<ul><li>We are significantly dependent on the provision of our services namely, Security manpower services and Integrated facility management. Our aggregate revenue from Security manpower services and Integated facility management accounted for 46.12% and 53.88% respectively for the period ended 30 September 2024, 47.67% and 52.33% respective for the period ended March 2024, 44.32% and 55.68% respectively for the period ended March 2023, 51.16% and 48.84% respectively for the period ended March 2022. An inability to anticipate and adapt to evolving client preferences and demand for the said services, or ensure service quality, may adversely impact demand for our services, brand loyalty and consequently impact our business, results of operations, financial condition and cash flows.</li><li>Our revenues have been significantly dependent on few customers and our inability to maintain such business may have an adverse effect on our results of operations.</li><li>Our revenues have been significantly dependent on the government contracts and our inability to maintain such business may have an adverse effect on our results of operations.</li><li>A significant portion of our revenue is derived from a few geographical regions and any adverse developments affecting such regions could have an adverse effect on our business, cash flows, results of operation and financial condition.</li><li>There are outstanding legal proceedings involving our Company, Promoters, Directors and Group Companies. Any adverse decision in such proceedings may have a material adverse effect on our business, results of operations and financial condition.</li><li>Our Company has negative cash flows from its operating activities as well as financing activities in the past years, details of which are given below. Sustained negative cash flow could impact our growth and business.</li><li>Our Company has commenced the business activity of Facility Management Services w.e.f. April 01, 2022. However, the Object Clause of the Memorandum of Association of our Company did not have any such clause which permitted our Company to undertake Facility Management Services. Accordingly, our Company is in non-compliance with the provisions of Section 4(1)(c) of the Companies Act, 2013 and penalties may be levied by the Registrar of Companies, on the Company and defaulting directors in accordance with Section 450 of the Companies Act, 2013.</li><li>Mr. Vinod Gupta (DIN: 00530291), Promoter of our company, held the position of Director in S.G. and Sons Private Limited (CIN: U51909DL1995PTC068290) [herein after referred to as "SGSPL"] and SGSPL was compulsorily struck off by the Registrar of Companies, NCT of Delhi & Haryana w.e.f., June 07, 2017 under the provisions of Section 248 (1) of the Companies Act, 2013 on the grounds that neither SGSPL carried on any operation for a period of two years and nor did it obtain the status of Dormant Company under the provisions of Section 455 of Companies Act, 2013. Further Mr. Vinod Gupta has been disqualified to act as Director under section 164(2)(a) of the Companies Act, 2013 for the period of five year (i.e., November 01, 2016 to October 31, 2021) due to non-filing of Financial Statements and Annual Returns for a continuous period of three financial years w.r.t., SGSPL. The association of Mr. Vinod Gupta with a Company which was compulsorily struck off by the Registrar of Companies in the past and Disqualification of his Directorship in the past, could result in possible reputation loss to our Company and may cause undue disadvantage on the perception of the investors about our Company.</li><li>Our Company has failed to file Form DIR-12 w.r.t. vacation of office of Mr. Vinod Gupta (DIN: 00530291) w.e.f., September 15, 2017 (i.e., date of Notification of List of Disqualified Directors by Registrar of Companies, NCT of Delhi & Haryana) in compliance with provisions of Section 167 (1)(a) of the Companies Act, 2013. Accordingly, our Company is in non-compliance with the provisions of Rule 18 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and consequently penalties may be levied by the Registrar of Companies, on the Company and defaulting directors in accordance with Section 172 of the Companies Act, 2013.</li><li>Consequent to non-filing of Form DIR-12 with respect to the vacation of office of Mr. Vinod Gupta (DIN: 00530291) w.e.f., September 15, 2017 (i.e., date of Notification of List of Disqualified Directors by Registrar of Companies, NCT of Delhi & Haryana) in compliance with provisions of Section 167(1)(a) of the Companies Act, 2013, the Annual Return (E-Form MGT-7) filed for Financial Year (2016-2017, 2017-2018, 2018-2019, 2019-2020 & 2020-2021) incorrectly showed that Mr. Viond Gupta continued to occupy the office of Director of the Company. Consequently penalties may be levied by the Registrar of Companies, on the Company and defaulting directors in accordance with Section 450 of the Companies Act, 2013.</li><li>Our Company was in non-compliance with the provisions of Section 149(1)(a) of the Companies Act, 2013 w.r.t the requirements of maintaining minimum number of members of Board of Directors during the period starting from September 18, 2020 to October 31, 2021. Consequently, penalties may be levied by the Registrar of Companies, on the Company and defaulting directors in accordance with Section 450 of the Companies Act, 2013.</li><li>Mr. Krishna Kumar Singh (DIN: 02854747), Non-Executive Independent Director of our company, held the position of Director in Exschain Travel & Tour Private Limited (CIN: U63040DL2010PTC199210) [herein after referred to as "ETTPL"] and ETTPL was compulsorily struck off by the Registrar of Companies, NCT of Delhi & Haryana w.e.f., June 07, 2017 under the provisions of Section 248 (1) of the Companies Act, 2013 for not commencing any business activity within a period of one year from the date of its incorporation. Further Mr. Krishna Kumar Singh has been disqualified to act as Director under section 164(2)(a) of the Companies Act, 2013 for the period of five year (i.e., November 01, 2016 to October 31, 2021) due to non-filing of Financial Statements and Annual Returns for a continuous period of three financial years w.r.t., ETTPL. The association of Mr. Krishna Kumar Singh with a Company which was compulsorily struck off by the Registrar of Companies in the past and Disqualification of his Directorship in the past, could result in possible reputation loss to our Company and may cause undue disadvantage on the perception of the investors about our Company.</li><li>There have been instances of delay in filing of GST and TDS returns in the past. Further, there have been instances of delay in the payment with respect to Provident Fund and Employee State Insurance Corporation in the past. There can be no assurance that can given with respect to such delays in the future, such delays may adversely impact companys reputation and financial position.</li><li>We have certain contingent liabilities that have been disclosed in the Restated Financial Information, which if they materialize, may adversely affect our business, results of operations, financial condition and cash flows.</li><li>Our Company has borrowings which are re-payable on demand. If the said funds are demanded for repayment at any point before the end of the tenure and our Company is not in a position to arrange for the funds for repayment or the immediate repayment of such loan may also lead to deficit in funds for our working capital, which may have an adverse effect on our business, reputation, results of operations and financial condition.</li><li>Our Company has obtained Loan from various Banks and Financial Institutions, however in certain cases Charge Creation vide filing of E-From CHG-1 with the Registrar of Companies under the provisions of the Section 77 of the Companies Act, 2013 had not been done on account of various reason accordingly penalties may be levied by the Registrar of Companies, on the Company and defaulting directors.</li><li>The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency.</li><li>The Objects of the Offer for which funds are being raised, are based on our management estimates and any bank or financial institution or any independent agency has not appraised the same. The deployment of funds is entirely at our discretion, based on the parameters as mentioned in the chapter titles "Objects of the Issue".</li><li>We have not yet placed orders in relation to the Capital expenditures for the machinery/equipment and vehicles which is proposed to be financed from the Issue proceeds of the IPO. In the event of any delay in placing the orders, or in the event the vendors are not able to execute the contract in a timely manner, or at all, may result in time and cost over-runs and our business, prospects and results of operations may be adversely affected.
</li><li>We have in the past entered into related party transactions and may continue to do so in the future.</li><li>Our Company during the preceding 5 years has acquired property situated at B-87, 2nd Floor, Defence Colony, New Delhi-110024 from Mr. Vinod Gupta and Ms. Arnima Gupta (co-owners of the property), the Promoters of our Company lieu of issue of 64,00,000 Equity shares of face value of ? 10/- vide the allotment for consideration other the cash on December 26, 2023.</li><li>Our insurance coverage may not be adequate or we may incur uninsured losses or losses in excess of our insurance coverage.</li><li>We are required to obtain, maintain or renew statutory and regulatory licenses (including PSARA Approvals) in respect of our principal business lines, and if we fail to do so, in a timely manner or at all, we may be unable to fully or partially operate our businesses and our results of operations may be adversely affected.</li><li>Potential Risk of Non-Compliance with the Contract Labour (Regulation and Abolition) Act, 1970 and Its Implications.</li><li>Our security services business includes the carrying and handling of firearm and ammunition by certain of our employees. Any misuse or contravention of laws or policies relating to firearms by our personnel may adversely affect our reputation and expose us to potential liabilities.</li><li>Significant Dependence on Tender-Based Client Procurement can Potential Impact on Financial Performance of our company.</li><li>Our ability to service contracts with public sector undertakings or governmental customers may be affected by political and administrative decisions.</li><li>Our revenues and profitability vary across our business verticals, thereby making our future financial results less predictable.</li><li>We operate in a competitive market and any increase in competition may adversely affect our business, results of operations, financial condition and cash flows.</li><li>We may need to change our pricing models to compete successfully.</li><li>Any advancement in technology could lead to reduction in the demand for our services, which may adversely affect our business, results of operations, financial condition and cash flows.</li><li>An inability to maintain or enhance the popularity of our "Armour Security (India). Ltd" brand may adversely impact our business, results of operations, financial condition and cash flows.</li><li>Operational risks are inherent in our business as it includes rendering services in challenging environments. A failure to manage such risks could have an adverse impact on our business, results of operations and financial condition.</li><li>We have a large workforce deployed across workplaces and customer premises, consequently we may be exposed to service-related claims and losses or employee disruptions that could have an adverse effect on our reputation, business, results of operations and financial condition.</li><li>Our business is manpower intensive. Our business may be adversely affected by work stoppages, increased wage demands by our employees, or an increase in minimum wages, and if we are unable to engage new employees at commercially attractive terms.</li><li>Our success also depends on our ability to attract, hire, train and retain skilled personnel. An inability to recruit, train and retain suitably qualified and skilled personnel could adversely impact our business, results of operations, financial condition and cash flows.</li><li>We depend on the skills and experience of our Promoters, Key Managerial Personnel, Senior Management for our business and future growth.</li><li>Some of our offices are not located on premises owned by us and we have only leasehold rights. In the event we lose or are unable to renew such leasehold rights, our business, results of operations, financial condition and cash flows may be adversely affected.</li><li>We may require to raise additional equity or debt in the future in order to continue to grow our business, which may not be available on favorable terms or at all.</li><li>Failures in internal control systems could cause operational errors which may have an adverse effect on our reputation, business, results of operations, financial condition and cash flows.</li><li>After the completion of the Issue, our Promoters & Promoter Group will continue to collectively hold majority of the shareholding in our Company, which will allow them to influence the outcome of matters requiring shareholder approval.</li><li>All the Directors of our Company do not have prior experience of directorship in any of companies listed on recognized stock exchanges, therefore, they will be able to provide only a limited guidance in relation to the affairs of our Company post listing.</li><li>Armour Security India, our proprietor concern of our Promoter Mr. Vinod Gupta is also engaged in the line of business similar to our Company.</li><li> The company's top 10 customers contribute over 70% of its revenues, making the company significantly dependent on them. Loss of any major customer or reduction in business could materially impact its revenues and profitability.</li><li>The requirements of being a publicly listed company may strain our resources. Further non compliances of the regulatory requirements applicable to publicly listed companies may lead to suspension of our Company.</li><li>The average cost of acquisition of Equity Shares by our Promoters could be lower than the Issue Price.</li><li>Our Company may not be able to pay dividends in the future. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements and capital expenditures and the terms of our financing arrangements.</li><li>The Company has experienced certain non-compliances in the past under the Companies Act.</li><li> The company's Promoter's and one of its Independent Director's past associations with companies that were struck off, and their temporary disqualification as directors under Section 164(2)(a) of the Companies Act, 2013, may adversely affect investor perception regarding the Company.</li><li>The company is a large workforce deployed across workplaces and customer premises, consequently the company may be exposed to service-related claims and losses or employee disruptions that could have an adverse effect on its reputation, business, results of operations and financial condition.</li><li>The company has certain contingent liabilities, which represent approximately 43.32% of its net worth, as disclosed in the Restated Financial Information. If these contingent liabilities were to materialize, they may have an adverse impact on the company's business, results of operations, financial condition, and cash flows.</li><li>Significant dependence on tender-based client procurement can potential impact on financial performance of the Company.</li><li> The company's ability to service contracts with public sector undertakings or governmental customers may be affected by political and administrative decisions.</li><li> The company's revenues and profitability vary across its business verticals, thereby making the company's future financial results less predictable.</li><li>The company may be unable to perform background verification procedures on its Associate Employees prior to placing them with the company's clients.</li><li>The company is required to obtain, maintain or renew statutory and regulatory licenses (including PSARA Approvals) in respect of its principal business lines, and if the company fails to do so, in a timely manner or at all, the company may be unable to fully or partially operate its businesses and our results of operations may be adversely affected.</li><li>Any advancement in technology could lead to reduction in the demand for the company's services, which may adversely affect its business, results of operations, financial condition and cash flows.</li><li>Dependence on Limited Customers and Specific Geographies.</li><li> The company's success also depends on its ability to attract, hire, train and retain skilled permanent and temporary personnel. An inability to recruit, train and retain suitably qualified and skilled permanent and temporary personnel could adversely impact the company's business, results of operations, financial condition and cash flows.</li><li>Client contracts are generally of a short duration and contain termination provisions. Certain of its client contracts can be terminated by the company's clients with limited or no notice or penalty, which could have an adverse impact on the company's business.</li><li> The company's success also depends on its ability to attract, hire, train and retain skilled personnel. An inability to recruit, train and retain suitably qualified and skilled personnel could adversely impact the company's business, results of operations, financial condition and cash flows.</li><li>The company operates in a competitive market and any increase in competition may adversely affect its business, results of operations, financial condition and cash flows.</li><li> The company's Promoter, Vinod Gupta was previously engaged in a similar line of business through a proprietorship concern, and although such business has been closed and a non-compete undertaking has been provided, the company cannot assure that conflicts of interest will not arise in the future.</li><li> The company's profit margins may not be sustainable and could decline due to various cost pressures.
</li><li>The company may need to change its pricing models to compete successfully.</li><li> The company's business is manpower intensive. The company's business may be adversely affected by work stoppages, increased wage demands by its employees, or an increase in minimum wages, and if the company is unable to engage new employees at commercially attractive terms.</li><li>There have been instances of delay in filing of GST and TDS returns in the past. Further, there have been instances of delay in the payment with respect to Provident Fund and Employee State Insurance Corporation in the past. There can be no assurance that can given with respect to such delays in the future, such delays may adversely impact company's reputation and financial position.</li><li>The Company was in non-compliance with the provisions of Section 149(1)(a) of the Companies Act, 2013 w.r.t the requirements of maintaining minimum number of members of Board of Directors during the period starting from September 18, 2020 to October 31, 2021. Consequently, penalties may be levied by the Registrar of Companies, on the Company and defaulting directors in accordance with Section 450 of the Companies Act, 2013.</li><li>The Company has borrowings which are re-payable on demand. If the said funds are demanded for repayment at any point before the end of the tenure and the Company is not in a position to arrange for the funds for repayment or the immediate repayment of such loan may also lead to deficit in funds for its working capital, which may have an adverse effect on the company's business, reputation, results of operations and financial condition.</li><li>The Company has obtained Loan from one of Ban, however Charge Creation vide filing of E-From CHG-1 with the Registrar of Companies under the provisions of the Section 77 of the Companies Act, 2013 had not been done accordingly penalties may be levied by the Registrar of Companies, on the Company and defaulting directors.</li><li>The Company has negative cash flows from its operating, investing and financing activities in the past years, details of which are given below. Sustained negative cash flow could impact on its growth and business.</li><li>The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency</li><li>The Objects of the issue for which funds are being raised, are based on its management estimates and any bank or financial institution or any independent agency has not appraised the same. The deployment of funds is entirely at our discretion, based on the parameters as mentioned in the chapter titles "Objects of the Issue".</li><li>The company has not yet placed orders in relation to the Capital expenditures for the machinery/equipment and vehicles which is proposed to be financed from the Issue proceeds of the IPO. In the event of any delay in placing the orders, or in the event the vendors are not able to execute the contract in a timely manner, or at all, may result in time and cost over-runs and its business, prospects and results of operations may be adversely affected.</li><li>The company has in the past entered into related party transactions and may continue to do so in the future.</li><li>Significant advances to promoters, directors and employees, aggregating 46.08% of its net worth, may not be recoverable and could adversely affect the company's financial condition.</li><li>The Company during the preceding 5 years has acquired property situated at B-87, 2nd Floor, Defence Colony, New Delhi-110024 from Mr. Vinod Gupta and Ms. Arnima Gupta (co-owners of the property), the Promoters of the Company lieu of issue of 64,00,000 Equity shares of face value of ? 10/- vide the allotment for consideration other the cash on December 26, 2023.</li><li> The company's insurance coverage may not be adequate or the company may incur uninsured losses or losses in excess of its insurance coverage.</li><li>Potential risk of non-compliance with the contract labour (regulation and abolition) act, 1970 and its implications.</li><li> The company's security services business includes the carrying and handling of firearm and ammunition by certain of its employees. Any misuse or contravention of laws or policies relating to firearms by our personnel may adversely affect the company's reputation and expose the company to potential liabilities.</li><li>An inability to maintain or enhance the popularity of the company's "Armour Security (India). Ltd" brand may adversely impact its business, results of operations, financial condition and cash flows.</li><li>Operational risks are inherent in the company's business as it includes rendering services in challenging environments. A failures to manage such risks could have an adverse impact on its business, results of operations and financial condition.</li><li>Business is subject to extensive government regulation, which may restrict the types of services the company is permitted to offer</li><li>If the company is unable to collect its receivables from our clients, the company's results of operations and cash flows could be adversely affected.</li><li>The schedule of its estimated deployment of Net Proceeds is subject to inherent uncertainties.</li><li>The company depends on the skills and experience of its Promoters, Key Managerial Personnel, Senior Management for the company's business and future growth.</li><li>Some of its offices are not located on premises owned by the company and the company has only leasehold rights. In the event the company lose or are unable to renew such leasehold rights, the company's business, results of operations, financial condition and cash flows may be adversely affected.</li><li>The company may require to raise additional equity or debt in the future in order to continue to grow its business, which may not be available on favorable terms or at all.</li><li>Failures in internal control systems could cause operational errors which may have an adverse effect on its reputation, business, results of operations, financial condition and cash flows.</li><li>After the completion of the Issue, the company's Promoters & Promoter Group will continue to collectively hold majority of the shareholding in the Company, which will allow them to influence the outcome of matters requiring shareholder approval.</li><li>All the Directors of the Company do not have prior experience of directorship in any of companies listed on recognized stock exchanges, therefore, they will be able to provide only a limited guidance in relation to the affairs of the Company post listing.</li><li>In addition to normal remuneration or benefits and reimbursement of expenses, some of its Promoters and/ or Directors are interested in the Company to the extent of their shareholding and dividend entitlement thereon in the Company.</li><li>The requirements of being a publicly listed company may strain its resources. Further non compliances of the regulatory requirements applicable to publicly listed companies may lead to suspension of the Company</li><li>The average cost of acquisition of Equity Shares by its Promoters could be lower than the Issue Price.</li><li>The Company may not be able to pay dividends in the future. The company's 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's financing arrangements.</li><li>The company has not independently verified certain data in this Red Herring Prospectus.</li><li>Limited Availability of Supporting Documentation for the Prior Professional Experience of One of its Directors.</li></ul>