or as per the company specifications and quality standards may have an adverse impact on its ability to meet the company delivery schedules.

7. A significant part of its total revenue from operations i.e. 66.66%, 49.59% and 50.28% in Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively were through the company Material Subsidiary, Electronics Bazaar FZC. ("EB FZC"), and the company is dependent on the operating income and cash flows generated by EB FZC. Any loss or reduction in the business attributable to its EB FZC, or a change in the company shareholding in EB FZC, could have a material adverse effect on its business, prospects, results of operations, cash flows and financial condition.

8. The Company's positive cash flow from operating activities is significantly influenced by changes in working capital loans. A reduction in the availability or utilization of these loans could adversely affect the Company's operational cash flow and its ability to manage working capital requirements.

9. The company has experienced reduction in its business-to-consumer ("B2C") sales in Fiscal 2025, Fiscal 2024 and Fiscal 2023.

10. 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.