Armour Security (India) Ltd IPO

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.