Gni Infrastructure Limited

Our business is substantially dependent on government projects, which contributed 98.37%, 87.17%, 86.09% and 94.61% of our revenue from operations for the nine-month period ended December 31, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Any adverse change in government policies, budgetary allocations, tendering norms, payment cycles, contractual terms or our relationship with such authorities may adversely affect our order book, revenue visibility, working capital cycle, business, financial condition, results of operations and cash flows.(Customer Concentration)

Our revenue is concentrated among a limited number of clients. Our top five clients contributed 87.02%, 77.97%, 82.24% and 94.23% of our revenue from operations for the nine-month period ended December 31, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Any loss of business from, reduction in scope of work or non-payment by these clients could adversely affect our business, results of operations and financial condition.(Customer Concentration)

We have initiated certain recovery proceedings against government authorities in relation to contractual claims arising from infrastructure projects executed by us. These include proceedings seeking recovery of ₹111.57 million with interest in relation to construction and improvement works in Jalna District, ₹115.16 million with interest in relation to irrigation civil works and ₹19.51 million with interest in relation to civil works for infrastructure. The process for recovery of amounts due to us may be time-consuming and may not fully compensate us for costs incurred, resources deployed or profits expected from the project.(Litigation)

A Public Interest Litigation bearing number 83 of 2024 has been filed before the High Court of Judicature at Bombay, Bench at Aurangabad, in relation to the work order dated September 23, 2024 for legacy waste remediation by biomining. The petitioners have alleged breach of tender conditions and non-compliance with applicable waste management laws and have sought, among other reliefs, quashing of the work order, re-allotment of the tender and restraint against continuation of related work.(Litigation)

Infrastructure projects awarded by government may be delayed due to factors beyond our control, including delay in site availability, land acquisition, right-of-way issues, shifting of utilities, delay in approvals, adverse weather conditions, public opposition, funding constraints, delay in certification of work completed or changes in scope of work. Such challenges may result in cost overruns, extended deployment of manpower and machinery, delayed billing and collection cycles, higher working capital requirements and reduced profitability.(Operational)

Government and public sector contracts may be terminated or foreclosed for reasons specified in the relevant contract, including delays, alleged non-performance, breach of specifications, non-compliance with safety or environmental requirements, failure to maintain performance security or other alleged defaults. Even where termination or foreclosure occurs without default on our part, the process for recovery of amounts due to us may be time-consuming and may not fully compensate us for costs incurred, resources deployed or profits expected from the project.(Operational)

Our contracts with government authorities are typically awarded through competitive bidding processes and are generally based on standard-form terms prescribed by the relevant authority. We usually have limited ability to negotiate these terms. Such contracts may include provisions relating to performance security, retention money, defect liability, maintenance obligations, liquidated damages, indemnities, suspension, termination, price variation, change in scope and dispute resolution. These provisions may allocate significant execution, delay, cost escalation, maintenance, safety and compliance risks to us.(Contractual)

The manner of calculation and presentation of some of our financial and operational performance indicators and the assumptions and estimates used in such calculations, may vary from those used by other companies in India and other jurisdictions. This may make it difficult to compare our performance with that of other companies.(Financial Reporting)