Mouri Tech Limited IPO

The company derives a significant portion of the company's revenue from customers located in the United States. In the nine months ended December 31, 2024 and Fiscal 2024, the company's revenue from the customers located in the United States was 87.32% and 82.38% of the revenue from operations during the periods, respectively. Any adverse developments related to competition, as well as economic, political, regulatory circumstances including on account of any on-going economic slowdown and inflationary trends in the United States could adversely affect its business, results of operations, cash flows and financial condition.

The company's generate a significant portion of the company's revenues from its top 10 customers. In the nine months ended December 31, 2024 and Fiscal 2024, the company's revenue from top 10 customers was 35.19% and 47.22% of the revenue from operations during the periods, respectively. Any loss or reduction of business from these customers and the company's inability to maintain close relationship with these customers could reduce its revenues and adversely affect its business, cash flows, financial condition and results of operations.

The company typicallys do not have long term commitments with our customers. The term of the agreements the company enters into with its customers typically range from six months to five years. The company's customers may terminate contracts before completion, negotiate adverse terms of the contract or choose not to renew contracts, which could adversely affect its business, cash flows, financial condition and results of operations.

The company derives a significant portion of the company's revenue from enterprise digital transformation and intelligent enterprise resource planning ("iERP") solutions. In the nine months ended December 31, 2024 and Fiscal 2024, the company's revenues from digital transformation was 48.26% and 44.04%, and iERP was 34.13% and 41.32%, of the company's revenue from operations, respectively. Any decline in the demand of these offerings, whether due to changing customer preferences, technological evolution, or new industry trends could reduce its revenues and adversely affect the company's business, cash flows, financial condition and results of operations.

The company's, through one of its Subsidiaries, MT USA, have undertaken acquisitions of Vertisystem Inc. and its subsidiaries, Vertisystem Global Private Limited, Tek Gigz LLC, V3Tech Solutions, Inc., Mouri Tech Pte. Ltd. (formerly known as Versant Systems Pte. Ltd.), its wholly owned subsidiaries Versant Systems Private Limited, Kompsoft Inc. and MOURI Tech Costa Rica, S.R.L (formerly known as Vertisystem Costa Rica, LLC, S.R.L), to expand our offerings and acquire new customers. If the company fails to integrate or manage such acquired companies or businesses efficiently, or if the acquired companies or businesses are difficult to integrate, or divert management resources or do not perform to the company's expectations, the company may not be able to realise the benefits envisioned for such acquisitions, and the company's overall profitability and growth plans could be adversely affected.

There have been certain delays in our filings with the RBI under FEMA laws in relation of subscription of shares of the company's Subsidiaries, MT Canada and MT England and the company has filed a compounding application in this regard.

A significant increase in the attrition rate among IT professionals could decrease our operating efficiency and productivity and could lead to a decline in demand for the company's services (the voluntary attrition rate of the company's IT professionals in the nine months ended December 31, 2024 and Fiscal 2024 was 12.92% and 14.65%, respectively. If the company fails to attract and retain IT professionals, the company may not have the necessary resources to properly staff projects, and failures to successfully compete for such IT professionals could adversely affect its business, cash flows, financial condition and results of operations.

The company's success depends on the continuing services of the company's Senior Management, and Key Managerial Personnel ("KMPs"). If the company is unable to attract and retain them, or if any of them join a competitor or start a competing business, the company may not be able to maintain client relationships and grow effectively, which may adversely affect its business, cash flows, results of operations and financial condition.

The cost of providing our services is affected by the utilisation rates of the company's employees. The company's workforce utilization rate excluding BPO services was 81.12% and 81.36% in the nine months ended December 31, 2024 and Fiscal 2024, respectively. Our profitability will suffer if the company is not able to maintain utilisation rates of the company's employees.

The company's business depends on the company's ability to successfully collect payments from its customers. Our total days sales outstanding ("DSO") was 103 days and 94 days in the nine months ended December 31, 2024 and Fiscal 2024. If the company is unable to collect the company's receivables from, or bill its unbilled services to, the company's customers, the company's results of operations, financial condition and cash flows could be adversely affected.