<ul><li>Its success depends on the company ability to successfully develop, introduce, manufacture, market and deliver new electric vehicle models of high quality on schedule and on a large scale, which may expose it to new and increased challenges and risks.</li><li>If the company electric vehicles contain defects, does not perform as per industry standards and/or fail to meet the performance levels advertised, its brand and reputation and the company ability to develop, market and sell its electric vehicles could be adversely impacted, and its may be compelled to undertake product recalls or similar corrective actions and have legal actions taken against the company.</li><li>The company depends on third parties for the supply of raw materials and does not have firm commitments for supply or exclusive arrangements with any of its suppliers. Loss of suppliers may have an adverse effect on its business, results of operations and financial condition.</li><li>If the company is not able to provide regular repair services, attract and retain customers, its business, prospects, financial condition, results of operations, and cash flows would be materially harmed.</li><li>The Company, its Promoters and its Directors have pending litigations against them. Any adverse order on such pending litigations may adversely impact its business operations and financial statements.</li><li>The company receives customer complaints related to its product. There are pending unresolved customer complaints as on December 31, 2024.</li><li>The company could experience defects, quality issues or disruptions in the supply or increase in prices of components used in its electric vehicles thus increasing material costs and the price of its electric vehicles and impacting its projected manufacturing and delivery timelines.</li><li>Its may not be able to accurately estimate the supply and demand for its electric vehicles leading to either a shortage or excess in inventory, which in turn could prevent the company from effectively managing its manufacturing requirements, resulting in additional costs, production delays. Low demand for its vehicles and low-capacity utilization of its factory may limit the company ability to leverage economies of scale.</li><li>The Company earns majority of revenue from few states like Uttar Pradesh, Haryana, Bihar, Delhi and Madhya Pradesh. Change in customer preference or any adverse regulation from the state governments in these states will have a major impact on its revenue from operations.</li><li>Some of its Promoters Group Entities/Group Companies have objects which would allow them to engage in the line of business similar to the Company. There are no non- compete agreements between the Company and such Promoter Group/Group Companies. This exposes it to the risk of bidding for similar projects in which the Company is interested.</li><li>The company operates in a competitive environment, cheap substitutions, faces fair competition and absence of entry barriers into electric vehicle industry from organized and unorganized players, which may adversely affect its business operations and financial condition.</li><li>The objects of the Issue include funding working capital requirements of the Company, which is based on certain assumptions and estimates.</li><li>Its Promoters have provided personal guarantees for loan facilities obtained by the Company and any failures or default to repay such loans in accordance with the terms and conditions of the financing documents could trigger repayment obligations on them, which may impact their ability to effectively to effectively service their role as a promoter and directors and thereby, impact its business and operations.</li><li>Its electric vehicles make use of batteries which are made up of lithium-ion cells, and if such cells catch fire or vent smoke and flames, the company could be subject to adverse publicity and its brand, business, financial condition, results of operations and prospects could be harmed.</li><li>Its business depends substantially on the continued efforts of its Key Managerial Personnel and other qualified personnel, and its operations may be disrupted if the company lose their services.</li><li>If the company is unable to anticipate, identify, understand and respond timely to rapidly evolving technological and market trends and preferences and develop new products to meet its customers' demands and to adapt to major changes and shifts in the automotive market, its business may be materially adversely affected.</li><li>The company depends on its distributors and dealers for its revenue, and any decrease in revenues or sales from any one of its key intermediaries may adversely affect its business and results of operations.</li><li>Pricing pressure from its customers may adversely affect its gross margin and profitability. Inability to increase its prices, which may have a material adverse effect on its results of operations and financial condition.</li><li>The company is dependent on few international suppliers for purchase of raw materials. Loss of any of these suppliers may affect its business operations.</li><li>Its may not be able to compete successfully in the highly competitive and fast evolving automotive market.</li><li>The company currently derive its revenue majorly from the sale of few electric vehicle rickshaws and scooter models. If its electric vehicle rickshaws and scooters are not well-received by the market, its business could be adversely affected.</li><li>Inadequate access to public charger stations for consumers could materially and adversely affect demand for its electric vehicles.</li><li>The company does not own its Registered Office and Manufacturing Unit which have been taken on leave and license basis from its Promoter Ms. Seema and Promoter Group Entity M/s Victory Electric International respectively. Any revocation or adverse changes in the terms of the leave and license may have an adverse effect on its business, prospects, results of operations and financial condition.</li><li>The company is subject to counter party credit risk and any delay in receiving payments or non-receipt of payments may adversely impact its results of operations.</li><li>The company does not have proof of payment of stamp duty on issuance/allotment of securities.</li><li>Non-Compliance of procedural requirements of the provisions of Companies Act, 2013 on rights issue.</li><li>The Company may face issue of bad debts due to dealing with many small dealers.</li><li>Significant security breaches in its computer systems and network infrastructure, fraud, systems failures and calamities would adversely impact its business.</li><li>Its may not succeed in continuing to establish, maintain and strengthen the Victory brand and its reputation and brand could be harmed by complaints and negative publicity which could materially and adversely affect customer acceptance of its electric vehicles and the company business revenue and prospects.</li><li>Its funding requirements and the proposed deployment of Net Proceeds are based on management estimates and the company has not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Issue.</li><li>The range of its electric vehicles on a single charge declines over time which may negatively influence potential customers' decisions whether to purchase its electric vehicles.</li><li>If electric vehicle owners customize its electric vehicles or change the charging infrastructure with aftermarket products, the electric vehicle may not operate properly which could harm its business.</li><li>The company is dependent on third party logistics for the transportation and timely delivery of its raw materials and finished products to customers.</li><li>The company requires a number of approvals, NOCs, licenses, registrations and permits in the ordinary course of its business. Some of these approvals are required to be transferred in the name of "Victory Electric Vehicles International Limited" from "Victory Electric Vehicles International Private Limited" pursuant to conversion and name change of the company and any failures or delay in obtaining such approvals or renewal of the same in a timely manner may adversely affect its operations.</li><li>The company is subject to various environmental, health and safety laws and regulations that could impose substantial costs upon it.</li><li>There are pending litigations against the Company, and group companies. Any adverse decision in such proceedings may render it/them liable to liabilities/penalties and may adversely affect its business, cash flows and reputation.</li><li>If the company has contingent liabilities in the future, and they materialize, it may affect its results of operations, financial condition and cash flows.</li><li>Breaches in data security, failures of information security systems and privacy concerns could adversely impact its financial condition, subject us to penalties, damage its reputation and brand, and harm its business, prospects, results of operations and cash flows.</li><li>Breaches in data security, failures of information security systems and privacy concerns could adversely impact its financial condition, subject it to penalties, damage its reputation and brand, and harm its business, prospects, results of operations and cash flows.</li><li>The company has entered into, and will continue to enter into, related party transactions that may involve conflicts of interest.</li><li>Its Promoter, Directors and Key Managerial Personnel have interests in the Company in addition to their remuneration and reimbursement of expenses.</li><li>The company relies primarily on third-party insurance policies to insure its operations-related risks. If its insurance coverage is inadequate, it may have an adverse effect on its business, financial condition and results of operations.</li><li>Its may need to seek additional financing in the future to support its growth strategies. Any failures to raise additional financing could have an adverse effect on its business, results of operations, financial condition and cash flows.</li><li>The activities carried out at factory can cause injury to people or property in certain circumstances.</li><li>Its results of operations may vary significantly from period to period due to the seasonality of its business and fluctuations in the company operating costs.</li><li>If the company cannot maintain its culture as the company grow, its could lose the innovation, teamwork, and passion that the company believe contribute to its success and the company business may be harmed.</li><li>Its business may be adversely affected by labour unrest and union activities.</li><li>Its ability to pay dividends in the future will depends on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.</li><li>The company has issued Equity Shares during the preceding 12 months at prices that may be lower than the Issue Price.</li><li>If the company is unable to manage its growth effectively or if its estimates or assumptions used in developing its strategic plan are inaccurate or the company is unable to execute its strategic plan effectively, its business and prospects may be materially and adversely affected.</li><li>Its electric vehicles are subject to motor vehicle standards as laid down by the Automotive Research Association of India and any changes in such standards or failures to satisfy such standards could materially and adversely affect its business and results of operations.</li><li>Its may not be able to protect its intellectual property rights and prevent the unauthorized use of its intellectual property, which could harm its business and competitive position.</li><li>Its may not be able to protect the company intellectual property rights and prevent the unauthorized use of its intellectual property, which could harm its business and competitive position.</li><li>Upon completion of the Issue, its Promoter / Promoter Group may continue to retain significant control, which will allow them to influence the outcome of matters submitted to the shareholders for approval.</li><li>Employee misconduct, errors or fraud could expose it to business risks or losses that could adversely affect its business prospects, results of operations and financial condition.</li><li>The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency and shall be purely dependent on the discretion of the management of the Company.</li><li>Its ability to pay dividends in the future will depends upon its future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in its financing arrangements.</li><li>The requirements of being a public listed company may strain its resources and impose additional requirements.</li><li>Its Promoters and the Promoter Group will jointly continue to retain majority shareholding in the Company after the Issue, which will allow them to determine the outcome of the matters requiring the approval of shareholders.</li><li>Its business is substantially affected by prevailing economic, political and other prevailing conditions in India.</li><li>Presently the company does not have any access to third party funding, NBFCs who can provide loans for purchase of unregistered vehicles.</li></ul>