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PROSPECTUS
Dated: January 20, 2026
Please read Section 26 & 32 of the Companies Act, 2013
100% Book Built Issue
(Please scan this QR Code
to view the Prospectus)
ARMOUR SECURITY (INDIA) LTD.
Corporate Identification Number: U74920DL1999PLC101313
Registered Office Contact Person Email and Contact No. Website
B-87, Second Floor Defense Colony, New Ms. Shakshi Mishra Email Id:
Delhi, Delhi, India, 110024. Company Secretary and Compliance Officer cs@armoursecurities.com www.armoursecurities.com
Contact No: +919810139833
PROMOTERS OF THE COMPANY: MRS. ARNIMA GUPTA AND MR. VINOD GUPTA
DETAILS OF ISSUE TO PUBLIC
Type Fresh Issue Size OFS Size Total Issue Size Eligibility
(In ₹ Lakhs) (In ₹ Lakhs) (In ₹ Lakhs)
Fresh Issue Up to 46,50,000 Equity Up to 46,50,000 Equity
The issue is being made in terms of regulation 229(2) of
Shares of face value of ₹ Shares of face value of ₹
NA Chapter IX of the SEBI (ICDR) Regulations, 2018 as
10.00 each amounting up to 10.00 each amounting up to
amended.
₹ 2,650.50 Lakhs ₹ 2,650.50 Lakhs
RISK IN RELATION TO THE FIRST ISSUE
This being the first public Issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of Equity Shares
is ₹10.00 each and the Issue price is 5.7 times of the face value of the Equity Shares. The Floor Price, Cap Price and Issue Price (determined by our Company in consultation
with the Book Running Lead Manager, in accordance with the SEBI ICDR Regulations), and on the basis of the assessment of market demand for the Equity Shares by
way of Book Building Process as stated in chapter titled “Basis for Issue Price” on page 124 should not be taken to be indicative of the market price of the Equity Shares
after the Equity Shares are listed. No assurance can be given regarding active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares
will be traded after listing.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of
losing their entire investment. Investors are advised to read the Risk Factors carefully before taking an investment decision on this Issue. For taking an investment decision,
investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or
approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus.
Specific attention of the investors is invited to the section “Risk Factors” beginning on page 38.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company
and the Issue, which is material in the context of the Issue that the information contained in this Prospectus is true and correct in all material aspects and is not misleading
in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus
as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares Issued through the Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange of India Limited (“NSE or NSE Emerge”) in
terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received “In-Principle” approval from the National Stock
Exchange of India Limited for using its name in the Issue document for the listing of the Equity Shares, pursuant to letter dated November 28, 2025 letter no NSE/LIST/ 6049
. For the purpose of this Issue, the Designated Stock Exchange will be the National Stock Exchange of India Limited (“NSE”).
BOOK RUNNING LEAD MANAGER TO THE ISSUE
Name and Logo Contact Person Email & Contact No.
Ms. Menka Jha/ Email: cs@sobhagyacap.com
Mr. Rishabh Singhvi Contact Number: +91 9920379029/ +91 7836066001
SOBHAGYA CAPITAL OPTIONS PRIVATE LIMITED
REGISTRAR TO THE ISSUE
Name and Logo Contact Person Email & Contact No.
Email Address: ipo@skylinerta.com
Mr. Anuj Kumar
Contact Number: +91-11-40450193-197
SKYLINE FINANCIAL SERVICES PRIVATE LIMITED
ISSUE PROGRAM
ISSUE OPENS ON January 14, 2026
ISSUE CLOSES ON January 19, 2026 (1)
(1) UPI mandate end time and date shall be at 5:00 pm on the Bid/Issue closing Date.PROSPECTUS
Dated: January 20, 2026
Please read Section 26 & 32 of the Companies Act, 2013
100% Book Built Issue
(Please scan this QR Code
to view the Prospectus)
ARMOUR SECURITY (INDIA) LTD
Corporate Identification Number: U74920DL1999PLC101313
Our Company was incorporated as “Armour Security (India) Pvt. Ltd.” on August 27, 1999, vide certification of incorporation bearing No. 101313 under the provision of Companies Act, 1956
issued by the Registrar of Companies, NCT of Delhi and Haryana. Our Company is in the business Manpower services and Integrated Facility Management services. Further, our Company was
converted into a public limited company, pursuant to a special resolution passed in the Extraordinary General Meeting of our Shareholders held on February 09, 2024, and the name of our
Company was changed to ‘Armour Security (India). Ltd.’, and a fresh certificate of incorporation dated May 03, 2024 was issued to our Company by the RoC, CPC. Our Corporate Identification
Number is U74920DL1999PLC101313. Our Company has its registered office situated at B-87, Second Floor Defence Colony, New Delhi – 110 024. For further details, please refer to section
titled “Our History and Certain Corporate Matters” beginning on page 186 of this Prospectus.
Registered Office: B-87, Second Floor Defence Colony New Delhi – 110024, Delhi, India;
Contact Person: Ms. Shakshi Mishra, Company Secretary and Compliance officer;
Email Id: cs@armoursecurities.com; Contact No: +91 9810139833; Website: www.armoursecurities.com
OUR PROMOTERS: MRS. ARNIMA GUPTA AND MR. VINOD GUPTA
DETAILS OF THE ISSUE
INITIAL PUBLIC OFFER OF UP TO 46,50,000 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH OF ARMOUR SECURITY (INDIA). LTD. (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹
57/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ 47/- PER EQUITY SHARE (THE “ISSUE PRICE”) AGGREGATING TO ₹ 2,650.50 LAKHS (“THE ISSUE”), OF WHICH 2,34,000 EQUITY SHARES
OF FACE VALUE OF ₹ 10/- EACH FOR CASH AT A PRICE OF ₹ 57.00/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ 47.00/- PER EQUITY SHARE AGGREGATING TO ₹ 1,33.38 LAKHS WILL BE
RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. 44,16,000
EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH AT A PRICE OF ₹ 57.00/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ 47.00/- PER EQUITY SHARE AGGREGATING TO ₹ 2,517.12 LAKHS
IS HEREIN AFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 27.56% AND 26.17% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL
OF OUR COMPANY.
THE PRICE BAND AND THE MINIMUM BID LOT DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLM AND ADVERTISED IN ALL EDITION OF FINANCIAL EXPRESS (A WIDELY
CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND ALL EDITION OF JANSATTA] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER, AND ALL EDITION OF JANSATTA, THE
HINDI DAILY NEWSPAPER (HINDI BEING THE REGIONAL LANGUAGE OF DELHI WHERE OUR REGISTERED OFFICE IS LOCATED), DATED JANUARY 09 2026 AND JANUARY 10, 2026 PRIOR TO THE
BID/ISSUE OPENING DATE AND AVAILABLE TO NSE EMERGE FOR THE PURPOSES OF UPLOADING ON THEIR WEBSITE IN ACCORDANCE WITH THE SEBI ICDR AMENDMEND.
In case of any revision in the Price Band, the Bid/Issue period shall be extended for at least three additional Working Days after such revision of the Price Band, subject to the total Bid/Issue period not exceeding 10
Working Days. In cases of force majeure, banking strike or similar circumstances, our Company, for reasons to be recorded in writing extend the Bid/Issue period for a minimum of one Working Days, subject to the
Bid/Issue period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bid/Issue period, if applicable, shall be widely disseminated by notification to the Stock Exchanges by issuing a press
release and also by indicating the change on the website of the Book Running Lead Manager and at the terminals of the Members of the Syndicate and by intimation to Self-Certified Syndicate Banks (“SCSBs”), other
Designated Intermediaries and the Sponsor Banks, as applicable.
THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10.00 AND THE ISSUE PRICE 5.7 TIMES OF THE FACE VALUE
The Issue is being made through the Book Building Process, in terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 253 of the SEBI ICDR Regulations,
as amended, wherein not more than 50% of the Net Issue was 46,000 be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”, the “QIB Portion”), provided that our Company may, in consultation
with the Book Running Lead Manager, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), of which 40%
of the Anchor Investor Portion shall be reserved within which: (i) 33.33% of the Anchor Investor Portion shall be reserved for domestic Mutual Funds; and (ii) 6.67% for Life Insurance Companies and Pension Funds,
subject to valid Bids being received from domestic Mutual Funds and Life Insurance Companies and Pension Funds at or above the Anchor Investor Allocation Price. In the event of any undersubscription or non-allocation
in the category of Life Insurance Companies and Pension Funds, the balance Equity Shares shall be added to the category of domestic Mutual Funds. In the event of under- subscription, or non-allocation in the Anchor
Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of
the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from
Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs.
Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders out of (a) one third of the portion available to non-institutional investors shall be reserved
for applicants with application size of more than two lots and up to such lots equivalent to not more than ₹10 lakhs; (b) two third of the portion available to non-institutional investors shall be reserved for applicants with
application size of more than ₹10 lakhs Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may be allocated to applicants in the other sub-category of non-institutional
investors and not less than 35% of the Net Issue shall be available for allocation on a proportionate basis to Individual Bidders and not less than 35% of the Net Issue shall be available for allocation to Individual Bidders,
who applies for minimum application size, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. All potential Bidders (except Anchor Investors) are required to
mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective ASBA accounts, and UPI ID in case of RIBs
using the UPI Mechanism, if applicable, in which the Corresponding Bid Amounts will be blocked by the SCSBs or by the Sponsor Bank under the UPI mechanism, as the case may be, to the extent of respective Bid
Amounts, Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details, see “Issue Procedure” beginning on page 285.
ELIGIBLE INVESTORS
285
For details in relation to Eligible Investors, please refer to section titled “Issue Procedure” beginning on page .
RISK IN RELATION TO THE FIRST ISSUE
This being the first public Issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of Equity Shares is ₹10.00 each and the Issue Price is 5.7 times
of the face value of the Equity Shares. The Issue Price determined and justified by our Company in consultation with the Book Running Lead Manager on the basis of the assessment of market demand for the Equity Shares
by way of the Book building process, in accordance with the SEBI ICDR Regulations, and as stated in chapter titled “Basis for Issue Price” on page 124, should not be considered to be
indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity
Shares will be traded after listing.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their entire investment. Investors are advised
to read the Risk Factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks
involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of the contents of this
Prospectus. Specific attention of the investors is invited to the section “Risk Factors” beginning on page 38.
ISSUER’S ABSOLUTE RESPONSIBILTY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the
Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that
there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares Issued through this Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange of India Limited (“NSE or NSE Emerge”) in terms of the Chapter IX of the SEBI (ICDR)
Regulations, 2018 as amended from time to time. Our Company has received an In-Principle Approval letter dated November 28, 2025 from Emerge Platform of National Stock Exchange of India Limited (“NSE OR NSE
EMERGE”) for using its name in this Issue document for listing our shares on the Emerge Platform of National Stock Exchange of India Limited (“NSE or NSE Emerge”). For the purpose of this Issue, the Designated Stock
Exchange will be the NSE Emerge.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE
SOBHAGYA CAPITAL OPTIONS PRIVATE LIMITED
SKYLINE FINANCIAL SERVICES PRIVATE LIMITED
C-7&7A, Hosiery Complex, Phase-II Extension, Noida- 201305, Uttar Pradesh
D-153 A, 1st Floor, Okhla Industrial Area, Phase - I, New Delhi-110020 India
Telephone: +91 9920379029/ +91 78360 66001
Contact Number: +91-11-40450193-197
E-mail: cs@sobhagyacap.com
Email Address: ipo@skylinerta.com
Investor Grievance Email: delhi@sobhagyacap.com
Investor Grievance Email Address: grievances@skylinerta.com
Contact Person: Ms. Menka Jha/ Mr. Rishabh Singhvi
Contact Person: Mr. Anuj Kumar
Website: www.sobhagyacapital.com
Website: www.skylinerta.com
SEBI Registration No.: INM000008571
SEBI Registration No.: INR000003241
CIN: U74899DL1995PTC071324
ISSUE PROGRAMME
ISSUE OPENS ON January 14, 2026
ISSUE CLOSES ON January 19, 2026 (1)
(1) UPI mandate end time and date shall be at 5:00 pm on the Bid/Issue closing Date.THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK PURSUANT TO SCHEDULE VI OF SECURITIES
AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018.TABLE OF CONTENTS
SECTION I: GENERAL INFORMATION ..................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ........................................................................................................................ 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF
FINANCIAL PRESENTATION ..................................................................................................................................... 25
FORWARD LOOKING STATEMENTS ........................................................................................................................ 28
SECTION II: SUMMARY OF ISSUE DOCUMENT ................................................................................................... 29
SECTION III: RISK FACTORS ..................................................................................................................................... 38
SECTION IV: INTRODUCTION ................................................................................................................................... 67
THE ISSUE ..................................................................................................................................................................... 67
SUMMARY OF RESTATED FINANCIAL INFORMATION ..................................................................................... 69
SECTION V-GENERAL INFORMATION ................................................................................................................... 73
SECTION VI-CAPITAL STRUCTURE ........................................................................................................................ 88
SECTION VII – PARTICULARS OF THE ISSUE .................................................................................................... 101
OBJECTS OF THE ISSUE ........................................................................................................................................... 101
BASIS FOR THE ISSUE PRICE .................................................................................................................................. 124
STATEMENT OF POSSIBLE TAX BENEFITS ......................................................................................................... 134
SECTION VIII – ABOUT THE COMPANY AND INDUSTRY ............................................................................... 139
INDUSTRY OVERVIEW ............................................................................................................................................ 139
OUR BUSINESS .......................................................................................................................................................... 162
KEY INDUSTRY REGULATIONS AND POLICIES................................................................................................. 181
OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS ....................................................................... 186
OUR MANAGEMENT ................................................................................................................................................ 191
OUR PROMOTERS AND PROMOTER GROUP ....................................................................................................... 208
OUR GROUP COMPANIES ........................................................................................................................................ 213
DIVIDEND POLICY .................................................................................................................................................... 216
SECTION-IX FINANCIAL INFORMATION ............................................................................................................. 217
RESTATED FINANCIAL STATEMENTS ................................................................................................................. 217
OTHER FINANCIAL INFORMATION ...................................................................................................................... 218
RELATED PARTY TRANSACTIONS ....................................................................................................................... 219
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS .............................................................................................................................................................. 220
CAPITALISATION STATEMENT ............................................................................................................................. 237
STATEMENTS OF FINANCIAL INDEBTEDNESS .................................................................................................. 238
SECTION X - LEGAL AND OTHER INFORMATION ............................................................................................ 241
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENT ..................................................................... 241
GOVERNMENT AND OTHER APPROVALS ........................................................................................................... 252
OTHER REGULATORY AND STATUTORY DISCLOSURES ............................................................................... 257
SECTION XI: ISSUE RELATED INFORMATION .................................................................................................. 270
TERMS OF THE ISSUE .............................................................................................................................................. 270
ISSUE STRUCTURE .................................................................................................................................................... 281
ISSUE PROCEDURE ................................................................................................................................................... 285
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .............................................................. 323
SECTION XII - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION .......................................................... 326
SECTION XII – OTHER INFORMATION ................................................................................................................ 338
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .................................................................... 338
DECLARATION .......................................................................................................................................................... 340SECTION I: GENERAL INFORMATION
DEFINITIONS AND ABBREVIATIONS
DEFINITIONS AND ABBREVIATIONS
This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall
have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines, or policies shall be to
such legislation, act, regulation, rules, guidelines or policies, as amended, supplemented or re-enacted from time to time and
any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.
Further, the Issue related terms used but not defined in this Prospectus shall have the meaning ascribed to such terms
under the General Information Document. In case of any inconsistency between the definitions given below and the
definitions contained in the General Information Document (as defined below), the definitions given below shall prevail.
Unless the context otherwise indicates, all references to the Company or our Company or Issuer, are references to Armour
Security (India)Ltd. (Formerly Known as Armour Security (India) Private Limited), a company incorporated under the
Companies Act, 1956, and having its Registered Office at B-87, Second Floor, Defence Colony, New Delhi – 110024, Delhi,.
Furthermore, unless the context otherwise indicates, all references to the terms, “we”, “us” and “our” refer to our
Company, as applicable.
The words and expressions used in this Prospectus but not defined herein shall have, to the extent applicable, the meaning
ascribed to such terms under the Companies Act, the SEBI (ICDR) Regulations, the SCRA, the Listing Regulations, the
Depositories Act or the Rules and Regulations made thereunder.
Notwithstanding the foregoing, terms used in of the sections “Basis for Issue Price”, “Statement of Possible Tax
Benefits”,, “Industry Overview”, “Key Industry Regulations and Policies”, “Our History and Certain Corporate
Matters, “Restated Financial Statements”, “Outstanding Litigations and Material Developments”, “Other Regulatory
and Statutory Disclosures” and “Main Provisions of Articles of Association” on page 124, 134, 139, 181, 186, 217, 241,
257 and 326 respectively, shall have the meaning ascribed to such terms in the relevant section.
GENERAL TERMS
Term Description
Unless the context otherwise indicates or implies, refers to, Armour Security (India).
Ltd, refers to a Public Limited Company, initially incorporated as a private company in
the name of Armour Security (India) Private Limited under the provisions of
“Armour Security (India) Ltd.”,
Companies Act, 1956 bearing Corporate Identification Number
“Armour Security”, “ASIL”,
U74920DL1999PLC101313 issued by Registrar of Companies, Maharashtra, Mumbai
“Armour”, “We” or “us” or
which was subsequently converted into a public limited company having its Registered
“Our Company” or “the Issuer”
Office at B-87, Second Floor Defence Colony New Delhi - 110024 bearing Corporate
Identification Number U74920DL1999PLC101313 issued by Registrar of Companies,
Central Processing Centre.
The promoters of our Company being Mrs. Arnima Gupta and Mr. Vinod Gupta. For
Promoter(s) / Core Promoter further details, please refer to chapter titled “Our Promoters and Promoter Group”
on page 208.
Such persons, entities and companies constituting our promoter group pursuant to
Promoter Group Regulation 2(1) (pp) of the SEBI (ICDR) Regulations as disclosed in the Chapter
titled “Our Promoters and Promoter Group” on page 208.
COMPANY RELATED TERMS
Term Description
AOA / Articles / Articles of Unless the context otherwise requires, refers to the Articles of Association of
Association Armour Security (India) Limited as amended from time to time.
Audit Committee of our Company constituted in accordance Section 177 of the
Audit Committee Companies Act, 2013 and as described in the chapter titled “Our Management”
beginning on page 191.
1Term Description
The current statutory auditor of our Company, being M/s. PDMS & Co., Chartered
Accountants (Firm Registration No. as 019621C) bearing peer review certificate
Auditor of our Company / number 017305 valid up to June 06, 2027 as mentioned in the section titled “General
Statutory Auditor Information” beginning on page 1.
Note: PDMS & Co. and PDMS LLP can be used interchangeably and considered as
the same entity throughout this Issue document.
HDFC Bank Limited, IDFC First Bank Limited, Axis Bank Limited, Punjab National
Banker to our Company Bank and Deutsche Bank AG as disclosed in the section titled “General
Information” beginning on page 1.
The Board of Directors of our Company, including all duly constituted Committees
Board / Board of Directors /
thereof. For further details of our directors, please refer to chapter titled “Our
Our Board
Management” beginning on page 191 .
CIN / Corporate Identification Corporate Identification Number of our Company i.e. U74920DL1999PLC101313.
Number
The Chief Financial Officer of our Company is Mr. Subodh Jindal as on the date of
Chief Financial Officer / CFO filing the RHP, as mentioned in the chapter titled “Our Management” beginning on
page 191.
The Company Secretary and Compliance Officer of our Company is Ms. Shakshi
Company Secretary &
Mishra as on the date of filing the RHP as mentioned in the chapter titled “Our
Compliance Officer
Management” beginning on page 191.
Director(s) / our directors Director(s) of our company unless otherwise specified
DP ID Depository’s Participant’s Identity Number
A depository registered with SEBI under the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 1996 as amended from time to time, In
Depositories
this case, being National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).
DIN Directors’ Identification Number
The equity shares of our Company of face value of ₹10.00 each unless otherwise
Equity Shares / Shares
specified in the context thereof.
Equity Shareholders / Persons / Entities holding Equity Shares of the Company
Shareholders
An Executive Director of our Company, as appointed from time to time. For details, see
Executive Directors
section titled “Our Management” on page 191.
The restated financial information of our Company and our Associate company
(“Group”) comprising the restated consolidated statements of assets and liabilities as
financial year ended March 31, 2025 and restated financial information on standalone
basis as at the financial year ending March 31, 2024 and March 31, 2023, the restated
consolidated statements of profit and loss, the restated consolidated statements of cash
flow and the summary of material accounting policies and other explanatory
information prepared by the management of the Company and approved by the Board
of Directors of our Company at their meeting held on August 28, 2025 for the purpose
Financial Statements as of inclusion in this Prospectus, based on the audited financial statements as at and for
Restated / Restated Financial the Financial Year ended March 31, 2025 and the restated statements of profit and loss,
Statements / Restated Financial the restated statements of cash flow and the summary of material accounting policies
Information and other explanatory information on standalone basis for the year ended March 31,
2024 and March 31, 2023 prepared in accordance with Accounting Standards and each
restated in accordance with the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013;
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended; and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by
the Institute of Chartered Accountants of India (“ICAI”), as amended from time to time
(the “ICAI Guidance Note”).
Shall mean an individual who is declared a fugitive economic offender under section 12
Fugitive economic offender
of the Fugitive Economic Offenders Act, 2018 (17 of 2018)
Such companies / entities as covered under the applicable accounting standards and
Group Companies / Entities such other companies as considered material by the Board. For details of our Group
Companies / entities, please refer “Our Group Companies” on page 213.
2Term Description
HNI High Net worth Individual
HUF Hindu Undivided Family
IBC The Insolvency and Bankruptcy Code, 2016
Indian GAAP Generally Accepted Accounting Principles in India.
Independent directors on the Board, and eligible to be appointed as an independent
director under the provisions of Companies Act and SEBI Listing Regulations. For
Independent Directors
details of the Independent Directors, please refer chapter titled “Our Management”
beginning on page 191.
ISIN International Securities Identification Number, being INE0TZX01019
IT Act The Income Tax Act, 1961 as amended till date.
A commercial enterprise undertaken jointly by two or more parties which otherwise
JV/ Joint Venture
retain their distinct identities.
Key Managerial Personnel of our Company in terms of the Companies Act, 2013 and
Key Management Personnel / Regulation 2(1) (bb) of the SEBI (ICDR) Regulations 2018 and Section 2(51) of the
KMP Companies Act, 2013. For details, see section entitled “Our Management” beginning
on page 191.
Key Performance Indicators / Key factors that determine the performance of our Company
KPI
Limited Liability Partnership incorporated under Limited Liability Partnership Act,
LLP
2008.
The Managing Director of our Company is Mrs. Arnima Gupta as on the date of filing
MD or Managing Director of the RHP as mentioned in the chapter titled “Our Management” beginning on page
191.
The policy on identification of Group Companies, Material Creditors and Material
Litigation was adopted by our Board on May 06, 2024. Subsequently, the revised policy
Materiality Policy
relating to Material Litigation was approved by our Board on August 28, 2025, in
accordance with the requirements of the SEBI (ICDR) Regulations.
MoA / Memorandum The Memorandum of Association of our Company, as amended from time to time.
of Association
The Non-Executive Directors (other than the Independent Directors) of our Company in
Non-Executive Director terms of the Companies Act, and the rules thereunder. For details, see section titled “Our
Management” on page 191.
A person resident outside India, as defined under Foreign Exchange Management Act
1999 and who is a citizen of India or a Person of Indian Origin under Foreign
NRIs/ Non-Resident Indians
Exchange Management (Transfer or Issue of Security by a Person Resident Outside
India) Regulations, 2000.
The Nomination and Remuneration Committee of our Company constituted in
Nomination & Remuneration
accordance with Section 178 of the Companies Act, 2013, as disclosed in the chapter
Committee
titled “Our Management” beginning on page 191.
Operational Performance Operational factors that determine the performance of our company.
Indicators / OPI
The Peer Review auditors of our Company, being M/s PDMS & Co., having Peer
Peer Reviewed Auditor Review Certificate no. 017305 valid till June 30, 2027 as mentioned in the section titled
“General Information” beginning on page 1”
Registered Office B-87, Second Floor Defence Colony, New Delhi – 110024, India.
Registrar of Companies, 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi-110019,
RoC / Registrar of Companies
India
The officers and personnel of the issuer who are members of its core management team,
excluding the Board of Directors, and shall also comprise all the members of the
management one level below the Chief Executive Officer or Managing Director or
Senior Management Whole Time Director or Manager (including Chief Executive Officer and Manager, in
case they are not part of the Board of Directors) and shall specifically
include the functional heads, by whatever name called and the Company Secretary and
the Chief Financial Officer.
The Stakeholder’s Relationship Committee of our Company constituted in accordance
Stakeholders’ Relationship
with Section 178 of Companies Act, 2013 and as described under the chapter titled
Committee
“Our Management” beginning on 191
3Term Description
Unless the context requires otherwise, refers to, the Emerge Platform of National Stock
Stock Exchange
Exchange of India Limited (“NSE or NSE Emerge”).
You or Your or Yours Prospective Investors in this Issue.
ISSUE RELATED TERM
Term Description
Abridged Prospectus to be issued under Regulation 255 of SEBI (ICDR) Regulations and
Abridged Prospectus
appended to the Application Form.
The slip or document issued by the Designated Intermediary to an Applicant as proof of
Acknowledgement Slip
having accepted the Application Form.
Allocation / Allocation Unless the context otherwise requires, the allotment of the Equity Shares pursuant to the
of Equity Shares Issue.
Allotment of Equity Shares pursuant to the Fresh Issue and transfer of the Issued Shares
Allot / Allotment / Allotted
by the selling shareholder pursuant to the Offer for Sale to the successful Bidders.
A note or advice or intimation of Allotment sent to the successful Bidders who have been
Allotment Advice or are to be Allotted the Equity Shares after the Basis of Allotment has been approved by
the Designated Stock Exchange
Allottee(s) A successful Applicant(s) to whom the Equity Shares are being / have been allotted.
A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance
Anchor Investor(s) with the requirements specified in the SEBI (ICDR) Regulations and the Prospectus and
who has Bid for an amount of at least ₹ 200.00 Lakhs.
The price at which Equity Shares was allocated to the Anchor Investors in terms of the
Anchor Investor Allocation Red Herring Prospectus and the Prospectus, which will be decided by our Company in
Price consultation with the Book Running Lead Manager during the Anchor Investor Bid/ Issue
Period.
The application form used by an Anchor Investor to make a Bid in the Anchor Investor
Anchor Investor
Portion, and which will be considered as an application for Allotment in terms of the Red
Application Form
Herring Prospectus and Prospectus.
Anchor Investor Bid/ Issue One Working Day prior to the Bid/ Issue Opening Date, on which Bids by Anchor
Period Investors shall be submitted and allocation to the Anchor Investors shall be completed.
The final price at which the Equity Shares was Allotted to the Anchor Investors in terms of
the Red Herring Prospectus and the Prospectus, which price will be equal to or higher than
Anchor Investor Issue Price
the Issue Price but not higher than the Cap Price. The Anchor Investor Issue Price was
decided by our Company in consultation with the Book Running Lead Manager.
Up to 60% of the QIB Portion which may be allocated by our Company, in consultation
with the Book Running Lead Manager, to the Anchor Investors on a discretionary basis in
accordance with the SEBI (ICDR) Regulations. One-third of the Anchor Investor Portion
Anchor Investor Portion
shall be reserved for domestic Mutual Funds, subject to valid
Bids being received from domestic Mutual Funds at or above the Anchor Investor
Allocation Price, in accordance with the SEBI (ICDR) Regulations.
Any prospective investor who makes an application pursuant to the terms of the
Applicant / Investor
Prospectus and the Application Form.
An indication to make an application during the Issue Period by an Applicant,
pursuant to submission of Application Form, to subscribe for or purchase our Equity
Application
Shares at the Issue Price including all revisions and modifications thereto, to the extent
permissible under the SEBI (ICDR) Regulations.
The Form in terms of which the applicant shall apply for the Equity Shares of the
Application Form
Company.
An application whether physical or electronic, used by ASBA Applicant to make an
Application Supported application authorizing an SCSB to block the Application Amount in the specified Bank
by Blocked Amount / ASBA Account maintained with such SCSB and will include amounts blocked by RIIs using the
UPI mechanism.
A bank account maintained with an SCSB and specified in the Application Form submitted
by the Applicants or the account of the RII Applicants blocked upon acceptance of UPI
ASBA Account
Mandate Request by RIIs using the UPI mechanism, to the extent
of the Application Amount specified by the Applicant.
Any prospective investors in the Issue who intend to submit the Application through the
ASBA Applicant(s)
ASBA process.
4Term Description
ASBA Application/ An application form, whether physical or electronic, used by ASBA Applicants which will
Application be considered as the application for Allotment in terms of the Prospectus.
Such banks which are disclosed as Bankers to our Company in the chapter titled
Bankers to the Company
“General Information” on page 1
Bankers to the Issue / The banks which are Clearing Members and registered with SEBI as Banker to an Issue
Refund Banker with whom the Escrow Agreement is entered and in this case being Axis Bank Limited
Bankers to the Issue Bank which is a clearing member and registered with SEBI as Banker to the Issue and with
Agreement whom the Public Issue Account will be opened, in this case being Axis Bank Limited
The basis on which the Equity Shares will be Allotted to successful Applicants under the
Basis of Allotment
Issue, described in “Issue procedure” on page 285.285
An indication to make an Issue during the Bid/ Issue Period by a Bidder (other than an
Anchor Investor) pursuant to submission of the ASBA Form, or during the Anchor Investor
Bid/ Issue Period by an Anchor Investor, pursuant to submission of the Anchor Investor
Bid Application Form, to subscribe to or purchase the Equity Shares at a price within the Price
Band, including all revisions and modifications thereto as permitted under the SEBI
(ICDR) Regulations and in terms of the Red Herring Prospectus and the Bid cum
Application Form. The term “Bidding” shall be construed accordingly.
Bid Lot 2000 Equity Shares and in multiples of 2000 equity shares thereafter.
The highest value of optional Bids indicated in the Bid cum Application Form and in the
case of Individual Investors, who applies for minimum application size, Bidding at Cut
Off Price, the Cap Price multiplied by the number of Equity Shares Bid for by such
Bid Amount
Individual Investors and mentioned in the Bid cum Application Form and payable by the
Individual Investors or blocked in the ASBA Account upon submission of the Bid in the
Issue.
The date after which the Syndicate, the Designated Branches and the Registered Brokers
shall not accept the Bids, being January 19, 2026 which shall be notified in all editions of
Financial express (a widely circulated English National Daily Newspaper), all editions of
Jansatta (widely circulated Hindi national daily newspaper) Hindi, being the regional
Bid/ Issue Closing Date
language where our registered office is located) each with wide circulation, and in case of
any revision, the extended Bid/ Issue closing date also to be notified on the website and
terminals of the Syndicate, SCSB’s and Sponsor Bank, as required under the SEBI ICDR
Regulations.
The date on which the Syndicate, the Designated Branches and the Registered Brokers shall
start accepting Bids, being January 14, 2026 which shall be notified in all editions of
Bid/ Issue Opening Date Financial express (a widely circulated English National Daily Newspaper), all editions of
Jansatta (widely circulated Hindi national daily newspaper) Hindi, being the regional
language where our registered office is located) each with wide circulation.
The period between the Bid/ Issue Opening Date and the Bid/ Issue Closing Date or the
QIB Bid/ Issue Closing Date, as the case may be, inclusive of both days, during which
Bidders can submit their Bids, including any revisions thereof. Provided however that the
Bidding/ Issue Period shall be kept open for a minimum of three Working Days for all
categories of Bidders.
Bid/ Issue Period The bid/issue period will comprise of Working Days only. In cases of force majeure,
banking strike or similar circumstances, our Company may, for reasons to be recorded in
writing, extend the bid/issue period for a minimum of one Working Day, and in cases of
revision in price band, our Company may, for reasons to be recorded in writing, extend the
bid/issue period for a minimum of three Working Days, subject to the entire bid/issue
period not exceeding ten Working Days.
Any prospective investor who makes a bid pursuant to the terms of the Red Herring
Bidder/ Applicant Prospectus and the Bid-Cum-Application Form and unless otherwise stated or implied,
which includes an ASBA Bidder and an Anchor Investor.
Bidding The process of making a Bid.
Book building process, as provided in Part A of Schedule XIII of the SEBI (ICDR)
Book Building Process/
Regulations, in terms of which the Issue is being made.
Book Building Method
BRLM / Book Running Lead Book Running Lead Manager to the Issue in this case being Sobhagya Capital Options
Manager Private Limited SEBI Registered Category I Merchant Banker.
5Term Description
Centers at which the Designated intermediaries shall accept the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, specified locations for syndicates, broker
Bidding/ Collection Centers
centers for registered brokers, designated RTA Locations for RTAs and designated CDP
locations for CDPs.
Broker centers notified by the Stock Exchanges, where the Applicants can submit the
Application Forms to a Registered Broker. The details of such broker centers, along with
Broker Centers
the name and contact details of the Registered Brokers, are available on the website of
Stock Exchanges (www.nseindia.com) and are updated from time to time.
Business Day Monday to Friday (except public holidays)
Confirmation of Allocation Note / the note or advice or intimation of Allotment, sent to
CAN / Confirmation of
each successful Applicant who has been or is to be Allotted the Equity Shares after
Allocation Note
approval of the Basis of Allotment by the Designated Stock Exchange.
The higher end of the price band above which the Issue Price will not be finalized and above
Cap Price
which no Bids (or a revision thereof) will be accepted.
Circular (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015 amended by
circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, circular
(SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019, circular
Circular’s on Streamlining
(SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, circular
of Public Issues
(SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019 and circular
(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019 and any subsequent
circulars issued by SEBI in this regard.
Client ID Client identification number of the Applicant’s beneficiary account.
A depository participant as defined under the Depositories Act, 1996, registered with SEBI
Collecting Depository and who is eligible to procure Application Forms at the Designated CDP Locations
Participant or CDP in terms of circular no. GR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued
by SEBI.
Registrar to an Issue and share transfer agents registered with SEBI and eligible to procure
Collecting Registrar and
Bids at the Designated RTA Locations in terms of circular no.
Share Transfer Agent
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI.
Such branches of the SCSBs which co-ordinate Application Forms by the ASBA
Controlling Branches /
Applicants with the Registrar to the Issue and Stock Exchanges and a list of which is
Controlling Branches of the
available at http://www.sebi.gov.in or at such other website as may be prescribed by SEBI
SCSBs.
from time to time.
The Issue Price, which shall be any price within the Price band as finalized by our
Company in consultation with the Book Running Lead Manager. Only Individual Investors
Cut Off Price
are entitled to Bid at the Cut-off Price. QIBs (including Anchor Investor)
and Non-Institutional Investors are not entitled to Bid at the Cut-off Price.
The demographic details of the Applicants such as their Address, PAN, Occupation and
Demographic Details
Bank Account details and UPI ID wherever applicable.
A depository registered with SEBI under the SEBI (Depositories and Participants)
Depository / Depositories
Regulations, 1996
Depository Participant / DP A depository participant as defined under the Depositories Act, 1996.
Such locations of the CDPs where Applicants can submit the Application Forms to
Collecting Depository Participants. The details of such Designated CDP Locations, along
Designated CDP Locations with names and contact details of the Collecting Depository Participants eligible to accept
Application Forms are available on the website of the Stock Exchange
(www.nseindia.com)
The date on which relevant amounts are transferred from the ASBA Accounts to the Public
Issue Account or the Refund Account, as the case may be, and the instructions are issued
to the SCSBs (in case of RIIs using UPI Mechanism, instruction issued through the
Designated Date
Sponsor Bank) for the transfer of amounts blocked by the SCSBs in the ASBA Accounts
to the Public Issue Account or the Refund Account, as the case may be, in terms of the
Prospectus following which Equity Shares will be Allotted in the Issue.
6Term Description
In relation to ASBA Forms submitted by RIIs authorizing an SCSB to block the
Application Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by RIIs where the Application Amount will be
Designated Intermediaries / blocked upon acceptance of UPI Mandate Request by such RII using the UPI Mechanism,
Collecting Agent Designated Intermediaries shall mean syndicate members, sub-syndicate members,
Registered Brokers, CDPs and RTAs. In relation to ASBA Forms submitted by QIBs and
NIBs, Designated Intermediaries shall mean SCSBs, syndicate members, sub-syndicate
members, Registered Brokers, CDPs and RTAs.
Designated Market Maker The Market Maker to the Issue, in this case being NNM Securities Private Limited.
/ Market Maker
Such locations of the RTAs where Applicants can submit the Application Forms to RTAs.
The details of such Designated RTA Locations, along with names and contact details of the
Designated RTA Locations
RTAs eligible to accept Application Forms are available on the website of the Stock
Exchange (www.nseindia.com) and are updated from time to time.
Such branches of the SCSBs which shall collect the Application Forms, a list of which is
Designated SCSB Branches available on the website of SEBI at http://www.sebi.gov.in/ or at such other website as may
be prescribed by SEBI from time to time.
Designated Stock Exchange Emerge Platform of National Stock Exchange of India Limited (“NSE or NSE
/ Stock Exchange Emerge”).
The Draft Red Herring Prospectus dated September 12, 2025 filed with the Emerge
Draft Red Herring
Platform of National Stock Exchange of India Limited (“NSE or NSE Emerge”) in
Prospectus
accordance with the SEBI (ICDR) Regulations.
DP Depository Participant
DP ID Depository Participant’s Identity number
NRI eligible to invest under the FEMA Regulations, from jurisdictions outside India where
it is not unlawful to make an application or invitation to participate in the Issue and in
Eligible NRI relation to whom the Application Form and the Prospectus will constitute an invitation to
subscribe for Equity Shares and who have opened dematerialized accounts with SEBI
registered qualified depository participants.
QFIs from such jurisdictions outside India where it is not unlawful to make an Issue or
invitation under the Issue and in relation to whom the Prospectus constitutes an invitation
Eligible QFIs
to purchase the Equity shares issued thereby and who have opened Demat accounts with
SEBI registered qualified depositary participants.
Account(s) opened with the Banker(s) to the Issue pursuant to Escrow and Sponsor Bank
Escrow Account(s)
Agreement.
Agreement dated December 24, 2025 entered amongst the Company, Book Running
Escrow and Sponsor Bank Lead Manager, the Registrar, the Banker to the Issue and Sponsor bank to receive monies
Agreement from the Applicants through the SCSBs Bank Account on the Designated Date in the
Public Issue Account.
FII / Foreign Institutional Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors)
Investors Regulations, 1995, as amended) registered with SEBI under applicable laws in India.
Applicant whose name shall be mentioned in the Application Form or the Revision Form
First / Sole Applicant and in case of joint Bids, whose name shall also appear as the first holder of the beneficiary
account held in joint names.
Fresh Issue of up to 46,50,000 Equity Shares of face value ₹ 10.00 each of Armour Security
(India) Limited for cash at a price of ₹ 57.00 per Equity Shares (including premium of ₹
Fresh Issue
47.00 per Equity Shares) aggregating ₹ 2,650.50 Lakhs, by our Company.
The lower end of the Price Band, subject to any revision(s) thereto, not being less than the
Floor Price face value of Equity Shares, at or above which the Issue Price will be finalized and below
which no Bids will be accepted.
Foreign Venture Capital Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign
Investors Venture Capital Investor) Regulations, 2000.
7Term Description
A Foreign Portfolio Investor who has been registered pursuant to the of Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, provided that
FPI / Foreign Portfolio any FII or QFI who holds a valid certificate of registration shall be deemed to be a foreign
Investor portfolio investor till the expiry of the block of three years for which fees
have been paid as per the SEBI (Foreign Institutional Investors) Regulations, 1995, as
amended.
Include such identified purposes for which no specific amount is allocated or any amount
so specified towards general corporate purpose or any such purpose by whatever name
General Corporate Purposes called, in the Issue document. Provided that any Issue related expenses shall not be
considered as a part of general corporate purpose merely because no
specific amount has been allocated for such expenses in the Issue document.
Gross Proceeds The Issue proceeds from the Fresh Issue.
The General Information Document for investing in public issues prepared and issued in
accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by
SEBI and updated pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated
November 10, 2015, the circular (CIR/CFD/DIL/1/2016) dated January 1, 2016 and
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016, circular
General Information (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, circular no.
Document (SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019, circular no.
(SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, circular no.
(SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019 and circular
(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, issued by SEBI. The
General Information Document is available on the websites of the Stock Exchanges
and the Book Running Lead Manager.
Issue / Public Issue / Issue Public Issue of up to 46,50,000 Equity Shares of face value ₹10.00 each of Armour Security
size / Initial Public Offer / (India) Limited for cash at a price of ₹ 57.00 per Equity Shares (including premium of per
Initial Public Offering / IPO / ₹ 47.00 Equity Shares) aggregating ₹ 2,650.50 Lakh by our Company.
Present Issue
The agreement dated September 11, 2025, entered into between our Company, the
Issue Agreement / MOU Book Running Lead Manager, pursuant to which certain arrangements are agreed to
in relation to the Issue.
The Internal Complaints Committee of our Board constituted in accordance with the
Internal Complaints
Companies Act, 2013 as described in chapter titled “Our Management” beginning on page
Committee
191.
Issue closing Date January 19, 2026, The date on which the Issue closes for subscription.
Issue opening Date January 14, 2026, The date on which the Issue opens for subscription.
The period between the Issue Opening Date and the Issue Closing Date, inclusive of
Issue period both days during which prospective bidders can submit their applications, including any
revisions thereof
The Final Price at which Equity Shares allotted to ASBA Bidders in terms of the Red
Herring Prospectus. The Equity Shares will be allotted to Anchor Investors at Anchor
Issue Price Investor Issue Price in terms of the Red Herring Prospectus. The Issue Price as decided
by our Company in consultation with the Book Running Lead Manager on the pricing
date in accordance with the Book Building Process and the Red Herring Prospectus
The proceeds of the Issue as stipulated by the Company. For further information about use
Issue Proceeds of the Issue Proceeds please see the chapter titled “Objects of the Issue” beginning
on page 101 of this Prospectus
Unless the context specifies otherwise, this means the Equity Listing Agreement to be
Listing Agreement
signed between our Company and the Stock Exchange.
The Market lot and Trading lot for the Equity Share is 2000 and in multiples of 2000
Lot Size thereafter; subject to a minimum allotment of 4000 Equity Shares to the successful
applicants.
Market Making Agreement dated January 05, 2026, between our Company, the Book
Market Making Agreement Running Lead Manager, Sobhagya Capital Options Private Limited and Market Maker
i.e. NNM Securities Private Limited.
Up to 2,34,000 Equity Shares of ₹10.00 each at ₹ 57.00 per Equity Share (including
Market Maker Reservation
premium of ₹ 47.00 per Equity Share) aggregating to ₹ 133.38 Lakh reserved for
Portion
subscription by the Market Maker, NNM Securities Private Limited.
8Term Description
The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40
Mobile App(s)
or such other website as may be updated from time to time, which may be used by RIIs to
submit Applications using the UPI Mechanism.
Pursuant to the Regulation 236 and 238 of SEBI ICDR Regulations and amendments
thereto, an aggregate of at least 20% of the post Issue Equity Share capital of our Company
held by our Promoters shall be locked-in for a period of three years from the date of
Allotment in this Issue and the Promoters’ shareholding in excess of 20% of the post Issue
Equity Share capital of our Company shall be locked in as per
Minimum Promoters’ Regulation 238(b) of the SEBI ICDR Regulation, 2018 read along with SEBI ICDR
Contribution (MPC) (Amendment) Regulations, 2025.
Lock-in on promoters holding held in excess of minimum promoter contribution (MPC)
to be released in phased manner i.e. lock-in for 50% promoters’ holding in excess of MPC
shall be released after 2 years from the date of allotment in initial public Issue and lock-in
for remaining 50% promoters’ holding in excess of MPC shall be released after 1 year
from the date of allotment in Initial Public Offer.
A Mutual Fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996,
Mutual Fund
as amended.
5% of the Net QIB Portion, or upto 4000 Equity Shares, which shall be available for
Mutual Fund Portion allocation to Mutual Funds only on a proportionate basis, subject to valid Bids being
received at or above the Issue Price.
NCDs Non-Convertible Debentures
The Issue (excluding the Market Maker Reservation Portion) of up to 44,16,000 Equity
Shares of face value of ₹ 10.00 each fully paid up for cash at a price of ₹ 57.00 per Equity
Net Issue
Share (including premium of ₹ 47.00 per Equity Share) aggregating ₹ 2,517.12 Lakh by
our Company.
Proceeds of the Issue that will be available to our Company, which shall be the gross
Net Proceeds
proceeds of the Issue less the Issue expenses. Refer in “Object of the Issue” page 101.
The portion of the QIB Portion less the number of Equity Shares Allocated to the Anchor
Net QIB Portion
Investors.
All Applicants, including Category III FPIs that are not QIBs or Individual Investors who
Non-Institutional Investors
have made Application for Equity Shares for an amount of more than ₹ 2.00 Lakh (but not
/ NIIs
including NRIs other than Eligible NRIs).
The portion of the Issue being not less than 25% of the Issue, consisting of 21,90,000 Equity
Shares, which shall be available for allocation on a proportionate basis to Non-
Institutional Investors, subject to valid Bids being received at or above the Issue Price in the
following manner:
a) one third of the portion available to non-institutional investors shall be reserved for
Non-Institutional Portion/ applicants with application size of more than two lakh rupees and up to ten lakh rupees;
Non- Institutional Category two third of the portion available to non-institutional investors shall be reserved for
applicants with application size of more than ten lakh rupees:
Provided that the unsubscribed portion in either of the sub-categories specified in clauses
(a) or (b), may be allocated to applicants in the other sub-category of non- institutional
investors.
Non-Resident A person resident outside India, as defined under FEMA Regulations.
A person resident outside India, who is a citizen of India, or a Person of Indian Origin as
Non-Resident Indian / NRI
defined under FEMA Regulations, as amended.
Investors other than Individual Investors. These include individual applicants other than
Other Investor Individual Investors and other investors including corporate bodies or institutions
irrespective of the number of specified securities applied for.
Overseas Corporate Body means and includes an entity defined in clause (xi) of Regulation
2 of the Foreign Exchange Management (Withdrawal of General Permission to Overseas
OCB / Overseas Corporate Corporate Bodies (OCB’s) Regulations 2003 and which was in existence on the date of the
Body commencement of these Regulations and immediately prior to such commencement was
eligible to undertake transactions pursuant to the general permission granted under the
Regulations. OCBs are not allowed to invest in this Issue.
9Term Description
The period commencing on the Bid/Issue opening date and extended till the closure of the
Pay-in-Period
Anchor Investor Pay-in-Date.
Payment through electronic Payment through NECS, NEFT or Direct Credit, as applicable.
transfer of funds
Any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, Company, partnership, limited liability
Person or Persons
Company, joint venture, or trust or any other entity or organization validly constituted and /
or incorporated in the jurisdiction in which it exists and operates, as the context requires.
Price Band of a minimum price (Floor Price) of ₹ 55 and the maximum price (Cap Price)
of ₹ 57 and includes revisions thereof. The Price Band will be decided by our Company in
consultation with the Book Running Lead Manager and will be published and notified in
Price Band all editions of Financial express (a widely circulated English National Daily Newspaper),
all editions of Jansatta (widely circulated Hindi national daily newspaper) Hindi, being the
regional language where our registered office is located) each with wide circulation at least
two working days prior to the Bid/ Issue Opening Date.
The date on which our Company in consultation with the Book Running Lead
Pricing Date
Manager, will finalize the Issue Price.
The Prospectus to be filed with the Registrar of Companies in accordance with the
Prospectus
provisions of Section 26, 28 & 32 of the Companies Act, 2013.
The account to be opened with the Banker to the Issue under Section 40 of the Companies
Public Issue Account
Act, 2013 to receive monies from the ASBA Accounts on the Designated Date.
The portion of the Net Issue (including the Anchor Investor Portion) being 46,000 not
more than 50% of the Net Issue, consisting of 46,000 Equity Shares aggregating to ₹26.22
lakhs which shall be Allotted to QIBs (including Anchor Investors) on a proportionate basis,
QIB Category / QIB Portion including the Anchor Investor Portion (in which allocation shall be on a discretionary
basis, as determined by our Company in consultation with the Book Running Lead
Manager), subject to valid Bids being received at or above the Issue Price or Anchor
Investor Issue Price (for Anchor Investors).
Qualified Institutional A qualified institutional buyer as defined under Regulation 2(1) (ss) of the SEBI
Buyers or QIBs (ICDR) Regulations, 2018.
The Red Herring Prospectus to be Issued in accordance with Section 32 of the Companies
Red Herring Prospectus / Act, 2013 and the provisions of the SEBI (ICDR) Regulations, which will not have
RHP complete particulars of the price at which the Equity Shares will be Issued and the size of
the Issue, including any addenda or corrigenda thereto.
Bank which is / are clearing member(s) and registered with the SEBI as Bankers to the
Refund Bank/ Refund Banker
Issue at which the Refund Account will be opened, in this case being December 24, 2025.
The ‘no-lien’ and ‘non-interest bearing’ account opened with the Refund Bank, from which
Refund Account refunds, if any, of the whole or part, of the Bid Amount to the Anchor Investors shall be
made.
Registered Brokers Stockbrokers registered with the stock exchanges having nationwide terminals.
The Agreement between the Registrar to the Issue, the Issuer Company dated December
Registrar Agreement 20, 2024 in relation to the responsibilities and obligations of the Registrar to the Issue
pertaining to the Issue.
Registrar and share transfer agents registered with SEBI and eligible to procure
Registrar and Share
Applications at the Designated RTA Locations in terms of circular no.
Transfer Agents or RTAs
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 Issued by SEBI.
Registrar to the Issue being Skyline Financial Services Private Limited having registered
Registrar to the Issue office at Office D-153 A, 1st Floor, Okhla Industrial Area, Phase - I, New Delhi-110020
India.
Applicants (including HUFs, in the name of Karta and Eligible NRIs) whose
Individual Investors / IIs
Application Amount for Equity Shares in the Issue is not less than ₹ 2.00 Lakh.
Form used by the Applicants to modify the quantity of the Equity Shares or the Applicant
Amount in any of their ASBA Form(s) or any previous Revision Form(s). QIB Applicants
and Non-Institutional Applicants are not allowed to withdraw or lower their applications
Revision Form
(in terms of quantity of Equity Shares or the Application Amount) at any stage. Individual
Applicants can revise their Application during the Issue Period and withdraw their
Applications until Issue Closing Date.
10Term Description
SEBI Complaints Redress System, a centralized web-based complaints redressal
SCORES
system launched by SEBIs. Company has obtained SCORES ID: coma01315
Means the Act, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996
and the rules and regulations made thereunder, and the general or special orders, guidelines
Securities laws or circulars made or issued by the Board thereunder and the provisions of the Companies
Act, 2013 or any previous company law and any subordinate legislation framed
thereunder, which are administered by the Board.
Emerge Platform of National Stock Exchange of India Limited (“NSE or NSE
SME Exchange
Emerge”)
Collection centers where the SCSBs shall accept application form, a list of which is
Specified Locations
available on the website of SEBI (https://www.sebi.gov.in) and updated from time to time.
Specified Securities Equity shares Issued through this Prospectus.
Includes the Book Running Lead Manager, Syndicate Members and Sub Syndicate
Syndicate
Members
The agreement dated January 05, 2026 entered amongst our Company, the Book Running
Syndicate Agreement Lead Manager and the Syndicate Members, in relation to the collection of Bids in this
Issue.
Syndicate ASBA Bidding Bidding Centers where an ASBA Bidder can submit their Bid in terms of SEBI Circular
Locations no. CIR/CFD/DIL/1/2011 dated April 29, 2011, namely Mumbai, Chennai, Kolkata, Delhi
Intermediaries registered with SEBI eligible to act as a syndicate member and who is
Syndicate Members/
permitted to carry on the activity as an underwriter or market maker, book running lead
Members of the Syndicate
manager.
Systemically Important
Systemically important non-banking financial company as defined under Regulation
Nonbanking Financial
2(1)(iii) of the SEBI ICDR Regulations.
Company
The slip or document issued by the member of the Syndicate or SCSB (only on demand)
Transaction Registration
as the case may be, to the Applicant as proof of registration of the Application.
Slip/ TRS
SEBI (ICDR) Regulations/ SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 issued by SEBI
ICDR Regulation/ on September 11, 2018, as amended, including instructions and clarifications issued by
Regulation SEBI from time to time.
SEBI (Venture Capital) Securities Exchange Board of India (Venture Capital) Regulations, 1996 as amended from
Regulations time to time.
The Banker to the Issue registered with SEBI which is appointed by the issuer to act as a
conduit between the Stock Exchanges and the National Payments Corporation of India in
Sponsor Bank
order to push the mandate collect requests and / or payment instructions of the RIIs into
the UPI, the Sponsor Bank in this case being Axis Bank Limited.
In our case, Sobhagya Capital Options Private Limited, Giriraj Stock Broking Private
Underwriter
Limited and NNM Securities Private Limited.
The agreement dated January 05, 2026, entered between the Underwriters, our
Underwriting Agreement
Company, the Book Running Lead Manager.
SEBI circular no. CFD/DIL2/CIR/P/2018/22 dated February 15, 2018, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 SEBI circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI Circular no
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI Circular no.
UPI Circulars
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 SEBI Circular No:
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/76 dated May 30, 2022 and any
subsequent circulars or notifications issued by SEBI in this regard.
11Term Description
Unified Payments Interface (UPI) is an instant payment system developed by the NPCI. It
enables merging several banking features, seamless fund routing & merchant payments into
UPI
one hood. UPI allows instant transfer of money between any two persons bank accounts
using a payment address which uniquely identifies a person's bank A/c.
ID created on Unified Payment Interface (UPI) for single-window mobile payment system
UPI ID
developed by the National Payments Corporation of India (NPCI)
Account of the RIIs, Applicant in the Issue using the UPI mechanism, which will be
UPI ID Linked bank account blocked upon acceptance of UPI Mandate request by RIIs to the extent of the
appropriate Application Amount and subsequent debit of funds in case of Allotment.
A request (intimating the UPI Bidder by way of a notification on the UPI application and
by way of a SMS directing the UPI Bidder to such UPI application) to the UPI Bidder
UPI Mandate Request
initiated by the Sponsor Banks to authorise blocking of funds on the UPI Bid equivalent to
Application Amount and subsequent debit of funds in case of Allotment.
The bidding mechanism that may be used by an UPI Bidder to make Bid in the Issue in
UPI mechanism
accordance with circular.
UPI PIN Password to authenticate UPI transaction.
U.S. Securities Act U.S. Securities Act of 1933, as amended.
Foreign Venture Capital Funds (as defined under the Securities and Exchange Board of
Venture Capital Fund/ VCF India (Venture Capital Funds) Regulations, 1996) registered with SEBI under applicable
laws in India
All days on which commercial banks in Mumbai are open for business; provided however,
with reference to announcement of Price Band; and
(a) Bid / Issue period, “Working Day” shall mean all days, excluding all Saturdays,
Sundays and public holidays, on which commercial banks in Mumbai are open for
Working Days
business;
(b) the time period between the Bid / Issue Closing Date and the listing of the Equity
Shares on the Stock Exchanges, “Working Day” shall mean all trading days of Stock
Exchanges, excluding Sundays and bank holidays, as per the circulars issued by SEBI.
CONVENTIONAL AND GENERAL TERMS
Term Description
A/c Account
Act or Companies Act Companies Act, 2013, as amended from time to time
ACIT Assistant Commissioner of Income Tax.
AGM Annual General Meeting
Alternate investment Fund as defined in and registered with SEBI under SEBI AIF
AIF
Regulations
Air Act, 1981 Air (Prevention and Control of Pollution) Act, 1981.
AO Assessing Officer
ASBA Application Supported by Blocked Amount
AS Accounting Standards issued by the Institute of Chartered Accountants of India
AY Assessment Year
B.Com Bachelor of Commerce
BG Bank Guarantee
BRLM Book Running Lead Manager
CAN Confirmation Allocation Note
CARO Companies (Auditor’s Report) Order, 2020 as amended
Category I Foreign Portfolio FPIs registered as Category I Foreign Portfolio Investors under the SEBI FPI
Investor(s) Regulations.
Category II Foreign Portfolio An FPI registered as a category II foreign portfolio investor under the SEBI FPI
Investor(s) Regulations
FPIs registered as category III FPIs under the SEBI FPI Regulations, which shall
12Term Description
Category III Foreign Portfolio include all other FPIs not eligible under category I and II foreign portfolio investors,
Investor(s) such as endowments, charitable societies, charitable trusts, foundations, corporate
bodies, trusts, individuals and family offices
CDSL Central Depository Services (India) Limited
CFO Chief Financial Officer
CIN Corporate Identity Number
CIT Commissioner of Income Tax
CRR Cash Reserve Ratio
Companies Act, 1956 (without reference to the provisions thereof that have ceased to
have effect upon notification of the Notified Sections) and the Companies Act, 2013,
Companies Act
to the extent in force pursuant to the notification of the Notified Sections, read with
the rules, regulations, clarifications and modifications thereunder
Companies Act, 1956 (without reference to the provisions thereof that have ceased to
Companies Act 1956
have effect upon notification of the Notified Sections)
Companies Act, 2013, to the extent in force pursuant to the notification of the Notified
Companies Act 2013
Sections, read with the rules, regulations, clarifications, and modifications thereunder
Competition Act The Competition Act, 2002.
CAPPM Consumer Awareness, Publicity and Price Monitoring
Depositories NSDL and CDSL
Depositories Act The Depositories Act, 1996 as amended from time to time
A depository registered with SEBI under the Securities and Exchange Board of India
Depository
(Depositories and Participants) Regulations, 2018, as amended from time to time
DIN Director Identification Number
DP/ Depository Participant A Depository Participant as defined under the Depositories Act, 1996.
DP ID Depository Participant’s Identification
DPIIT Department for Promotion of Industry and Internal Trade
EBITDA Earnings Before Interest, Depreciation, Tax and Amortization
ECS Electronic Clearing System
EGM Extraordinary General Meeting
Earnings Per Share i.e., profit after tax for a fiscal year divided by the weighted
EPS
average outstanding number of equity shares at the end of that fiscal year
EPF Act Employees’ Provident Funds and Miscellaneous Provisions Act, 1952
ESI Act Employees’ State Insurance Act, 1948
Financial Year / Fiscal / Fiscal
The period of twelve months ended March 31 of that particular year
Year /FY
FCNR Account Foreign currency non-resident account.
FDI Foreign Direct Investment
FDR Fixed Deposit Receipt
Foreign Exchange Management Act, 1999, read with rules and regulations there-
FEMA
under and as amended from time to time.
Foreign Exchange Management (Non-debt Instruments) Rules, 2019 and subsequent
FEMA Regulations
amendments thereof
FII(s) Foreign Institutional Investors as defined under the SEBI FPI Regulations.
Foreign Portfolio Investors, as defined under the SEBI FPI Regulations and registered
Foreign Portfolio Investor or FPI
with SEBI under applicable laws in India.
“Fugitive economic offender” shall mean an individual who is declared a fugitive
Fugitive economic offender economic offender under section 12 of the Fugitive Economic Offenders Act, 2018
(17 of 2018)
FIs Financial Institutions
FIPB Foreign Investment Promotion Board
13Term Description
Foreign Venture Capital Investor registered under the Securities and Exchange
FVCI Board of India (Foreign Venture Capital Investor) Regulations, 2000, as amended
from time to time
GDP Gross Domestic Product
GIR Number General Index Registry Number
Gov/ Government/GOI Government of India
GST Goods and Service Tax
GST Act The Central Goods and Service Tax Act, 2017
GSTIN GST Identification Number
HUF Hindu Undivided Family
IFRS International Financial Reporting Standard
ICSI Institute of Company Secretaries of India
ICAI Institute of Chartered Accountants of India
Indian GAAP Generally Accepted Accounting Principles in India
I.T. Act / Income Tax Act Income Tax Act, 1961, as amended from time to time
New Indian Accounting Standards notified by Ministry of Corporate Affairs on
Ind AS February 16, 2015, applicable from Financial Year commencing April 1, 2016, as
amended.
ITAT Income Tax Appellate Tribunal
INR/ Rs. / Rupees / ₹ Indian Rupees, the legal currency of the Republic of India
IPO Initial Public Offering
KMP Key Managerial Personnel
LLP Act The Limited Liability Partnership Act, 2008.
Ltd. Limited
Pvt. Ltd. Private Limited
MCA Ministry of Corporate Affairs
Merchant banker as defined under the Securities and Exchange Board of India
Merchant Banker
(Merchant Bankers) Regulations, 1992 as amended
MOF Ministry of Finance, Government of India
MOU Memorandum of Understanding
MSMEs Micro, Small & Medium Enterprises
NA Not Applicable
NACH National Automated Clearing House
NAV Net Asset Value
NEFT National Electronic Fund Transfer
NOC No Objection Certificate
The sections of the Companies Act, 2013, that have been notified by the Government
Notified Sections
as having come into effect prior to the date of this Prospectus
NR/ Non-Residents Non-Resident
NRE Account Non-Resident External Account
Non-Resident Indian, is a person resident outside India, as defined under FEMA and
NRI
the FEMA Regulations
NRO Account Non-Resident Ordinary Account
NSDL National Securities Depository Limited
NTA Net Tangible Assets
OCB Overseas Corporate Bodies
14Term Description
p.a. Per annum
P/E Ratio Price/ Earnings Ratio
Permanent Account Number allotted under the Income Tax Act, 1961, as amended
PAN
from time to time
PAT Profit After Tax
PBT Profit Before Tax
PIO Person of Indian Origin
PLR Prime Lending Rate
QFI(s) Qualified Foreign Investor(s) as defined under the SEBI FPI Regulations
R & D Research and Development
RBI Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934, as amended from time to time
RoC or Registrar of Companies The Registrar of Companies, Ahmedabad
RoCE Return on Capital Employed
RoNW Return on Net Worth
RTA Registrar and Transfer Agents
RTI Right to Information, in terms of Right to Information Act, 2005
RTGS Real Time Gross Settlement
SAT Securities Appellate Tribunal
SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to Time
SCSBs Self-Certified Syndicate Banks
SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992
SEBI Act Securities and Exchange Board of India Act 1992, as amended from time to time
Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
SEBI AIF Regulations
2012.
Securities and Exchange Board of India (Foreign Institutional Investors)
SEBI FII Regulations
Regulations, 1995.
SEBI (Venture Capital) Securities and Exchange Board of India (Venture Capital) Regulations, 1996 as
Regulations amended from time to time.
SEBI Insider Trading SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to
Regulations time, including instructions and clarifications issued by SEBI from time to time
SEBI ICDR Regulations / ICDR Securities and Exchange Board of India (Issue of Capital and Disclosure
Regulations / SEBI ICDR Requirements) Regulations, 2018, as amended from time to time
Securities and Exchange Board of India (Listing Obligations and Disclosure
SEBI (LODR) Regulations Requirements) Regulations, 2015, as amended, including instructions and
clarifications issued by SEBI from time to time
Securities and Exchange Board of India (Substantial Acquisition of Shares and
SEBI Takeover Regulations
Takeovers) Regulations, 2011, as amended from time to time
Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
SEBI FPI Regulations
2019, as amended from time to time.
Securities and Exchange Board of India (Foreign Venture Capital Investors)
SEBI FVCI Regulations
Regulations, 2000
Sec. / S. Section
Securities Act The U.S. Securities Act of 1933, as amended
SME Small and Medium Enterprises
Stamp Act The Indian Stamp Act, 1899, as amended from time to time
State Government The Government of a State of India
15Term Description
Stock Exchanges Unless the context requires otherwise, refers to, the NSE Emerge
STT Securities Transaction Tax
TDS Tax Deducted at Source
TAN Tax Deduction and Collection Account Number
TIN Taxpayer Identification Number
TRS Transaction Registration Slip
UIN Unique Identification Number
U.S. GAAP Generally accepted accounting principles in the United States of America
VCF/ Venture Capital Funds
Foreign Venture Capital Funds as defined under the SEBI AIF Regulations
Wilful Defaulter(s) or a Wilful defaulter or a Fraudulent Borrower as defined under Regulation 2(1)(lll) of the
Fraudulent Borrower SEBI ICDR Regulations
WHO World Health Organization
WEO World Economic Outlook
YoY Year on Year
INDUSTRY RELATED TERMS
Term Description
Electronic, biometric, or mechanical systems used to regulate and monitor the entry
Access Control Systems
and exit of persons, vehicles, or goods at a facility.
Continuous observation and management of alarm systems through a monitoring
Alarm Monitoring
center to detect and respond to security breaches or emergencies.
Deployment of security personnel to a protected site upon activation of a security
Alarm Response Services
or fire alarm to assess and neutralize potential threats.
Comprehensive measures and strategies to safeguard physical, financial, and
Asset Protection
intellectual assets from theft, damage, or loss.
The process of verifying an individual’s personal, professional, and criminal
Background Verification
history for security clearance purposes.
Specialized close-protection services provided to individuals to mitigate personal
Bodyguard Services
risk from threats.
Services involving the secure handling, counting, sorting, storage, and transfer of
Cash Management Services
cash for banks, retail chains, and other entities.
Secure transportation of currency, bullion, negotiable instruments, and other
Cash-in-Transit (CIT) Services
valuables between locations.
Use of closed-circuit television systems to monitor, record, and review activities
CCTV Surveillance
within designated premises.
Security and safety measures implemented to regulate and manage large gatherings
Crowd Control
t o prevent disorder and ensure public safety.
Immediate protective actions and recovery measures undertaken in the event of a
Disaster Response
n atural or man-made disaster.
Integrated use of technology such as cameras, sensors, alarms, and control systems
Electronic Security Solutions
for protection against threats.
Formulation of structured procedures and protocols for the safe evacuation of
Emergency Evacuation Planning
personnel during emergencies.
Planning and execution of security measures for public or private events, ensuring
Event Security Management
safety and order.
Protective services designed to safeguard high-profile individuals from personal
Executive Protection
security threats.
Devices and measures implemented for the prevention, detection, and suppression
Fire Safety & Security Systems
of fire hazards.
A combined security approach incorporating both manned guarding and electronic
Integrated Security Solutions
systems for comprehensive protection.
Intrusion Detection Systems Electronic systems designed to detect unauthorized entry into a premises or
16restricted area.
Loss Prevention Measures and protocols aimed at reducing theft, fraud, and operational losses.
The provision of trained and licensed security personnel for on-site protection of
Manned Guarding
property and persons.
Periodic patrolling of client premises by security personnel using vehicles or on
Mobile Patrol Services
foot to deter and detect irregularities.
Security measures designed to protect the outer boundaries of a property from
Perimeter Security
unauthorized access.
A structured process for identifying, analyzing, and evaluating security risks to
Risk Assessment
recommend mitigation measures.
An evaluation of safety procedures, equipment, and protocols to ensure compliance
Safety Audit
with statutory and industry standards.
A comprehensive review of security infrastructure and practices to assess
Security Audit
effectiveness and recommend improvements.
Professional advisory services on security system design, implementation, and
Security Consulting
management.
The setting up and commissioning of devices such as CCTV, alarms, and access
Security Equipment Installation
control systems at client sites.
Structured training programs to prepare security personnel for operational duties in
Security Guard Training
accordance with regulatory standards.
Systems comprising monitoring equipment such as CCTV, drones, and motion
Surveillance Systems
sensors for continuous observation.
Security arrangements tailored for Very Important Persons (VIPs) to ensure
VIP Protection
personal safety against identified threats.
Policies, systems, and procedures aimed at ensuring the safety of employees,
Workplace Security
visitors, and assets at business premises.
Abbreviation Full Form
APSARA Association of Private Security Agencies Regulation Act
BMS Building Management System
BMSD Building Management System Dashboard
BOP Business Operating Procedures
CCTV Closed-Circuit Television
CISF Central Industrial Security Force
CIT Cash-in-Transit
CMS Cash Management Services
DVR Digital Video Recorder
EAS Electronic Article Surveillance
EHS Environment, Health, and Safety
EMS Emergency Management System
GPS Global Positioning System
IP CCTV Internet Protocol Closed-Circuit Television
KPI Key Performance Indicator
KYC Know Your Customer
MHA Ministry of Home Affairs
MIS Management Information System
MOU Memorandum of Understanding
NVR Network Video Recorder
OEM Original Equipment Manufacturer
PPE Personal Protective Equipment
PSARA Private Security Agencies Regulation Act
PSARA License License issued under PSARA Act
QRT Quick Response Team
RFP Request for Proposal
RFID Radio-Frequency Identification
SLA Service Level Agreement
SOP Standard Operating Procedure
SSO Security Services Outsourcing
17Abbreviation Full Form
VMS Video Management System
XBR X-ray Baggage Scanner
BUSINESS RELATED TERMS
Term Description
Amounts owed to the Company by clients for services already delivered but not yet
Accounts Receivable
paid for.
Annual Maintenance Contract An agreement for regular servicing and upkeep of installed security equipment and
(AMC) systems for a specified period.
The maximum amount of share capital that the Company is permitted to issue as per
Authorized Share Capital
its Memorandum of Association.
The total hours of service rendered by the Company’s personnel that are chargeable
Billable Hours
to clients.
Billing Cycle The periodic schedule (monthly, quarterly, etc.) for issuing invoices to clients.
Business Continuity Plan A documented strategy outlining how the Company will continue delivering services
(BCP) during disruptions or emergencies.
The formal procedure followed by the Company to initiate services for a new client,
Client Onboarding Process
including contract signing and deployment.
The percentage of clients who continue using the Company’s services over a defined
Client Retention Rate
period.
Provision of security services under a formal agreement for a defined duration and
Contract Security Services
scope.
Corporate Clients Registered business entities that engage the Company for security services.
Credit Period The agreed number of days given to clients to settle payment after the invoice date.
Customer Relationship Tools, systems, and processes used to manage client interactions and relationships to
Management (CRM) enhance service satisfaction.
Debtor Days The average time taken by clients to clear outstanding invoices from the Company.
Deployment Plan A detailed schedule allocating manpower, shifts, and responsibilities for client sites.
Duty Roster A timetable specifying the shifts and work hours assigned to each security personnel.
Employee Attrition Rate The percentage of employees who leave the Company during a specific period.
The Company’s framework for ensuring employee safety, benefits, and working
Employee Welfare Policy
conditions.
A contract under which the Company provides clients with leased security equipment
Equipment Rental Agreement
for a fixed term.
A binding agreement to provide services over a defined period, subject to renewal or
Fixed-Term Contract
termination.
Administration of the Company’s vehicles used for patrolling, cash-in-transit, and
Fleet Management
operational support.
An arrangement allowing third parties to operate under the Company’s brand and
Franchise Model
business system.
The difference between the Company’s service revenue and direct service costs,
Gross Margin
expressed as a percentage.
Formal documentation of any unusual event, security breach, or operational incident
Incident Reporting
at a client site.
Policies obtained by the Company to cover liabilities, assets, and personnel during
Insurance Coverage
service delivery.
Invoice Dispute Resolution The process for addressing and settling disagreements regarding client billing.
Key Account Management
Strategic approach to managing relationships with high-value clients.
(KAM)
Key Performance Indicators
Measurable metrics used to track the Company’s service delivery performance.
(KPIs)
The process of updating statutory licenses such as PSA License, Shops &
License Renewal
Establishments License, etc.
An agreement for providing services for an extended duration, typically exceeding
Long-Term Contract
one year.
Manpower Supply Agreement A formal contract for providing trained security personnel to a client.
Monthly Service Report A detailed statement of services delivered to a client during a given month.
18Term Description
Non-Disclosure Agreement
A legal contract restricting the sharing of confidential client or Company information.
(NDA)
The Company’s ability to provide services effectively while minimizing cost and
Operational Efficiency
resource wastage.
Security operations managed by the Company on behalf of clients who choose not to
Outsourced Security Services
maintain in-house security.
Overtime Billing Additional charges billed to clients when services exceed the contracted hours.
Pre-agreed stages within a contract when payment is due upon completion of specific
Payment Milestone
deliverables.
The evaluation of employees’ job performance to determine rewards, promotions, or
Performance Appraisal
training needs.
A financial guarantee ensuring contract fulfillment, provided to the client where
Performance Bond
applicable.
Private Security Agency The statutory license under the Private Security Agencies (Regulation) Act, 2005,
(PSA) License required for operating as a security agency.
Profit Margin The percentage of net profit generated from the Company’s service revenue.
A final document given to the client upon completion or termination of a contract
Project Handover Report
summarizing work performed.
Renewal Rate The percentage of contracts renewed by clients at the end of their term.
Service Agreement A written contract defining the terms under which the Company provides its services.
Service Level Agreement A document specifying measurable service standards and performance targets agreed
(SLA) upon with the client.
Guidelines determining the rotation of security personnel across shifts to ensure
Shift Rotation Policy
consistent coverage.
An inspection of a client location to ensure adherence to service standards and
Site Audit
contractual obligations.
Standard Operating Procedure
A documented set of step-by-step instructions to ensure uniform delivery of services.
(SOP)
Statutory Compliance The Company’s adherence to applicable laws, rules, and regulations.
Tender-Based Contracts Contracts awarded to the Company through a formal competitive bidding process.
Third-Party Vendor Contracts with external suppliers for goods or services supporting the Company’s
Agreement operations.
Structured programs designed to enhance the skills and knowledge of security
Training Module
personnel.
The duration taken to respond to a client request or incident from initiation to
Turnaround Time (TAT)
resolution.
The process of overseeing and coordinating suppliers providing goods or services to
Vendor Management
the Company.
A formal document issued by a client authorizing the Company to begin service
Work Order
delivery under agreed terms.
Abbreviation Full Form
AMC Annual Maintenance Contract
B2B Business-to-Business
B2C Business-to-Consumer
CEO Chief Executive Officer
CFO Chief Financial Officer
COO Chief Operating Officer
CSR Corporate Social Responsibility
EBITDA Earnings Before Interest, Taxes, Depreciation, and Amortization
EGM Extraordinary General Meeting
ESOP Employee Stock Ownership Plan
FMCG Fast-Moving Consumer Goods
FY Financial Year
GDP Gross Domestic Product
GST Goods and Services Tax
19Abbreviation Full Form
HR Human Resources
IPO Initial Public Offering
IT Information Technology
KPI Key Performance Indicator
KYC Know Your Customer
LLP Limited Liability Partnership
MCA Ministry of Corporate Affairs
MOU Memorandum of Understanding
MSME Micro, Small and Medium Enterprises
NOC No Objection Certificate
PAN Permanent Account Number
PBT Profit Before Tax
P&L Profit and Loss
ROE Return on Equity
ROI Return on Investment
RONW Return on Net Worth
SEBI Securities and Exchange Board of India
SLA Service Level Agreement
SME Small and Medium Enterprises
SOP Standard Operating Procedure
TAN Tax Deduction and Collection Account Number
TDS Tax Deducted at Source
VAT Value Added Tax
WIP Work in Progress
Y-o-Y Year-on-Year
(The rest of the page is intentionally left blank)
20ABBREVIATIONS
Abbreviation Full Form
AS / Accounting Standard Accounting Standards as issued by the Institute of Chartered Accountants of India
A/c Account
AGM Annual General Meeting
ASBA Applications Supported by Blocked Amount
Amt Amount
Alternative Investment Funds registered under the Securities and Exchange Board of
AIF
India (Alternative Investment Funds) Regulations, 2012, as amended.
AY Assessment Year
AOA Articles of Association
Approx Approximately
B. A Bachelor of Arts
BBA Bachelor of Business Administration
B. Com Bachelor of Commerce
B. E Bachelor of Engineering
B. Tech Bachelor of Technology
Bn Billion
BG / LC Bank Guarantee / Letter of Credit
BIFR Board for Industrial and Financial Reconstruction
CDSL Central Depository Services (India) Limited
CAGR Compounded Annual Growth Rate
CAN Confirmation of Allocation Note
CA Chartered Accountant
CB Controlling Branch
CC Cash Credit
CCI The Competition Commission of India
CGST Central GST
CIN Corporate Identification Number
CIT Commissioner of Income Tax
CS Company Secretary
CSR Corporate Social Responsibility
CS & CO Company Secretary & Compliance Officer
CENVAT Central Value Added Tax
CST Central Sales Tax
CWA / ICWA Cost and Works Accountant
CMD Chairperson and Managing Director
National Securities Depository Limited and Central Depository Services (India)
Depository or Depositories
Limited
Department of Industrial Policy and Promotion, Ministry of Commerce,
DIPP
Government of India
DP Depository Participant
DP ID Depository Participant’s Identification Number
DGR Dangerous Goods Regulations
EBITDA Earnings Before Interest, Taxes, Depreciation & Amortisation
ECS Electronic Clearing System
ESIC Employee’s State Insurance Corporation
EPS Earnings Per Share
EGM / EOGM Extraordinary General Meeting
ESOP Employee Stock Option Plan
EXIM / EXIM Policy Export – Import Policy
FCNR Account Foreign Currency Non-Resident Account
FIPB Foreign Investment Promotion Board
FY / Fiscal / Financial Year Period of twelve months ended March 31 of that year, unless otherwise stated
Foreign Exchange Management Act, 1999 as amended from time to time, and the
FEMA
regulations framed there under.
21Abbreviation Full Form
FCNR Account Foreign Currency Non-Resident Account
FBT Fringe Benefit Tax
FCNR Account Foreign Currency Non-Resident Account
FDI Foreign Direct Investment
FIs Financial Institutions
Foreign Institutional Investors (as defined under Foreign Exchange Management
FIIs (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000)
registered with SEBI under applicable laws in India
FIPB Foreign Investment Promotion Board
“Foreign Portfolio Investor” means a person who satisfies the eligibility criteria
prescribed under regulation 4 and has been registered under Chapter II of Securities and
FPIs Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, which shall be
deemed to be an intermediary in terms of the provisions of the SEBI Act,
1992.
FTA Foreign Trade Agreement.
Foreign Venture Capital Investors registered with SEBI under the Securities and
FVCI
Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000.
FV Face Value
GoI / Government Government of India
GDP Gross Domestic Product
GAAP Generally Accepted Accounting Principles in India
GST Goods and Service Tax
GVA Gross Value Added
HUF Hindu Undivided Family
ICAI The Institute of Chartered Accountants of India
ICAI (Previously known as
The Institute of Cost Accountants of India
ICWAI)
IMF International Monetary Fund
INR / Rupees / Rs. Indian Rupees, the legal currency of the Republic of India
IIP Index of Industrial Production
IPO Initial Public Offer
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
HNI High Networth Individual
i.e. That is
I.T. Act Income Tax Act, 1961, as amended from time to time
IT Authorities Income Tax Authorities
IT Rules Income Tax Rules, 1962, as amended, except as stated otherwise
Indian GAAP Generally Accepted Accounting Principles in India
IRDA Insurance Regulatory and Development Authority
KMP Key Managerial Personnel
Ltd. Limited
MAT Minimum Alternate Tax
MoF Ministry of Finance, Government of India
M-o-M Month-On-Month
MOU Memorandum of Understanding
M. A Master of Arts
M. B. A Master of Business Administration
M. Com Master of Commerce
Mn Million
M. E Master of Engineering
MRP Maximum Retail Price
M. Tech Master of Technology
Merchant Banker as defined under the Securities and Exchange Board of India
Merchant Banker
(Merchant Bankers) Regulations, 1992
MAPIN Market Participants and Investors Database
MSMEs Micro, Small and medium Enterprises
22Abbreviation Full Form
MoA Memorandum of Association
MRP Maximum Retail Price
NA Not Applicable
NEFT National Electronic Funds Transfer
NECS National Electronic Clearing System
NAV Net Asset Value
NPV Net Present Value
NRIs Non-Resident Indians
NRE Account Non-Resident External Account
NRO Account Non-Resident Ordinary Account
NOC No Objection Certificate
NSDL National Securities Depository Limited
OCB Overseas Corporate Bodies
P.A. Per Annum
PF Provident Fund
PG Post Graduate
PAC Persons Acting in Concert
P / E Ratio Price / Earnings Ratio
PAT Profit After Tax
PBT Profit Before Tax
PLI Postal Life Insurance
POA Power of Attorney
PSU Public Sector Undertaking(s)
Pvt. Private
RBI The Reserve Bank of India
ROE Return on Equity
R&D Research & Development
RONW Return on Networth
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time
SCSB Self-Certified Syndicate Banks
SEBI Securities and Exchange Board of India
SICA Sick Industrial Companies (Special provisions) Act, 1985, as amended from time to time
SME Small and Medium Enterprises
NSE Emerge Emerge Platform of National Stock Exchange India Limited (“NSE Emerge”)
STT Securities Transaction Tax
Sec. Section
SEP Safety Emergency Procedure
TAN Tax Deduction Account Number
TRS Transaction Registration Slip
TIN Taxpayers Identification Number
US / United States United States of America
Unified Payments Interface as a payment mechanism through National Payments
UPI Corporation of India with Application Supported by Block Amount for applications
in public Issues by Individual Investors through SCSBs
USD / US$ / $ United States Dollar, the official currency of the Unites States of America
Foreign Venture Capital Funds (as defined under the Securities and Exchange Board of
VCF / Venture Capital Fund India (Venture Capital Funds) Regulations, 1996) registered with SEBI under applicable
laws in India.
VAT Value Added Tax
w.e.f. With effect from
YoY Year over Year
The words and expressions used but not defined in this Prospectus will have the same meaning as assigned to such terms
under the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 (the “SEBI Act”), the SCRA, SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018 the Depositories Act and the rules and regulations made
23thereunder.
Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Possible Tax
Benefits”, “Our Industry”, “Regulations and Policies in India”, “Financial Statements as Restated of the Company”,
“Outstanding Litigations and Material Developments” and “Issue Procedure”, will have the meaning ascribed to such
terms in these respective sections.
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24CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA
AND CURRENCY OF FINANCIAL PRESENTATION
In this Prospectus, the terms “we”, “us”, “our”, the “Company”, “our Company”, “Issuer”, “Issuer Company”,
“ARMOUR SECURITY (INDIA) LTD.”, “ASIL”, “Armour”, unless the context otherwise indicates or implies, refers
to Armour Security (India) Limited.
CERTAIN CONVENTION
All references to "India" contained in this Prospectus are to the Republic of India and its territories and possessions and all
references herein to the "Government", "Indian Government", "GoI", "Central Government" or the "State Government" are
to the Government of India, Central or State, as applicable. All references to the “U.S.”, “US”, “U.S.A” or “United States”
are to the United States of America and its territories and possessions.
In this Prospectus, our Company has presented certain numerical information. All figures have been expressed in lakhs,
except where specifically indicated. One lakh represents 1,00,000. However, where any figures that may have been sourced
from third party industry sources are expressed in denominations other than lakhs in their respective sources, such figures
appear in this Prospectus expressed in such denominations as provided in such respective sources. In this Prospectus, unless
the context otherwise requires, all references to one gender also refers to another gender and the word "Lac / Lakh" means
"one hundred thousand".
Unless otherwise specified, any time mentioned in this Prospectus is in Indian Standard Time ("IST"). Unless indicated
otherwise, all references to page numbers in this Prospectus are to the page numbers of this Prospectus.
FINANCIAL DATA
Unless stated otherwise or where the context otherwise requires, the financial information and financial ratios in this
Prospectus is derived from the Restated Financial Information.
The restated consolidated financial information of our Company comprising the restated consolidated statements of assets
and liabilities as at the period ended September 30, 2025 and financial year ended March 31, 2025, March 31, 2024 and March
31, 2023, the restated consolidated statements of profit and loss, the restated consolidated statements of cash flow and the
summary of material accounting policies and other explanatory information prepared by the management of the Company
and approved by the Board of Directors of our Company at their meeting held on December 30, 2025 for the purpose of
inclusion in this Prospectus, based on the audited financial statements as at and for the period ended September 30, 2025,
Financial Year ended March 31, 2025, March 31, 2024 and March 31, 2023 and the restated statements of profit and loss,
the restated statements of cash flows on standalone basis for the period /year ended September 30, 2025, March 31, 2025,
March 31, 2024 and March 31, 2023 , the summary statement of material accounting policies and other explanatory notes,
prepared in accordance with Indian GAAP and as per requirement of Section 26 of Part I of Chapter III of the Companies
Act, SEBI ICDR Regulations, as amended and the Guidance Note on ‘Reports in Company Prospectuses (Revised 2019)’
issued by the ICAI, as amended from time to time. For further information, see “Restated Financial Information” on page
217.
In this Prospectus, any discrepancies in any table between the total and the sum of the amounts listed are due to rounding
off. All figures in decimals have been rounded off to the two decimal place and all percentage figures have been rounded off
to two decimal places and accordingly there may be consequential changes in this Prospectus.
Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on March 31 of
that particular calendar year; accordingly, all references to a particular financial year or fiscal, unless stated otherwise, are
to the 12-month period commencing on April 1 of the immediately preceding calendar year and ending on March 31 of that
particular calendar year. Reference in this Prospectus to the terms Fiscal or Fiscal Year of Financial Year is to the 12
months ended on March 31 of such year, unless otherwise specified.
There are significant differences between Indian GAAP and IND (AS). Accordingly, the degree to which the Restated
Financial Statements included in this Prospectus will provide meaningful information is entirely dependent on the reader’s
level of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices,
Indian GAAP, IND (AS), the Companies Act and the SEBI (ICDR) Regulations, on the Restated Financial Statements
presented in this Prospectus should accordingly be limited. Although we have included a summary of qualitative and
quantitative differences between Indian GAAP and IND (AS), our financial statements reported under IND (AS) in future
accounting periods may not be directly comparable with our financial statements historically prepared in accordance with
25Indian GAAP, including disclosed in this Prospectus. You should consult your own advisors regarding such differences
and their impact on our financial data.
Any percentage amounts, as set forth in “Risk Factors”, “Our Business”, “Management’s Discussion and Analysis of
Financial Position and Results of Operations” and elsewhere in this Prospectus unless otherwise indicated, have been
calculated on the basis of the Company’s Restated Financial Statements prepared in accordance with the applicable
provisions of the Companies Act, Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, as stated in the
report of our Statutory Auditor, set out in the section titled “Restated Financial Statements” beginning on page 217 .
For additional definitions used in this Prospectus, see the section “Definitions and Abbreviations” on page 1. In the
section titled “Main Provisions of the Articles of Association”, on page 326 of the Prospectus defined terms have the
meaning given to such terms in the Articles of Association of our Company.
CURRENCY AND UNITS OF PRESENTATION
In this Prospectus, unless the context otherwise requires, all references to
➢ ‘Rupees’ or ‘₹’ or ‘Rs.’ Or ‘INR’ are to Indian rupees, the official currency of the Republic of India;
➢ ‘US Dollars’ or ‘US $’ or ‘USD’ or ‘$’ are to United States Dollars, the official currency of the United States of
America.
➢ Euro, EUR or ‘€’ refers to Euros, the official currency of European Union.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Indian
Rupee and other foreign currencies:
For the Period ended on For the Financial Year ended on
Currency*
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
1 USD 88.79 85.58 83.37 82.22
1 EUR 104.22 92.32 90.22 89.61
* If the RBI reference rate is not available on a particular date due to a public holiday, exchange rate of the previous working day has
been disclosed.
All figures are rounded off to two decimal places. Source: www.fbil.org.in
All references to the words ‘Lakh’ or ‘Lakhs’, ‘Lac’ or ‘Lacs’, means ‘One hundred thousand’ and the word ‘Million’
means ‘Ten lakh’ and the word ‘Crore’ means ‘Ten Million’ and the word ‘Billion’ means ‘One Thousand Million’.
Any percentage amounts, as set forth in “Risk Factors”, “Our Business”, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and elsewhere in this Prospectus, unless otherwise indicated, have been
calculated based on our financial statements as restated prepared in accordance with Indian GAAP.
DEFINITIONS
For definitions, please see the Chapter titled “Definitions and Abbreviations” on page 1. In the Section titled “Main
Provisions of Articles of Association” beginning on page 326 defined terms have the meaning given to such terms in the
Articles of Association.
INDUSTRY AND MARKET DATA
In accordance with the SEBI (ICDR) Regulations, “Basis for Issue Price” on page 124 includes information relating to
our peer group entities. Such information has been derived from publicly available sources, and neither we, nor the Book
Running Lead Manager have independently verified such information. Such data involves risks, uncertainties and numerous
assumptions and is subject to change based on various factors, including those discussed in “Risk Factors” on page 38.
Non-GAAP Financial Measures
Certain non-GAAP financial measures relating to our financial performance, namely EBITDA, EBITDA Margin, PAT
Margin, Return on Equity, Return on Capital Employed, Debt to Equity, Net Debt to Equity, Net Working Capital and
Current Ratio, and certain other industry metrics and financial parameters have been included in this Prospectus and are a
supplemental measure of our performance and liquidity that are not required by, or presented in accordance with, IGAAP,
IFRS or U.S. GAAP. Further, these Non-GAAP measures are not a measurement of our financial performance or liquidity
26under IGAAP, IFRS or U.S. GAAP and should not be considered in isolation or construed as an alternative to cash flows,
profit/ (loss) for the period / year or any other measure of financial performance or as an indicator of our operating
performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in
accordance with IGAAP , IFRS or U.S. GAAP. These Non-GAAP financial measures and other information relating to
financial performance may not be computed on the basis of any standard methodology that is applicable across the industry
and therefore may not be comparable to financial measures of similar nomenclature that may be computed and presented
by other companies and are not measures of operating performance or liquidity defined by Ind AS. Such supplemental
financial and operational information should not be considered in isolation or as a substitute for an analysis of our Restated
Financial Information disclosed elsewhere in this Prospectus. For further details, see “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”, Other Financial Information” and “Risk Factor”- Certain
non-GAAP financial measures relating to our operations and financial performance have been included on pages 220, 218
and 38 respectively in this Prospectus. These non-GAAP financial measures are not measures of operating performance or
liquidity defined by IGAAP and may vary from any standard methodology that is applicable across the industry we operate.
TIME
All references to time in this Prospectus are to Indian Standard Time. Unless stated otherwise, or the context requires
otherwise, all references to a “year” in this Prospectus are to a calendar year.
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27FORWARD LOOKING STATEMENTS
All statements contained in this Prospectus that are not statements of historical fact constitute forward- looking statements.
All statements regarding our expected financial condition and results of operations, business, plans and prospects are
forward-looking statements. These forward-looking statements include statements with respect to our business strategy,
our revenue and profitability, our projects and other matters discussed in this Prospectus regarding matters that are not
historical facts. Investors can generally identify forward-looking statements by the use of terminology such as “aim”,
“anticipate”, “believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “may”, “will”, “will continue”,
“will pursue”, “contemplate”, “future”, “goal”, “propose”, “will likely result”, “will seek to” or other words or phrases
of similar import. All forward-looking statements (whether made by us or any third party) are predictions and are subject
to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those
contemplated by the relevant forward-looking statement. Forward-looking statements reflect our current views with
respect to future events and are not a guarantee of future performance. These statements are based on our management’s
beliefs and assumptions, which in turn are based on currently available information. Although we believe the
assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could
prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect.
Further, the actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the our
Sector in India where we have our businesses and our ability to respond to them, our ability to successfully implement
our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and
political conditions in India and overseas which have an impact on our business activities or investments, the monetary
and fiscal policies of India and other jurisdictions in which we operate, inflation, deflation, unanticipated volatility in
interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in
India and globally, changes in domestic laws, regulations and taxes, changes in competition in our industry and incidence
of any natural calamities and / or acts of violence. Other important factors that could cause actual results to differ
materially from our expectations include, but are not limited to, the following:
i. Our growth depends heavily on attracting and retaining skilled manpower, especially temporary and associate
employees;
ii. Lack of complete documentation for past penalties may affect how stakeholders perceive our compliance record;
iii. Investments in technology may not generate the efficiencies or returns we expect;
iv. Strategic acquisitions may not always deliver the synergies or benefits planned;
v. Our contracts are typically short-term and may be terminated by clients without cause, affecting revenue visibility;
vi. Our operations require high working capital, and delays in client payments can strain liquidity;
vii. Compliance with numerous labour and statutory laws is critical; lapses could lead to penalties or cancellation of
contracts;
viii. A significant portion of our revenue comes from a few key clients, making us dependent on their continued
business;
ix. We face contingent liabilities from bank guarantees, tax demands, GST, and TDS matters which may impact our
financials;
x. Deployment of Issue Proceeds is subject to Board discretion, and with no Monitoring Agency, outcomes may
vary from expectations;
For further discussions of factors that could cause our actual results to differ, please see the section titled “Risk Factors”,
chapters titled “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 38, 162 and 220 respectively. By their nature, certain market risk disclosures are only
estimates and could be materially different from what occurs in the future. As a result, actual future gains or losses could
materially differ from those that have been estimated.
There can be no assurance to investors that the expectations reflected in these forward-looking statements will prove to
be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements and not to regard such statements to be a guarantee of our future performance.
Forward looking statements reflects views as of the date of the Prospectus and not a guarantee of future performance. By
their nature, certain market risk disclosures are only estimates and could be materially different from what occurs in the
future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither our
Company / our Directors nor the Book Running Lead Manager, nor any of its affiliates have any obligation to update or
otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of
underlying events, even if the underlying assumptions do not come to fruition.
In accordance with the SEBI ICDR Regulations, our Company, the Promoters and the BRLM will ensure that the Bidders
in India are informed of material developments until the time of the grant of listing and trading permission by the Stock
Exchanges for the Equity shares pursuant to the Issue.
28SECTION II: SUMMARY OF ISSUE DOCUMENT
The following is a general summary of the terms of the Issue included in this Prospectus and is not exhaustive, nor does
it purport to contain a summary of all the disclosures in this Prospectus when filed, or all details relevant to prospective
investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed
information appearing elsewhere in this Prospectus, including the sections titled “Risk Factors”, “The Issue”, “Capital
Structure”, “Objects of the Issue”, “Our Industry”, “Our Business”, “Our Promoters and Promoter Group”,
“Restated Financial Statements”, “Outstanding Litigation and Other Material Developments” and “Issue
Procedure” on pages 38, 67, 88, 101, 139, 162, 208, 217, 241 and 285 respectively.
A. OVERVIEW OF BUSINESS
We established our Company in 1999, our Company specializes in comprehensive private security solutions, offering
services such as security planning, management, integrated facility management, housekeeping, and manpower
provision which includes skilled, semi-skilled and unskilled personnel, catering to clients' diverse needs. With over two
decades of experience, we have established our presence in the security manpower services and integrated facility
management sector. Starting from a solitary office in Defense Colony, Delhi, we have extended our operation to various
states across India, ensuring the consistent delivery of quality services.
For further details kindly refer to chapter titled “Our Business” beginning on page 162 .
B. OVERVIEW OF INDUSTRY
The Indian security and facility management industry has evolved into a critical enabler of safety, operational efficiency,
and business continuity. Growing urbanization, rising corporate activity, and heightened focus on workplace safety are
driving demand for integrated services. The sector spans manned guarding, electronic surveillance, housekeeping, and
allied facility solutions, catering to industries, government, and residential segments. Increased adoption of technology,
compliance with regulatory norms, and the need for cost optimization are shaping the market. With rising outsourcing
trends and emphasis on quality, the industry is poised for steady expansion, offering significant opportunities for
organized players.
For detailed information please refer to Chapter “Our Industry” on page 139.
C. OUR PROMOTERS
As on date of filing of Prospectus, Mr. Vinod Gupta and Mrs. Arnima Vinod Gupta are the promoters of the company.
For further details kindly refer to chapter titled “Our Promoter and Promoter Group” beginning on pages 208.
D. DETAILS OF THE ISSUE
Equity Shares Issued Present Issue Issue of up to 46,50,000 Equity Shares of ₹ 10.00 each for cash at a price of ₹ 57.00
of Equity Shares by our per Equity Share (including premium of ₹ 47.00 per Equity Share) aggregating to
Company^. ₹ 2,650.50 lakh.
Out of which:
Up to 46,50,000 Equity Shares of ₹ 10.00 each for cash at a price of ₹ 57.00 per
(i) Fresh Issue Equity Share (including premium of ₹ 47.00 per Equity Share) aggregating to ₹
2,650.50 lakh.
Out of which:
Up to 2,34,000 Equity Shares of ₹ 10.00 each fully paid-up of our Company for
Market Maker Reservation
cash at a price of ₹ 57.00 per Equity Share (including premium of ₹ 47.00 per
Portion
Equity Share) aggregating to ₹ 1,33.38 Lakhs.
Up to 44,16,000 Equity Shares of ₹ 10.00 each fully paid-up of our Company for
Net Issue to the Public* cash at a price of ₹ 57.00 per Equity Share (including premium of ₹ 47.00 per
Equity Share) aggregating to ₹ 2,517.12 Lakhs.
* Subject to finalization of the Basis of Allotment
^The Issue has been authorised pursuant to the resolutions dated August 28, 2024 and September 30, 2024, passed by the
Board and Shareholders of the Company respectively.
For details in relation to consent of each of the Promoter s in relation to the Issued Shares, see “The Issue” and “Other
29Regulatory and Statutory Disclosures” on pages 67 and 260 respectively.
The Equity Shares being Issued by each of the Promoter s have been held for a period of at least one year immediately
preceding the date of this Prospectus and are eligible for being Issued for sale pursuant to the Issue
D. DETAILS OF THE ISSUE
This Issue Document comprises of Fresh Issue of up to 46,50,000 Equity Shares by our Company aggregating to ₹
2,650.50 Lakhs*
* Subject to finalization of the Basis of Allotment
The amount to be financed and deployed from Net Fresh Issue Proceeds are proposed to be used in the manner set out in
the following table:
(₹ in lakhs)
Sr. Total Estimated
Particulars
No. Expenditure
1. Funding of Working Capital requirements 1,510.79
Funding Capital expenditure requirements for purchasing of machinery
2. 161.27
equipment and vehicles
Pre-payment/re-payment of, in part or full, certain outstanding borrowings of our
3. 300.00
Company
4. General Corporate Purposes* 360.38
Total 2,332.44
*To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
*General Corporate Purpose shall not exceed 15% of the Gross Issue Proceeds or 1,000 Lakhs whichever is lower in accordance
with Regulation 230(2) of the SEBI ICDR Regulation, 2018 read along with SEBI ICDR Regulation (Amendment) Regulations, 2025
For further details, refer chapter titled “Objects of the Issue”, beginning on page 101.
F. UTILIZATION OF NET ISSUE PROCEEDS
The amount to be financed and deployed from Net Fresh Issue Proceeds are proposed to be used in the manner set out in
the following table:
(₹ in lakhs)
Sr. Total Estimated
Particulars
No. Expenditure
1. Funding of Working Capital requirements 1,510.79
Funding Capital expenditure requirements for purchasing machinery, equipment
2. 161.27
and vehicles
Pre-payment/re-payment of, in part or full, certain outstanding borrowings of
3. 300.00
our Company
4. General Corporate Purposes* 360.38
Total 2,332.44
*To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
*General Corporate Purpose shall not exceed 15% of the Gross Issue Proceeds or 1,000 Lakhs whichever is lower in accordance
with Regulation 230(2) of the SEBI ICDR Regulation, 2018.
For further details, refer chapter titled “Objects of the Issue”, beginning on page 101.
G. PRE-ISSUE SHAREHOLDING OF OUR PROMOTERS AND PROMOTER GROUP AND AS A
PERCENTAGE OF THE PAID-UP SHARE CAPITAL OF THE COMPANY
Sr. Pre-Issue
Particulars
No. No. of Shares % Holding
A) Promoters
1 Mr. Vinod Gupta 59,15,000 48.40 %
2 Mrs. Arnima Gupta 59,15,000 48.40%
Total (A) 1,18,30,000 96.80 %
B) Promoter Group
1 N.A Nil Nil
Total (B) Nil Nil
30Sr. Pre-Issue
Particulars
No. No. of Shares % Holding
Total (A+B) 1,18,30,000 96.80%
*Also, Aggregate pre-Issue and post-Issue shareholding of our Promoters (including Promoters), Promoter Group (other than our
Promoter(s)) and additional top 10 Shareholders as a percentage of our paid-up Equity Share capital.
H. FOR THE PROMOTER(S), PROMOTER GROUP AND ADDITIONAL TOP 10 SHAREHOLDERS, THE
PRE-ISSUE AND POST-ISSUE SHAREHOLDING AS AT ALLOTMENT, IN THE FOLLOWING
FORMAT IN THE PROSPECTUS SHAREHOLDING OF PROMOTER / PROMOTER GROUP AND
ADDITIONAL TOP 10 SHAREHOLDERS OF THE COMPANY AS AT ALLOTMENT:
Sr. Pree-Issue shareholding as at the date of Post-Issue shareholding as at Allotment (3)
No. Advertisement
Number of Share- At the lower end of the price At the upper end of the price
Equity holding band band
Shareholders Shares (in Number of Share Number of Share
(2) %) (2) Equity Shares holding (in Equity Shares holding (in
(2) %) (2) (2) %) (2)
A. Promoter
1. Mr. Vinod Gupta 59,15,000 48.40 59,15,000 35.06 59,15,000 35.06
2. Mrs. Arnima Gupta 59,15,000 48.40 59,15,000 35.06 59,15,000 35.06
B. Promoter Group (1)
1. NA NA NA NA NA NA NA
(1) There are no Promoter Group shareholders as on the date of Prospectus.
(2) Includes all options that have been exercised until date of prospectus and any transfers of equity shares by existing shareholders
after the date of the pre-issue and price band advertisement until date of prospectus.
(3) Based on the Issue Price of ₹ 57.00
I. SUMMARY OF RESTATED FINANCIAL INFORMATION
(₹ in Lakhs, unless specified)
For the period ended on For Financial Year ended on
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Share Capital 1,222.00 1,222.00 1,222.00 1.00
Reserves and surplus 911.62 621.17 223.82 348.06
Net Worth 2133.62 1843.17 1445.82 349.06
Total Income 1969.3 3,656.04 3,310.10 2,897.08
Profit after Tax 290.45 397.35 261.76 225.66
Total Borrowings 601.09 468.56 180.06 85.43
Other Financial
Information
Basic & Diluted EPS (Post 2.38 3.25 3.67 4.16
Bonus) (₹)
Return on Net worth (%) 13.61% 21.56% 18.10% 64.65%
Net Asset Value Per Share 17.46 15.08 11.83 6.43
(Post Bonus) (₹)
Based on Restated Financial Statements for the financial Period ended on September 30, 2025 and year ended on March 31, 2025,
2024 and 2023.
The table below sets out some of our financial and other metrics as at and for the financial Period ended on September 30,
2025 and financial years ended March 31, 2025, March 31, 2024, and March 31, 2023, based on our “Restated Financial
Information”, beginning on page 217.
31Key Financial Performance Indicators of Our Company*
(₹ in Lakhs, unless specified)
For the period ended on For Financial Year Ended On
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Revenue from operations 1,967.85 3,565.54 3,293.29 2,884.64
(1)
EBITDA (2) 429.69 496.86 367.29 311.81
EBITDA Margin % (3) 21.84% 13.94% 11.15% 10.81%
PAT 290.45 397.35 261.76 225.66
PAT Margin % (4) 14.76% 11.14% 7.95% 7.82%
Networth (5) 2,133.62 1,843.17 1,445.82 349.06
RoE % (6) 13.61% 21.56% 18.10% 64.65%
RoCE% (7) 15.45% 24.47% 22.26% 70.20%
*As certified by M/s. PDMS &CO., Chartered Accountants, pursuant to their certificate dated December 30, 2025.
Notes:
(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements
(2) EBITDA is calculated as Profit before tax + Depreciation + Finance Cost - Other Income
(3) EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations
(4) PAT Margin’ is calculated as PAT for the period/year divided by revenue from operations.
(5) Net worth as defined under Regulation 2(1)(hh)of the SEBI ICDR Regulations means the aggregate value of the paid-up share
capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account,
after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off
as per the Restated Financial Information, but does not include reserves created out of revaluation of assets, write- back of
depreciation and amalgamation.
(6) Return on Equity is ratio of Profit after Tax divided by Shareholder Equity
(7) Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as shareholders’ equity plus total
borrowings.
Operational KPI
Financial Year Financial Year Financial Year
For the Period ended
Particulars ended March 31, ended March 31, ended March
September, 2025
2025 2024 31, 2023
Average revenue Per
1.56 2.94 3.46 3.21
employee (in lakhs)
Average employee benefit
expenses per employee (in 1.12 2.28 2.79 2.71
lakhs)
Average gross profit Per
0.44 0.66 0.68 0.50
Employee (in lakhs)
No of Customers Served 83.00 93 96 78
Average Revenue Per
23.71 38.34 34.31 36.98
Customer (Rs. In lakh)
Average Expenses Per
17.06 29.74 27.60 31.26
Customer (Rs. In lakh)
Average gross Profit per
6.65 8.60 6.71 5.72
Customer (Rs. In lakh)
* As certified by M/s. PDMS & Co., Chartered Accountants, pursuant to their certificate dated December 30, 2025 .
Notes:
a) Average revenue per Employee is revenue from operations/average no of employee directly attributable to
generating revenue during the year
b) Average Employee Benefit Expenses per employee is Total Employee expenses divided by average no of
employee directly attributable to generating revenue during the year
c) Gross Profit per employee equal to Revenue per employee-Expenses per employee
d) Revenue per customer equal to Revenue from operations/no of customer served during the year
e) Expenses per customer equal to Total Employee expenses/no of customer served during the year
f) Gross Profit per Customer equal to Revenue per Customer minus Expenses per Customer
32J. QUALIFICATION OF THE AUDITORS
There are no qualifications by the Statutory Auditors which have not been given effect to in the Restated Financial
Information.
K. SUMMARY OF OUTSTANDING LITIGATION ARE AS FOLLOWS
A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Directors and Promoters, as of
the date of this Prospectus, as also disclosed in “Outstanding Litigation and Material Developments” on page 241, in
terms of the SEBI ICDR Regulations and the materiality policy adopted by our Board and updated pursuant to a
resolution dated August 28, 2025, is provided below:
(Amount in Rs.)
Nature of Cases Number of Cases Total Amount Involved
Proceedings against our Company
Civil Proceedings 1 Not Quantifiable
Criminal Proceedings NIL NIL
Tax Proceedings* 7 ₹ 7,60,14,200
Action by regulatory authorities 2 Not Quantifiable
Proceedings by our Company
Civil Proceedings 11 ₹ 3,93,25,354
Criminal Proceedings 1 ₹ 77,720
Tax Proceedings Nil Nil
Action by regulatory authorities Nil Nil
Proceedings against our Promoters, Directors & Key Managerial Personnel
Civil Proceedings Nil Nil
Criminal Proceedings Nil Nil
Tax Proceedings 1 ₹ 3,69,096
Action by regulatory authorities Nil Nil
Proceedings by our Promoters, Directors & Key Managerial Personnel
Civil Proceedings Nil Nil
Criminal Proceedings Nil Nil
Tax Proceedings Nil Nil
Action by regulatory authorities Nil Nil
Proceedings against our Group Companies
Civil Proceedings Nil Nil
Criminal Proceedings Nil Nil
Tax Proceedings Nil Nil
Action by regulatory authorities Nil Nil
Proceedings by our Group Companies
Civil Proceedings Nil Nil
Criminal Proceedings 1 ₹ 10,00,000
Tax Proceedings Nil Nil
Action by regulatory authorities Nil Nil
* The amount may be subject to additional interest/other charges being levied by the concerned authorities which are unascertainable
as on date of this Prospectus
* Total amount involved in tax proceedings is ₹7.60 crores including show cause notices received
* Total amount involved in civil proceedings by the company is ₹3.93 crores
* Certain amounts are not quantifiable as the relief sought is non-monetary
* Tax proceedings include show cause notices issued to the Company by the relevant authorities, where the adjudication
process is ongoing and final orders are yet to be passed by the Department
For further details, see “Outstanding Litigation and Material Developments” on page 241.
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33L. RISK FACTORS
Investors should read chapter titled “Risk Factors” beginning on page 38 of this Prospectus before taking an investment
decision in the Issue. Details of our top 10 risk factors are set forth below:
1. Our top 10 customers contribute over 70% of our revenues, making us significantly dependent on them. Loss of
any major customer or reduction in business could materially impact our revenues and profitability.
2. The Company has experienced certain non-compliances in the past under the Companies Act
3. Our Promoter’s and one of our 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 our Company.
4. 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.
5. We have certain contingent liabilities, which represent approximately 48.95% of our net worth, as disclosed in the
Restated Financial Information. If these contingent liabilities were to materialize, they may have an adverse impact
on our business, results of operations, financial condition, and cash flows.
6. Significant dependence on tender-based client procurement can potential impact on financial performance of our
Company.
7. Our ability to service contracts with public sector undertakings or governmental customers may be affected by
political and administrative decisions.
8. Our revenues and profitability vary across our business verticals, thereby making our future financial results less
predictable.
9. We may be unable to perform background verification procedures on our Associate Employees prior to placing
them with our clients.
10. 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.
M. SUMMARY OF CONTINGENT LIABILITIES
The following is a summary table of our company’s contingent liabilities as on September 30, 2025:
A. Quantifiable:
(₹ in Lakhs)
Sr. No. Particulars Total Amount
A Direct Tax
(i) Income Tax -
(ii) TDS 5.12
B Indirect Tax
(i) Service Tax 329.75
(ii) GST 425.29
C Corporate Guarantee
(i) Bank Guarantees Issued 164.09
TOTAL 924.25
For further information, please see “Restated Financial Statements” beginning on page 217.
B. Non-Quantifiable:
For further details, see “Outstanding Litigation and Material Developments” on page 241.
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34N. SUMMARY OF RELATED PARTY TRANSACTIONS
Our Company has entered into certain transactions with our related parties including our Promoters, Promoter Group,
Directors and their relatives as mentioned below:
(₹ in Lakhs)
For the
For the year For the year For the year
Nature of the Period ended
ended March ended March ended March
Transaction Name of Re lated Party September
31, 2025 31, 2024 31, 2023
30, 2025
Loan Borrowed - - - -
Shashi Gupta
Loan Repaid - - - (0.30)
Loan Borrowed - - - 33.50
Arnima Gupta
Loan Repaid - - - (55.86)
Loan Borrowed Bhavesh Gupta - - - 1.50
Advance paid
for services to 13.97 10.00 143.22 -
be rendered
Anima Gupta
Utilized or
refunded - (1.00) (58.42) -
advances
Advance paid
for services to 36.59 144.93 217.59 149.60
be rendered
Vinod Gupta
Utilized or
refunded (1.95) (51.47) (108.58) (152.12)
advances
Advance paid
for services to - 20 -
be rendered
Mayur Gupta
Utilized or
refunded - (15) -
advances
Advances
utilized or
Ravinder Gupta - (1.20) -
refunded
advances
Advance paid
for services to 0.03 0.68 3.22
be rendered Viarn Infrastructure Pvt
Utilized or Ltd
refunded - - (0.64)
advances
Advance paid
for services to 16.40 47.94 24.91 -
be rendered
Armour Security India
Utilized or
refunded - - - -
advances
Advance paid
for services to - 1.15 3.55 20.47
be rendered Vinod Gupta & Sons
Utilized or (HUF)
refunded - - - (1.00)
advances
Rent
Arnima Gupta 9 18.00 18.00 18.00
paid/accrued
Salary/
Arnima Gupta 21.00 4.88 13.50 18.00
Remuneration
35Salary/
Vinod Gupta - 32.12 18.00 18.00
Remuneration
Salary/
Brij Bhushan Gupta 2.40 0.60 0.30 -
Remuneration
Salary/
Subodh Jindal 3.00 6.00 6.00 6.00
Remuneration
Salary/
Anshu Singh 0.90 1.80 0.30 -
Remuneration
Salary/
Shakshi Mishra 0.90 0.75 - -
Remuneration
For details of the Related Party Transactions as reported in the Restated Financials, please refer “ Restated Financial
Statements – Related Party Transactions” on page 217.
J. FINANCING ARRANGEMENTS
There are no financing arrangements whereby our Promoters, members of Promoter Group, the Director of our Company
and their relatives have financed the purchase by any other person of securities of our Company other than in the normal
course of the business of the financing entity during the period of 6 (six) months immediately preceding the date of filing
of this Prospectus.
P. WEIGHTED AVERAGE PRICE OF THE EQUITY SHARES ACQUIRED/SOLD BY OUR PROMOTERS
AND IN THE LAST ONE YEAR PRECEDING THE DATE OF THIS PROSPECTUS
During the last one year preceding the date of this Prospectus, our Promoters have not acquired any equity shares.
Q. AVERAGE COST OF ACQUISITION BY PROMOTER
The average cost of acquisition per Equity Share to our Promoters as at the date of this Prospectus is:
Name of the Promoters Average Cost of Acquisition (₹) *
Mr. Vinod Gupta 5.42
Mrs. Arnima Gupta 5.41
As certified by M/s.PDMS & CO., Chartered Accountants, pursuant to their certificate dated December 30, 2025.
*The average cost of acquisition of Equity Shares by our Promoters have been calculated by considering the amount paid by them to
acquire and Shares allotted to them as reduced by amount received on sale of shares i.e., net of sale consideration is divided by net
quantity of shares acquired.
R. DETAILS OF PRICE AT WHICH SPECIFIED SECURITIES WERE ACQUIRED IN THE LAST THREE
YEARS PRECEDING THE DATE OF THIS PROSPECTUS BY OUR PROMOTER (INCLUDING),
PROMOTER GROUP, AND THE SHAREHOLDER WITH SPECIAL RIGHTS
There are no specified securities that were acquired in the last three years preceding the date of this Prospectus, by our
Promoters (including Promoter s), members of the Promoter Group and Shareholders with special rights in our company.
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36S. WEIGHTED AVERAGE COST OF ACQUISITION OF SHARES TRANSACTED BY OUR PROMOTERS
IN THE THREE YEARS, 18 MONTHS AND ONE YEAR PRECEDING THE DATE OF THIS
PROSPECTUS
Weighted average Floor Price is ‘X’ Range of acquisition
Cap Price is ‘X’ times
cost of acquisition times the price: per Equity
Period the Weighted average
per Equity Weighted average Shares: lowest price-
cost of acquisition
Shares (in ₹) cost of acquisition highest price (in ₹)#
Last one year
preceding the date of - NA* NA* NA*
this Prospectus
Last 18 months
preceding the date of
- NA* NA* NA*
this Red
Herring Prospectus
Last three years
preceding the date of
5.41* 10.17* 10.54* 0.00**-10.00
this
Prospectus
*To be updated upon finalisation of the Price Band
Note: During the last 18 (eighteen) months preceding the date of this Prospectus, there have been no transactions in the Equity Shares of
our Company by our Promoters.
**Bonus Share are considered as nil value
# As certified by M/s. PDMS & Co., Chartered Accountants, pursuant to their certificate dated December 30, 2025.
T. PRE-IPO PLACEMENT DETAILS
Our Company has not proposed any Pre-IPO Placement in this Issue.
U. ISSUE OF EQUITY SHARES FOR CONSIDERATION OTHER THAN CASH IN THE LAST ONE YEAR
Our company has not issued any equity share for consideration other than cash in last one year.
V. SPLIT / CONSOLIDATION OF EQUITY SHARES IN THE LAST ONE YEAR
Our Company has not undertaken a split or consolidation of the Equity Shares in the one year preceding the date of this
Prospectus.
W. EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY,
GRANTED BY SEBI
Our Company has not applied or received any exemption from complying with any provisions of Securities Law by SEBI.
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37SECTION III: RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in this
Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares.
In making an investment decision, prospective investors must rely on their own examination of our Company and the
terms of this Issue including the merits and risks involved. Any potential investor in, and subscriber of, the Equity Shares
should also pay particular attention to the fact that we are governed in India by a legal and regulatory environment in
which some material respects may be different from that which prevails in other countries. The risks and uncertainties
described in this section are not the only risks and uncertainties we currently face. Additional risks and uncertainties
not known to us or that we currently deem immaterial may also have an adverse effect on our business. If any of the
following risks, or other risks that are not currently known or are now deemed immaterial, occur, our business, results
of operations, and financial condition could suffer, the price of our Equity Shares could decline, and you may lose all
or part of your investment.
Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the
financial or other implications of any of the risks mentioned herein. Unless otherwise stated, the financial information
of our Company used in this section is derived from our Restated Financial Statements for the financial years ended
March 31, 2025, 2024 and 2023 prepared in accordance with Indian GAAP and the Companies Act, restated in
accordance with the SEBI ICDR Regulations, 2018 and the Revised Guidance Note on Reports in Company Prospectuses
(Revised 2019) Issued by the ICAI. To obtain a better understanding, you should read this section in conjunction with
the chapters titled “Our Business” beginning on page 162 “Our Industry” beginning on page 139 and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 220 respectively, of
this Prospectus as well as other financial information contained herein.
The following factors have been considered for determining the materiality of Risk Factors:
1. Some events may not be material individually but may be found material collectively.
2. Some events may have material impact qualitatively instead of quantitatively.
3. Some events may not be material at present but may have material impact in future.
The financial and other related implications of the risks concerned, wherever quantifiable, have been disclosed in the
risk factors mentioned below. However, there are risk factors where the impact may not be quantifiable and hence the
same has not been disclosed in such risk factors. Unless otherwise stated, the financial information of the Company used
in this section is derived from our financial statements under Indian GAAP, as restated in this Prospectus. For
capitalized terms used but not defined in this chapter, refer to the chapter titled “Definitions and Abbreviations”
beginning on page 1. The numbering of the risk factors has been done to facilitate ease of reading and reference and
does not in any manner indicate the importance of one risk factor over another.
The Risk factors have been determined on the basis of their materiality. The following factors have been considered for
determining the materiality.
1. Some risks may not be material individually but may be material when considered collectively.
2. Some risks may have material impact qualitatively instead of quantitatively.
3. Some risks may not be material at present but may have a material impact in the future.
(The rest of the space is intentionally left blank)
38Classification of Risk Factors:
Financial and Litigation
Related Risk
Internal Risk Factors Business Related Risk
Issue Related Risk
Risk
Industry Related Risk
External Risk Factors
Others
Note:
The risk factors as envisaged by the management along with the proposals to address the risk if any. Unless specified or
quantified in the relevant risk factors below, we are not in a position to quantify the financial implication of any of the
risks described in this section.
In this Prospectus, any discrepancies in any table between total and sums of the amount listed are due to rounding off.
Unless the context otherwise requires, in this section, references to “we”, “us” and “our” or “our Company” refers to
Armour Security (India) Ltd.
The risk factors are classified as Internal and External for clarity and better understanding.
INTERNAL RISK FACTORS
1. Our top 10 customers contribute over 70% of our revenues, making us significantly dependent on them. Loss of
any major customer or reduction in business could materially impact our revenues and profitability.
Our business is significantly dependent on a limited set of customers. For FY 2025, our top 10 customers contributed
76.48% of revenues, while in FY 2024 and FY 2023 they contributed 74.45% and 76.88%, respectively. This
concentration exposes us to the risk of reduced business in the event any of these customers terminate their contracts,
reduce orders, or face financial or operational challenges. Loss of even one or two key customers could have a
material adverse impact on our revenues and profitability. As many of these customers are institutional or government
entities, delays in tender awards, changes in procurement policies, or payment delays could further strain our cash
flows. Customer concentration also limits our bargaining power in pricing and contract negotiations. Moreover,
contracts are generally awarded through competitive bidding, making renewals uncertain. Any adverse developments
relating to our key customers may materially and adversely impact our business, financial condition, and results of
operations. Following are the details of the Top 10 Customers for the last 3 (three) Financial Years:
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39(₹ in lakhs, except for percentages)
For the Year Ended on
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Amount % Amount % Amount % Amount %
Top 5
1,178.16 59.87% 2,276.77 63.85% 1,952.29 59.28% 1,847.96 64.06%
Customers
Top 10
1,484.46 75.44% 2,726.99 76.48% 2,451.77 74.45% 2,217.85 76.88%
Customers
2. The Company has experienced certain non-compliances in the past under the Companies Act.
Sr. Nature of Non- Relevant Facts and Action Taken / Potential Impact /
No. Compliance Provision of the Background Current Status Risk
Companies Act,
2013 / Rules
1 Commencement Section 4(1)(c) The Company The shareholders The matter relates
of Facility and Section 450 commenced Facility approved a Special to a past technical
Management Management Services Resolution on non-alignment,
Services prior to on April 1, 2022, January 12, 2025 to which has since
amendment of when its amend the Object been rectified.
Object Clause Memorandum of Clause to include However, penalties
Association did not Integrated Facility may be levied
expressly include Management under Section 450,
such activities. This Services. The and any regulatory
resulted in a technical amendment was scrutiny may
non-compliance with approved by the impact the
the Object Clause. RoC, NCT of Delhi Company’s
& Haryana on reputation or result
February 17, 2025, in financial
and the Company penalties.
filed an application
for adjudication
under Section 454
vide e-Form GNL-1
(SRN: N26618546)
dated January 11,
2025. The
adjudication order is
awaited.
2 Non-filing of Section 167(1)(a), Mr. Vinod Gupta The Company filed The lapse was
Form DIR-12 for Section 172, and (DIN: 00530291), an application under procedural, and the
vacation of Rule 18 of the Promoter of the Section 454 before Company has
office of Mr. Companies Company, was the RoC, NCT of acknowledged it
Vinod Gupta (Appointment and disqualified under Delhi & Haryana, through
following Qualification of Section 164(2)(a) due vide e-Form GNL-1 adjudication
disqualification Directors) Rules, to non-filing of (SRN: N26828475) proceedings.
2014 returns by S.G. & dated January 14, Penalties may be
Sons Private Limited 2025, for levied under
(“SGSPL”), where he adjudication of the Section 172, and
served as Director. said lapse. The order any adverse order
Consequently, he is awaited. could impact the
vacated office in the Company’s
Company on compliance record.
September 15, 2017.
However, the
Company did not file
Form DIR-12 to
record his cessation as
Director.
3 Incorrect Section 92 and Due to the non-filing The Company has The incorrect
40reflection of Section 454 of DIR-12, the Annual filed an addendum to disclosure was
directorship in Returns for FY 2016– the adjudication inadvertent and
Annual Returns 17 to 2020–21 application (same non-substantive;
(Form MGT-7) continued to show Mr. SRN as above) and however, penalties
Vinod Gupta as a disclosed this as part may be imposed by
Director. of its compliance the RoC for
rectification process. continuing default
in statutory filings.
4 Signing of Section 164(2)(a) During the period of The Company has Signing during the
financial and Section disqualification, Mr. submitted an disqualification
statements 167(1)(a) Vinod Gupta signed addendum to the period constitutes a
during period of the financial same adjudication technical
disqualification statements for FY application filed irregularity. Any
2019–20. At that time, under Section 454 to adverse order by
the Company had include this lapse and the Registrar could
only one director, and has provided full result in monetary
on professional disclosure to the penalties or
advice, he signed the Registrar. observations on
statements to ensure corporate
statutory submission. governance.
3. Our Promoter’s and one of our 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 our Company.
Our Promoter, Mr. Vinod Gupta (DIN: 00530291), held the position of Director in S.G. and Sons Private Limited
(CIN: U51909DL1995PTC068290) (“SGSPL”), a company incorporated on May 8, 1995, with the object of
operating in the wholesale and retail textile trade. SGSPL was compulsorily struck off by the Registrar of Companies,
NCT of Delhi and Haryana with effect from June 7, 2017, under the provisions of Section 248(1) of the Companies
Act, 2013, vide Notice Ref. No. ROC-DEL/248(5)/STK-7/2870 dated June 30, 2017, for failure to carry on business
for a period of two years and for not applying for dormant status under Section 455 of the Act. Subsequently, SGSPL
obtained an order dated January 1, 2019, from the Hon’ble National Company Law Tribunal, New Delhi, restoring
its name to the Register of Companies as if it had not been struck off. The Registrar of Companies had also issued a
list of disqualified directors on September 15, 2017, under which Mr. Vinod Gupta was disqualified to act as a
director under Section 164(2)(a) of the Companies Act, 2013, for a period of five years (from November 1, 2016, to
October 31, 2021) due to non-filing of financial statements and annual returns for a continuous period of three
financial years in respect of SGSPL. Consequently, Mr. Gupta vacated his position as Executive Director of our
Company effective September 15, 2017, and resumed office on November 1, 2021, upon expiry of the
disqualification period. He continued as Executive Director until May 5, 2024, and was subsequently appointed as
Managing Director from May 6, 2024, to February 18, 2025, following which he resigned from the position.
Separately, Mr. Krishna Kumar Singh (DIN: 02854747), Non-Executive Independent Director of our Company, was
previously a director in Exschain Travel & Tour Private Limited (CIN: U63040DL2010PTC199210) (“ETTPL”), a
company incorporated on February 17, 2010.
(The rest of the space is intentionally left blank)
414. 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.
We have a large workforce deployed across India. Our ability to control the workplace environment in such
circumstances is limited. The risks associated with the deployment of our employees include possible claims relating
to:
• actions or inactions of our employees, including matters for which we may have to indemnify our customers.
• failure of our employees to adequately perform their duties including rendering deficient services, shortage in
shift, absenteeism or lateness.
• violation by employees of security, health and safety regulations.
• any failure by us to adequately verify privacy employee and personnel backgrounds and qualifications resulting
in deficient services.
• employee errors, malicious acts by existing or former employees
• damage to the customer’s facilities or property due to negligence of our employees; and
• criminal acts, torts or other negligent acts by our employees. These claims may give rise to litigation and claims
for damages, which could be time-consuming.
These claims may also result in negative publicity and adversely impact on our reputation and brand name. Further,
as per the terms of certain customer contracts, we indemnify our customers against losses or damage suffered by our
customers because of negligent acts of our employees. We may also be affected in our operations by the acts of third
parties, including subcontractors and service providers. Though there have not been any such instances in the last
three Fiscals years and the stub period, we cannot assure you that in future such instance may not arise.
5. We have certain contingent liabilities, which represent approximately 43.32% of our net worth, as disclosed in the
Restated Financial Information. If these contingent liabilities were to materialize, they may have an adverse
impact on our business, results of operations, financial condition, and cash flows.
As of September 30, 2025, contingent liabilities that have been disclosed in our Restated Financial Statements, are
as follows:
Sr. As on Period Year ended on September 30,
Particulars
No. 2025 (Amount in Lakhs)
(A) Bank guarantees issued 164.09
(B) Demand notice for service tax 329.75
(C) Demand against TDS 5.12
(D) GST Litigations (SCN & Demand) Pending 425.27
Particulars Amount in lakhs
Contingent Liabilities 924.23
Net Worth 2,133.62
% of Net Worth 43.32%
If a significant portion of these liabilities materialize, it could have an adverse effect on our business, results of
operations, financial condition and cash flows.
For further details in relation to the contingent liability, see Annexure XIII under Chapter titled ‘Restated Financial
Information’ on page 217 the Prospectus.
6. Significant dependence on tender-based client procurement can potential impact on financial performance of our
Company.
Our business model heavily relies on securing clients through tender processes. If we fail to win these tenders or
meet the necessary criteria, it could significantly impact on our financial performance and operational results. The
competitive nature of tender processes means that there is no guarantee of success, and any failure to secure key
tenders could lead to a loss of revenue and market share. Additionally, changes in tender requirements, delays in
tender announcements, or increased competition could further exacerbate these risks. As a result, our dependency on
tenders poses a substantial risk to our business continuity and growth prospects.
427. Our ability to service contracts with public sector undertakings or governmental customers may be affected by
political and administrative decisions.
Contracts with the Indian public sector undertakings and Government organizations contributes to our revenues from
operations. In addition, a component of our strategy to grow our security and facility management business is
increasing our presence with government enterprises leveraging on government outsourcing initiatives. The
performance of our services for public sector undertakings or governmental customers may be affected by political
and administrative decisions concerning levels of public spending and public opinion on outsourcing in general. In
certain cases, due to applicable regulations, certain terms of public sector contracts, such as pricing terms, contract
period, use of subcontractors and ability to transfer receivables under the contract, are less flexible than comparable
private sector contracts.
Further, payments from public sector customers may be, and have been, subject to delays, due to regulatory scrutiny
and procedural formalities. To the extent that payments under our contracts with governmental and public sector
customers are delayed, our cash flows may be impacted. Additionally, any decisions to decrease public spending in
India as a result of an economic downturn, or otherwise, may result in the termination or downscaling of public sector
contracts, which could have a material adverse effect on our business, results of operations or financial condition.
8. Our revenues and profitability vary across our business verticals, thereby making our future financial results less
predictable.
Our revenues and profitability vary across our business verticals. Our results of operations may fluctuate in the future
depending on a number of factors, including but not limited to:
• award of new contracts and contract renewals, and the selection process and timing for performing
• these contracts that are subject to contingencies beyond our control.
• the size, complexity, timing of revenue recognition, pricing terms and profitability of significant contracts.
• changes in our pricing policies or those of our competitors.
• financial condition or business prospects of our clients.
• unanticipated variations in the duration, size and scope of our contracts.
• proportion of services revenue from our various business verticals within a reporting period; and
• unanticipated cancellations or contract terminations
As a result of these factors, the results of operations and cash flows may fluctuate from financial reporting period to
period.
9. We may be unable to perform background verification procedures on our Associate Employees prior to placing
them with our clients.
Our internal policies require us to perform background verification procedures on all our Employees (permanent as
well as contractual) prior to employing them. However, given the high volume of Employees (permanent as well as
contractual) that we may employ each month, and the quality of sufficiently reliable information being unavailable
in some cases, we may be unable to fully perform background verification procedures on each of our Employees
(permanent as well as contractual). Our inability to perform these procedures fully could result in insufficient vetting
of our Employees (permanent as well as contractual), which could in turn result in an adverse effect on our reputation,
results of operations and business prospects if such Employees engaged in illegal or fraudulent activities during the
course of their employment.
10. 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.
We are required to obtain and maintain a number of statutory and regulatory permits and approvals under central,
state and local government rules in India, generally for carrying out our business. In particular, we are required to
obtain PSARA Approvals for providing private security services in India.
A majority of these approvals are granted for a limited duration and require renewal. The approvals required by us
are subject to numerous conditions and we cannot assure you that these would not be suspended or revoked in the
event of non-compliance or alleged noncompliance with any terms or conditions thereof, or pursuant to any
43regulatory action. If there is any failure by us to comply with the applicable regulations or if the regulations governing
our business are amended, or if there is any adverse interpretation of applicable regulations by any judicial, regulatory
or administrative authority, we may incur increased costs, be subject to penalties, have our approvals and permits
revoked or suffer a disruption in our operations, any of which could adversely affect our business. If we fail to comply
with applicable statutory or regulatory requirements, there could be a delay in the submission or grant of approval
for carrying out our business. If we fail to obtain or renew such approvals, licenses, registrations and permissions, in
a timely manner or at all, our business, results of operations and financial condition may be adversely affected.
For further details of key regulations applicable to our business and our operations, see “Key Regulations and
Policies” on page 181 and for details relating to government approval and licenses, kindly refer to the chapter titled
“Government and Other Approvals” on page 252 of the Prospectus.
11. 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.
The advancement in the artificial intelligence and self-sustaining autonomous robots and other autonomous security
and facility management equipment’s may lead to decrease in the demand for our services. Our inability to
successfully adopt and implement such technological changes may increase our costs, which may adversely affect
our business, results of operations, financial condition and cash flows. Though there have not been any such instances
in the last three Fiscals years and the stub period, we cannot assure you that in future we shall be able to successfully
make timely and cost-effective adoption of technology.
12. Dependence on Limited Customers and Specific Geographies.
Our revenues are significantly concentrated across a limited number of customers and geographies, which exposes
us to business and financial risks. For instance, during the six-month period ended September 30, 2025 and Fiscal
2024–25, Delhi alone contributed approximately 39.71% and 43.60%, respectively, of our total revenues, followed
by Uttar Pradesh, which contributed approximately 23.91% and 22.44%, respectively. This demonstrates a significant
dependence on a limited number of geographic regions. Similarly, with respect to our customer profile, non-
government clients contributed approximately 46.43% and 46.51% of our total revenues during the six-month period
ended September 30, 2025 and Fiscal 2024–25, respectively, while government clients accounted for approximately
53.57% and 53.49%, respectively, indicating reliance on specific customer segments. For further details, please refer
to the section titled “Our Business”. Any adverse changes such as regulatory restrictions, economic downturns, local
disruptions, or loss of a key client in these concentrated markets could materially impact our revenues and
profitability. Moreover, dependence on a few customers also creates a risk of pricing pressure, renegotiation of terms,
or contract termination, which may adversely affect cash flows. While we are working to diversify across regions
and customer types, there can be no assurance that such efforts will succeed in reducing concentration risks.
Consequently, our reliance on a limited set of customers and geographies makes us vulnerable to fluctuations in
demand, local market risks, and client attrition, which may adversely impact our business, financial condition, and
prospects.
13. Our success also depends on our 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 our business, results of operations, financial condition and cash flows.
Our business depends on our ability to attract and retain qualified permanent and temporary personnel who possess
the skills and experience necessary to meet the requirements of our clients. Our business operations and financial
performance may be adversely affected if we are unable to find sufficient personnel for our businesses. In addition,
we must continually evaluate and upgrade our database of available qualified permanent and temporary personnel
through recruiting and training programs to keep pace with changing client needs and emerging technologies.
The cost of providing our services and the extent to which we utilize our permanent and temporary employees affects
our profitability. The rate at which we utilize our permanent and temporary employees is affected by a number of
factors, including our ability to transition employees from completed contracts to new assignments and to hire and
assimilate new employees in the jurisdictions where we operate; our ability to manage attrition; our need to devote
time and resources to training and our ability to manage our permanent and temporary employee workforce. As a
result, our profitability could suffer if we are not able to maintain adequate staffing for our contracts. Further, we are
subject to stringent labour laws, and any violation of these laws may lead regulators or other authorities to order a
suspension of certain or all of our operations. We may need to increase compensation and other benefits either to
attract and retain personnel or due to increased wage demands by our employees, or an increase in minimum wages
44and that may adversely affect our business, results of operations, financial condition and cash flows.
The following table sets forth the details regarding our employee benefits expense in the periods indicated:
(₹ in Lakhs)
Particulars September 30, 2025 FY 2024-25 FY 2023-24 FY 2022-23
Employee related expenses 1,415.81 2,765.86 2,649.57 2,438.62
Revenue from operations 1,967.85 3,565.54 3,293.29 2,884.64
Employee related expenses as a % of the
71.95% 77.57% 80.45% 84.54%
revenue from operations
For further details regarding our permanent and contractual employees, see head “Human Resource” under the Chapter
titled “Our Business” on page 162 of the Prospectus.
14. Client contracts are generally of a short duration and contain termination provisions. Certain of our client
contracts can be terminated by our clients with limited or no notice or penalty, which could have an adverse impact
on our business.
Our clients typically retain us on a non-exclusive basis and for a term usually ranging from six month to two years.
Many of our client contracts can be terminated with or without cause by providing notice and without termination-
related penalties. Additionally, most of our contracts with clients particularly in the general staffing and allied
services business are typically limited to discrete projects without any commitment to a specific volume of business
or future work. Under contracts with our clients for the general staffing and allied services business, our revenue is
conditional upon our identifying candidates to meet the specific staffing requirements of each of our clients, the
candidates we identify subsequently clearing the recruitment processes of our clients and in some instances, finding
a suitable replacement in case the candidates we place choose to no longer stay in the employment of our clients. If
any contractual conditions and obligations are not met, our clients may claim refunds and at times, interest, against
their payments to us, and under certain conditions terminate the contracts with us. While we have not had any material
past instances where such conditions and obligations are not met, our inability to meet any such conditions and
obligations in the future could adversely affect our revenue and cash flow. While we typically have carve-outs for
force majeure events, many events, such as our inability to anticipate and address the requirements of our clients, the
non-availability of suitable candidates for employment or inaccuracies in the resumes and profiles submitted to us
by potential candidates, could impact our ability to meet our obligations under the client contracts. While we have
not experienced termination or modification of contracts (prior to expiry of term of the contract) by any of our clients
during the six month period ended September 30, 2025 and financial years ended March 31, 2023, March 21, 2024
and March 31, 2025, we cannot assure you that such termination or modification of the contract for the provision of
the services may not occur in future.
15. 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.
Our business depends on our ability to attract and retain qualified personnel who possess the skills and experience
necessary to meet the requirements of our clients. Our business operations and financial performance may be
adversely affected if we are unable to find sufficient personnel for our businesses. In addition, we must continually
evaluate and upgrade our database of available qualified personnel through recruiting and training programs to keep
pace with changing client needs and emerging technologies.
The cost of providing our services and the extent to which we utilize our employees affects our profitability. The rate
at which we utilize our employees is affected by a number of factors, including our ability to transition employees
from completed contracts to new assignments and to hire and assimilate new employees in the jurisdictions where
we operate; our ability to manage attrition; our need to devote time and resources to training and our ability to manage
our employee workforce. As a result, our profitability could suffer if we are not able to maintain adequate staffing
for our contracts.
Further, we are subject to stringent labour laws, and any violation of these laws may lead regulators or other
authorities to order a suspension of certain or all of our operations. We may need to increase compensation and other
benefits either to attract and retain personnel or due to increased wage demands by our employees, or an increase in
minimum wages and that may adversely affect our business, results of operations, financial condition and cash
45flows.
The following table sets forth the details regarding our employee benefits expense in the periods indicated:
(₹ in Lakhs)
Particulars September 30, 2025 FY 2024-25 FY 2023-24 FY 2022-23
Employee related expenses 1,415.81 2,765.86 2,649.57 2,438.62
Revenue from operations 1,967.85 3,565.54 3,293.29 2,884.64
Employee related expenses
as a % of the revenue from 71.95% 77.57% 80.45% 84.54%
operations
For further details regarding our permanent and contractual employees, see head “Human Resource” under the
Chapter titled “Our Business” on page 162 of the Prospectus.
16. We operate in a competitive market and any increase in competition may adversely affect our business, results of
operations, financial condition and cash flows.
The industry we serve is highly competitive, characterized by a mix of small and medium companies. We face intense
competition in India from various domestic companies in India mainly from the unorganized sector. We expect
competition could increase with new entrants coming into the industry, who may have more flexibility in responding
to changing business and economic conditions, and existing players consolidating their positions. Further, expansion
of our brand in new markets will require the ability to compete more effectively. Competitors may, whether through
consolidation or growth, present more credible integrated or lower cost services than we do, which may have a
negative effect on our business. We cannot assure you that we can continue to compete effectively with our
competitors. Our failure to compete effectively, including any delay in responding to changes in the industry and
market, may affect the competitiveness of our services, which may affect our business, results of operations, financial
condition and cash flows.
17. Our 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, we
cannot assure that conflicts of interest will not arise in the future.
Armour Security India, a sole proprietorship concern of our Promoter, Mr. Vinod Gupta, was previously engaged in
the business of providing security and manpower services, which is similar to and overlaps with the business
operations of our Company. Armour Security India has been closed with effect from October 9, 2025, and is currently
not carrying on any business activities. However, we cannot assure that the said proprietorship concern will not
resume business or undertake similar activities in the future.
Given that Armour Security India and our Company operate in the same line of business, there exists a potential risk
of conflict of interest arising from our Promoter’s prior involvement in such proprietorship concern. We cannot assure
that our Promoter, in his individual capacity, will not, in the future, favour or prioritise the interests of Armour
Security India or any other competing business over the interests of our Company, including with respect to allocation
of resources, business opportunities or customers. Any such instance could adversely affect our business, financial
condition, results of operations and prospects.
Although our Promoter has executed a non-compete undertaking in favour of the Company, pursuant to which he
has undertaken not to carry on or engage in any business that competes with the business of the Company and has
further undertaken that no business opportunities in the nature of our Company’s business shall be diverted, we
cannot assure that such undertakings will be fully effective in eliminating all potential conflicts of interest. Any
perceived or actual conflict of interest involving our Promoter may have a material adverse effect on our business
and reputation.
4618. Our profit margins may not be sustainable and could decline due to various cost pressures.
Our Company has recorded an improvement in profit after tax (PAT) margins over the last three financial years and
stub period, increasing from 7.82% in Fiscal 2023 to 11.14% in Fiscal 2025 to 14.76% on September 30, 2025.
While this demonstrates operational improvements, it is important to note that such margins may not be sustainable
and could be adversely affected by future cost increases or other factors.
Our margins are subject to various cost elements, including employee expenses, compliance costs, finance charges,
and operational overheads. As a manpower-intensive business, a significant portion of our expenditure relates to
staff salaries, statutory benefits, and training costs. Any increase in wage levels, changes in labour laws, or
challenges in workforce retention could negatively affect profitability. Finance costs associated with our borrowings
also influence our overall cost structure. Any increase in interest rates, refinancing challenges, or deterioration in
our credit profile could raise finance costs and reduce margins. In addition, operational expenses such as technology
upgrades, insurance, statutory compliance, and administrative overheads are carefully monitored, but unforeseen
increases in these expenses could impact margins.
While we continue to pursue strategies to improve operational efficiency and maintain profitability, investors should
recognize that our relatively high profit margins may be subject to volatility, and there can be no assurance that such
levels of profitability will continue in the future
19. We may need to change our pricing models to compete successfully.
The intense competition we face in our businesses, and general economic and business conditions can put pressure
on us to reduce our prices. If our competitors offer deep discounts on certain services, we may need to lower prices
or offer other favorable terms in order to compete successfully. Any such changes may reduce margins and could
adversely affect our operating results.
Any broad-based change to our prices and pricing policies could cause our revenues to decline or be delayed as a
result of our clients adjusting to the new pricing policies. Some of our competitors may bundle services for
promotional purposes or as a long-term pricing strategy and provide best price guarantees. These practices could,
over time, significantly constrain the prices that we can charge for certain of our services. If we do not adapt our
pricing models to reflect changes in clients’ use of our services or changes in customer demand, our revenues could
decrease.
20. 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.
Our operations are manpower intensive and we are dependent on our contractual staff for a significant portion of our
operations. The success of our operations depends on the availability of and maintaining good relationships with our
workforce. Shortage of skilled personnel or disruptions caused by disagreements with employees could have an
adverse effect on our business, results of operations, financial condition and cash flows.
Additionally we are subject to labour legislations that protect the interests of workers, including legislations that set
forth detailed procedures for the establishment of unions, dispute resolution and employee removal and impose
certain financial obligations on employers upon retrenchment of employees. Our employees are not currently
unionized but there is no assurance that our employees will not unionize in the future. In the event our employee
relationships deteriorate, or we experience significant labor unrest, strikes, lockouts and other labor action, work
stoppages could occur and there could be an adverse impact on our delivery of services to customers. Our business
and profitability may also be affected if any union contracts or collective bargaining agreements we may have to
enter restrict our ability to use employees across different service types. There can be no assurance that the corporate
policies we have in place to help reduce our exposure to these risks will be effective or that we will not experience
losses because of these risks. Any losses that we incur in this regard could have an adverse effect on our reputation,
business, results of operations and financial condition. Although we have not experienced any labour unrest in the
last three Fiscals years and the stub period we cannot assure you that we will not experience disruptions in work or
our operations in future.
4721. 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:
Our Company has in the past inadvertently delayed in making the prescribed GST return and the TDS return filings.
Further, the Company has also delayed in making the requisite payment for its share in the contribution towards the
Provident Fund and Employee State Insurance Corporation. The details of the said delays have been provided
hereunder in the following table:
PROVIDENT FUND
Financial Year/Period Ended No of times payment to be made No of time delay has been noted
FY 2021-22 12 12
FY 2022-23 12 12
FY 2023-24 12 7
FY 2024-25 12 10
September 30, 2025 6 6
EMPLOYEE STATE INSURANCE CORPORATION
No of times payment to be No of time delay has been
States Financial Year/Period Ended
made noted
Delhi FY2021-22 12 12
Delhi FY2022-23 12 10
Delhi FY2023-24 12 7
Delhi FY2024-25 12 10
Delhi September 30, 2025 6 6
Himachal Pradesh FY2021-22 12 12
Himachal Pradesh FY2022-23 2 2
Himachal Pradesh FY2023-24 5 5
Himachal Pradesh FY2024-25 12 10
Himachal Pradesh September 30, 2025 6 6
Haryana FY2021-22 12 12
Haryana FY2022-23 12 10
Haryana FY2023-24 12 9
Haryana FY2024-25 12 11
Haryana September 30, 2025 6 6
Maharashtra FY2021-22 12 12
Maharashtra FY2022-23 12 10
Maharashtra FY2023-24 12 8
Maharashtra FY2024-25 12 11
Maharashtra September 30, 2025 6 6
Punjab FY2021-22 12 11
Punjab FY2022-23 4 2
Punjab FY2023-24 12 8
Punjab FY2024-25 11 9
Punjab September 30, 2025 6 6
48No of times payment to be No of time delay has been
States Financial Year/Period Ended
made noted
Uttar Pradesh FY2021-22 12 12
Uttar Pradesh FY2022-23 12 10
Uttar Pradesh FY2023-24 12 9
Uttar Pradesh FY2024-25 12 10
Uttar Pradesh September 30, 2025 6 6
GOODS AND SERVICES TAX
Financial Year/Period No of time delay in
States No of times GSTR-3B to be filed
Ended Filling of GSTR-3B
Delhi FY2021-22 12 10
Delhi FY2022-23 12 10
Delhi FY2023-24 2 1
Delhi FY2024-25 8 4
Delhi September 30, 2025 6 5
Haryana FY2021-22 Registration obtained in the FY 2022-2023
Haryana FY2022-23 4 0
Haryana FY2023-24 10 8
Haryana FY2024-25 12 7
Haryana September 30, 2025 6 5
Punjab FY2021-22
Registration obtained in the FY 2023-2024
Punjab FY2022-23
Punjab FY2023-24 6 2
Punjab FY2024-25 12 8
Punjab September 30, 2025 6 5
Uttar Pradesh FY2021-22
Uttar Pradesh FY2022-23 Registration obtained in the FY 2024-2025
Uttar Pradesh FY2023-24
Uttar Pradesh FY2024-25 11 7
Uttar Pradesh September 30, 2025 6 5
TDS
Financial Year Type of Form Due date for furnishing Actual Date of furnishing
2024 24Q 31-Jul-24 05-Aug-24
2024 26Q 31-Jul-24 05-Aug-24
2024 24Q 31-Jul-23 28-Aug-23
2022 24Q 31-May-22 29-Sep-22
2022 26Q 31-May-22 29-Sep-22
The delays in filing GST and ESIC returns in the past were primarily attributable to funding constraints arising from the
timing difference between customer collections and the due dates for statutory payments. While payments from
customers are typically realized within 90–100 days from the date of service delivery or invoice issuance, statutory
payments such as GST and ESIC are generally due within 30 days (i.e., in the following month). This timing mismatch
occasionally resulted in delays in ensuring timely statutory compliance.
While we have paid the requisite late fees, at the time of the delayed filing of GST and TDS returns, and delayed interest
at the time of delayed payments towards the contribution of the provident fund and employee state insurance corporation,
49we cannot assure you that such delays may not occur in the future, which may adversely impact Company’s reputation
and financial position.
Further, while there have been no regulatory proceedings or actions initiated against us in relation to the said non-
compliance, we cannot assure you that the regulatory proceedings or actions will not be initiated against us in the future,
or that we will not be subject to any penalty imposed by the competent regulatory authority in this respect.
22. 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.
During the Financial Year 2020-2021, one of the existing directors, Mr. Mayur Gupta (DIN: 07262136), resigned
from the Board of Directors of our Company w.e.f., September 19, 2020. As on September 19, 2020 the Company
had only one other Director, i.e., Arnima Gupta (DIN: 02212966) and our Company and/or its Promoters did not
proceed to appointment any other Director on the Board of the Company. Mr. Vinod Gupta (DIN: 00530291) resumed
office as a director only after the period of his disqualification ended i.e. November 01, 2021. This lead to 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.
Due to non-compliance with the provisions of Section 149(1)(a) of the Companies Act, 2013, the company and every
officer of the company who is in default shall liable to a penalty of Rupees Ten Thousand, and in case of continuing
contravention, with a further penalty of Rupees One Thousand for each day after the first during which the
contravention continues, subject to a maximum of Rupees Two Lakhs in case of a Company and Rupees Fifty
Thousand in case of an officer who is in default.
Our Company has made an application with the Registrar of Companies, NCT of Delhi & Haryana under Section
454 of the Companies Act, 2013 for adjudication and have Filed E-Form GNL-1 vide SRN: N26828475 dated
January 14, 2025. Currently, our Company is awaiting the order of the said adjudication application.
As we continue to grow, there can be no assurance that there will be no other instances of such inadvertent non-
compliances with statutory requirements, which may subject our Company to regulatory action, including monetary
penalties, which may adversely affect our business, reputation, operations, prospects or financial results.
(The rest of the page is intentionally left blank)
5023. 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.
Our Company has following borrowing payable on demand:
Nature Outstandi
Terms of Sanction
Particula of Rate of Commencement d ng Amount
Purpose Repayme
rs Securiti Interest ate as on 30-
nt Amount
es 09-25
Mortgag
e by
deposit
of title
deeds
pertainin
g to
residenti
al
property
bearing
plot no-c
Secured:
– 589, Recallable
Deutsche 30.08.2023 and
2nd floor, Cash on demand
bank MBOR+2 revised amendment 495 336.82
defence Credit/Overdr without
Cash .5 % p.a letter dated lakhs lakhs
colony, aft notice or
Credit / 28.07.2025
new reason.
BG
delhi –
110024
held in
the name
of
Arnima
Gupta.
FD
@10%
cash
margin
for BG
The same is availed for the purpose of meeting the working capital requirements of our Company. We have borrowing
facilities that are callable/recallable on demand. If such funds are demanded and we are unable to refinance or arrange
alternative funding, our working capital and operations could be adversely affected. If the said funds are demanded
for repayment at any period and our Company is not in a position to arrange for the interim funds for meeting its
working capital, such working capital funding may be temporarily impacted, which may have an adverse effect on
our business, results of operations, financial condition.
For details with respect to the borrowings re-payable on demand, see the head “Restated statement of Long-Term
Borrowings” under the Chapter titled “Restated Financial Statements” on page 217 of this Prospectus.
24. Our 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.
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 the details of the same are provided
51hereinunder:
Purpose for
Date of Sanctioned Reasons for non-
Sr. Name of the Nature of Secured Property which disbursed
Sanction amount (in filing of e-Form
No. Lender Borrowing Against Owned by loan amount
Letter ₹ Lakh) CHG-1
was used
Beyond the time
Vehicle 23.05.202
1 ICICI Bank Vehicle Company 5.30 Vehicle limit within Charge
Loan 2
Form can be filed.
Due to non-compliance with the provisions of Section 77 of the Companies Act, 2013, and in accordance with the
provisions of Section 86 of the Companies Act, 2013, the company may be liable to a penalty of Rupees Five Lakh
and every officer of the company who is in default shall be liable to a penalty of Rupees Fifty Thousand.
While no disputes or penalties have arisen or been imposed in connection with non-filing of Charge related Forms, as
on the date of filing of this Prospectus, we cannot assure you that no dispute or penalties shall arise or be imposed in
the future. As we continue to grow, there can be no assurance that there will be no other instances of such with statutory
requirements, which may subject us to regulatory action, including monetary penalties, which may adversely affect
our business, reputation, operations, prospects or financial results.
Nature of Cases Number of Cases Total Amount Involved
Proceedings against our Company
Civil Proceedings 1 Not Quantifiable
Criminal Proceedings NIL NIL
Tax Proceedings* 7 ₹ 7,60,14,200
Action by regulatory authorities 2 Not Quantifiable
Proceedings by our Company
Civil Proceedings ₹
11
3,93,25,354
Criminal Proceedings 1 ₹ 77,720
Tax Proceedings Nil Nil
Action by regulatory authorities Nil Nil
Proceedings against our Promoters, Directors & Key Managerial Personnel
Civil Proceedings Nil Nil
Criminal Proceedings Nil Nil
Tax Proceedings 1 ₹ 3,69,096
Action by regulatory authorities Nil Nil
Proceedings by our Promoters, Directors & Key Managerial Personnel
Civil Proceedings Nil Nil
Criminal Proceedings Nil Nil
Tax Proceedings Nil Nil
Action by regulatory authorities Nil Nil
Proceedings against our Group Companies
Civil Proceedings Nil Nil
Criminal Proceedings Nil Nil
Tax Proceedings Nil Nil
Action by regulatory authorities Nil Nil
Proceedings by our Group Companies
Civil Proceedings Nil Nil
Criminal Proceedings 1 ₹ 10,00,000
Tax Proceedings Nil Nil
Action by regulatory authorities Nil Nil
There can be no assurance that these litigations will be decided in favour of our Company, Directors, Promoters and
Group Companies. Consequently, it may divert the attention of our Directors, Promoters and Group Companies and
accordingly, Directors and Promoters of our Company may not be able to focus on the business of our Company. The
said proceedings may also require us to make provisions in our financial statements, which could increase our expenses
and liabilities. Further, in addition to that, there could be other litigations & claims filed against the Company,
Directors, Promoters and Group Companies which the Company may not be aware of as on the date of this
52Prospectus.
If such claims are determined against us, there could be a material adverse effect on our reputation, business, financial
condition and results of operations.
For the details of the litigations by and against our Company, Directors, Promoters and Group Company please refer
the chapter titled “Outstanding Litigation and Material Development” on page 241 of this Prospectus.
Sr. For the financial year ended on September 30, 2025
Particulars
No. Amount in Lakhs
1 Bank guarantees issued 164.09
2 Demand notice for service tax 329.75
3 Demand against TDS 5.12
4 GST Litigations (SCN & Demand) Pending 425.27
If a significant portion of these liabilities materialize, it could have an adverse effect on our business, results of
operations, financial condition and cash flows.
For further details in relation to the contingent liability, see Annexure XIII under Chapter titled ‘Restated Financial
Statement’ on page 217 of this Prospectus.
25. Our 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 our growth and business.
Our Company had negative cash flows from our operating activities, investing activities as well as financing activities
in the previous year(s) as per the Restated Financial Statements and the same are summarized as under:
(Amount in ₹ Lakhs)
For the year For the year
For the year ended For the year ended
Particulars ended on March ended March
on March 31, 2025 on March 31, 2024
31, 2025 31, 2023
Net Cash (used in)/ generated from 99.78
25.15 54.06 45.42
Operating activities
Net Cash (used in)/ generated from (224.52)
(401.49) (200.59) (54.94)
Investing activities
Net Cash (used in)/ generated from 98.13
253.80 277.55 11.95
Finance activities
Net Increase/(Decrease) in Cash and (26.61)
(122.54) 131.02 2.43
Cash Equivalents
Note: In FY24, our Company issued the right shares for consideration other than cash, for the procurement of
property, plant, and equipment worth ₹640 Lakhs. This transaction is not considered in the cash flow statement as
it does not involve cash flow. For further details regarding this transaction, please refer the chapter titled Capital
Structure on page 88 of this Prospectus.
Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet capital
expenditure, pay dividends, repay loans and make new investments without raising finance from external resources.
If we are not able to generate sufficient cash flows in future, it may adversely affect our business and financial
operations. There can be no assurance that our net cash flows will be positive in the future. Any negative cash flows
in the future could adversely affect our results of operations and financial condition, and we cannot assure you that
our net cash flows will be positive in the future. For further details, see “Summary of Financial Statements” and
“Management’s Discussion and Analysis of Results of Operations and Financial Condition Cash Flows” on
pages 69, and 220 respectively of this Prospectus.
26. The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency
Since the Issue size is less than ₹5,000 Lakhs, there is no mandatory requirement of appointing an Independent
Monitoring Agency for overseeing the deployment of utilization of funds raised through this Issue. The deployment
of these funds raised through this Issue, is hence, at the discretion of the management and the Board of Directors of
our Company and will not be subject to monitoring by any independent agency. Any inability on our part to
effectively utilize the Issue proceeds could adversely affect our finances.
53However, the deployment of the funds shall be subject to compliance of applicable laws and Audit Committee of the
Company shall hence monitor the utilization of the issue proceeds.
27. The Objects of the issue 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”.
The fund requirement and deployment, as mentioned in the chapter titled “Objects of the Issue” on page 101 of this
Prospectus is based on the estimates of our management and has not been appraised by any bank or financial
institution or any other independent agency. These fund requirements are based on our current business plan. We
cannot assure that the current business plan will be implemented in its entirety or at all. In view of the highly
competitive and dynamic nature of our business, we may have to revise our business plan from time to time and
consequently these fund requirements. The deployment of the funds as stated under chapter titled “Objects of the
Issue” is at the discretion of our Board of Directors and is not subject to monitoring by any external independent
agency.
Further, we cannot assure that the actual costs or schedule of implementation as stated under chapter titled “Objects
of the Issue” will not vary from the estimated costs or schedule of implementation. Any such variance may be on
account of one or more factors, some of which may be beyond our control. Occurrence of any such event may delay
our business plans and/or may have an adverse bearing on our expected revenues and earnings.
28. 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.
We intend to use a part of the Net Proceeds for Funding Capital expenditure for the procurement of requisite
machinery/equipment and vehicles (100% of the capital expenditure that is proposed to be funded is through Issue
proceeds). We are yet to place orders for the proposed capital expenditure. We have not entered into any definitive
contract for procurement of such machinery.
Additionally, in the event of any delay in placement of such orders, the proposed schedule of deployment of the Net
Proceeds may be extended or may vary accordingly. We cannot assure you that we will be able to undertake such
capital expenditure within the cost indicated by such quotations or that there will not be cost escalations. The cost
overrun or delay in the procurement of the said machineries may lead to us not being able to secure/obtain contracts
relating to our proposed business expansion, thus this may adversely affect our financial condition, results of
operations, cash flows, and prospects.
For further details, see chapter titled “Objects of the Issue” on page 101 of this Prospectus.
29. We have in the past entered into related party transactions and may continue to do so in the future.
We have entered into transactions with related parties in the past. These transactions include Loans borrowed and
repaid by the Company, payment of rent, payment of remuneration and advances paid to the directors/relative of
directors for services to be received by the Company etc.
For details with respect to the related party transactions, see the head “Restated Statement of Related Party
Disclosures” under the Chapter titled “Restated Financial Statements” on page 217.
All such transactions have been conducted on an arm’s length basis and in the ordinary course of business and as per
the Companies Act, 2013 and other applicable laws, there can be no assurance that we could not have achieved more
favourable terms. Furthermore, it is likely that we may enter into related party transactions in the future. There can
be no assurance that such transactions, individually or taken together, will not have an adverse effect on our business,
prospects, results of operations and financial condition, including because of potential conflicts of interest or
otherwise. In addition, our business and growth prospects may decline if we cannot benefit from our relationships
with them in the future.
30. Significant advances to promoters, directors and employees, aggregating 46.08% of our net worth, may not be
recoverable and could adversely affect our financial condition.
54As at September 30, 2025, our Other Non-Current Assets include advances to Directors and their relatives amounting
to ₹518.59 lakhs and loans to employees of ₹464.66 lakhs, together representing approximately 46.08% of our Net
Worth of ₹2,133.62 lakhs. The recoverability of such advances and loans is dependent on the financial capacity and
willingness of the respective parties to repay or adjust such amounts in accordance with agreed terms. In case these
amounts are not recovered in a timely manner, or if adequate security and enforceable agreements are not in place,
our financial position, liquidity and results of operations may be adversely affected. Further, the loans and advances
extended to employees are interest-free, in line with the policy of the Company, with repayment through salary
deductions or direct repayment at the option of the employee. Advances to related parties, however, may give rise to
perceptions of potential conflict of interest and could attract regulatory or governance-related scrutiny. Any such
adverse perception or scrutiny may have an impact on our reputation, compliance requirements, and investor
confidence. Accordingly, investors should carefully consider this risk when evaluating our Company.
31. 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.
Our Company during the Financial Year FY 2023-2024 has acquired the 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) vide
an Agreement to sale and purchase dated December 22, 2023. The said property was further registered with the Sub-
Registrar Office South-East defence colony, vide agreement to sell dated August 19, 2024. The said Property was
transfer in the favour of the company in 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. The valuation of the said property was arrived at
Rs 6,40,00,000/- vide a valuation report dated December 12, 2022, issued by Mr. Bhavin R. Patel (Reg. No.:
IBBI/RV/02/202214582).
Kindly refer the Sub-Head titled “Allotment of shares dated December 26, 2023” under the head titled “History of
Issued, Subscribed and Paid-Up Equity Share Capital of the Company” under the chapter titled “Capital Structure”
on page 88 of this Prospectus and Head titled “Properties” under the chapter titled “Our Business” on page 162 of
this Prospectus.
32. Our insurance coverage may not be adequate or we may incur uninsured losses or losses in excess of our
insurance coverage.
Our existing insurance coverage includes protection for Vehicles used by employees and senior personnel of the
Company for the business purpose. The examples of the assets no insured include other fixed assets, fixed deposits,
loans and advances, trade receivables, other current and non-current assets.
The following table sets forth the details of coverage of insurance policies in the periods indicated:
Sr. Company Validity Sum Insured Premium Paid
Type of Policy Policy No.
No. (Insured Name) Period (IDV) (₹)
Motor Insurance 08 May 2025
Armour Security 8204689832 ₹
1 (OD + Add-on – 07 May ₹7,625.00
India Pvt. Ltd 00 00 5,45,898.00
Covers) 2026
22 May 2025
Armour Security Motor Insurance 82046985341 ₹
2 – 21 May ₹9,230.00
India Pvt. Ltd (OD + TP) 00 00 4,40,167.00
2026
Notwithstanding the insurance coverage that we carry, we may not be fully insured against certain business risks.
We cannot assure that any claim under the insurance policies maintained by us will be honoured fully, in part, or on
time. To the extent that we suffer any loss or damage that is not covered by insurance or exceeds our insurance
coverage, our business, results of operations, financial condition and cash flows could be adversely affected.
For details with respect to the insurance, see the head “Insurance” under the Chapter titled “Our Business” on page
162 of this Prospectus.
33. Potential risk of non-compliance with the contract labour (regulation and abolition) act, 1970 and its
implications.
Our Company operates in the manpower management industry and engages contract labour as part of its business
55operations. Compliance with the Contract Labour (Regulation and Abolition) Act, 1970, depends on the nature
of contracts, customer agreements, and the scope of services provided. While we strive to comply with all
applicable legal and regulatory requirements, varying interpretations of compliance obligations, evolving
regulatory expectations, or procedural lapses may lead to instances where we are inadvertently deemed non-
compliant.
In certain cases, our Company may be required to obtain registrations as a principal employer or ensure that
contractors secure the necessary licenses, as mandated for establishments engaging contract laborers. Any perceived
non-compliance could result in penalties, fines, legal proceedings, or regulatory scrutiny, potentially impacting our
operations, financial performance, and reputation. Additionally, regulatory authorities may direct us to cease certain
operations or undertake corrective actions, which could further affect our business.
Our Company has taken steps to strengthen its compliance framework. However, there can be no assurance that these
measures will fully eliminate the risks or potential consequences of non-compliance.
34. 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.
We are exposed to certain risks associated with our armed guard services and the handling of firearms and
ammunition by our employees. In India, we employed personnel who are licensed to carry and operate firearms. We
are not permitted to procure or license firearms in India directly and instead recruit armed guards and security officers
who have procured licenses for the firearms they carry and are responsible for the purchase and maintenance of their
firearms and ammunition and renewals of their licenses. This restriction exposes us to significant business and
operational risk.
We may face liability or reputational damage in the event of misuse or contravention of laws or policies in handling
arms and ammunition by our employees, resulting in any person, including an employee of a customer, member of
the public or high-profile persons being injured or killed. Notwithstanding certain controls in our employment
policies, operating procedures and our training initiative, there can be no assurance that our employees or personnel
will not be involved in an incident which may have an adverse effect on our reputation and expose us to liabilities,
resulting in an adverse effect on our business and financial condition.
35. 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.
We provide all our services under the “Armour Security (India). Ltd” brand. Our ability to develop the brand and
client goodwill are dependent on public perception and recognition of our service quality, market penetration,
competition.
Any negative publicity or perception of client relating to, amongst others, the quality of our services, range of our
services portfolio and pricing strategy may adversely impact public perception of our brand. Any concerns regarding
quality of our services or misbranding, even when false or unfounded, could tarnish our brand. Although we believe
we have quality control processes in place, we cannot assure that our services will always comply with the standards
we set for our services. Though there have not been any such instances in the last three Fiscals years and the stub
period, we cannot assure you that in future such instance may not arise.
36. 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.
Certain operational risks are inherent in our businesses due to the nature of the industry in which we operate. We
render private security and facility management services, including security services, at customer premises in a
number of challenging environments such as educational institutions, corporate offices etc. Our employees deliver
security, surveillance, monitoring and crisis response services in these environments, which involve physical
inspection and interaction such as searching of personal possessions and frisking employees of our customers and
members of the public. Further, we provide pest and termite control solutions as well as cleaning and housekeeping
services which involve the handling of chemicals such as insecticides and cleaning solutions, which if handled
improperly may have an adverse impact on the health of our employees, customers and on the environment.
Consequently, our business is associated with numerous safety, privacy and public health concerns. We may be
56subject to substantial liabilities if we fail to satisfy applicable safety, privacy or health standards or cause harm to
individuals or entities in the course of rendering our services.
While we believe that we have in place adequate corporate, crisis response, training and management policies and
protocols, a failure to adequately address and manage risks inherent in our business, or a failure to meet the
operational requirements of our customers, or a failure to develop effective risk mitigation measures, or respond
adequately to a crisis situation, could have an adverse effect on our reputation, customer retention, earnings and
profitability and consequently, our business, results of operations and financial condition may also be adversely
impacted.
37. Business is subject to extensive government regulation, which may restrict the types of services we are permitted
to offer
Compliance with many of the regulations applicable to our operations may involve incurring significant costs and
otherwise may impose restrictions on our operations. We cannot assure you that we will not be subject to any adverse
regulatory action in the future. If the interpretation of the regulators and authorities varies from our interpretation,
we may be subject to penalties and the business of our Company could be adversely affected. We cannot assure you
that a regulatory agency or court of law would determine that we are fully compliant with such laws and regulations.
Any noncompliance, or untimely compliance, with applicable laws and regulations in the future could result in the
imposition of civil, regulatory and criminal penalties, cancellation of licenses and revocation of permits or
authorizations, among other sanctions. In particular, labour and employment laws in India are enacted both by the
Centre and the State. India thus has a very comprehensive set of legislations with reference to labour and employment.
These laws and regulations include the Contract Labour (Regulation and Abolition) Act, 1970, the Employees State
Insurance Act, 1948, the Payment of Wages Act, the Minimum Wages Act, the Payment of Bonus Act, the
Employees’ Provident Fund and Miscellaneous Provisions Act, the Payment of Gratuity Act, the Equal Remuneration
Act, the Employees Compensation Act, the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal)
Act, the Maternity Benefit Act, the Inter State Migrant Workmen (Regulation of Employment & Conditions of
Service) Act, the Industrial Disputes Act, Industrial Employment (Standing Orders) Act, the Child and Adolescent
Labour (Prohibition and Regulation) Act, the Apprentices Act, the relevant labour welfare fund legislations and the
shops and commercial establishments legislations, which vary from state to state in India and are subject to change.
These laws and regulations sometimes limit the size and growth of staffing services markets. Changes in laws or
government regulations may result in prohibition or restriction of certain types of employment services we are
permitted to offer, or the imposition of new or additional licensing or tax requirements that could reduce our revenue
and earnings. For example, if there are changes in laws or government regulations that would result in higher
corporate tax and/or tax deducted at source in India, our financial condition may be adversely affected. There can be
no assurance that we will be able to increase the fees charged to our clients in a timely manner and by a sufficient
amount to cover increased costs as a result of any changes in laws or government regulations. Any future changes in
laws or government regulations, including changes in tax laws, rates of taxation and interpretation of the regulators
and authorities which varies from our interpretation, may make it more onerous for us to provide staffing services
and could have an adverse effect on our business, financial condition and results of operations. India has stringent
labour legislation that protects the interests of workers, including legislation that sets forth detailed procedures for
the establishment of unions, dispute resolution and employee removal and legislation that imposes certain financial
obligations on employers upon retrenchment. We are also subject to state and local laws and regulations, governing
our relationships with our employees, including those relating to minimum wage, bonus, gratuity, overtime, working
conditions, recruitment and termination of employment and employee benefits. Although our employees are not
currently unionized, there can be no assurance that they will not unionize in the future. If our employees unionize, it
may become difficult for us to maintain flexible labour policies, and our business may be adversely affected. Further,
labour laws in India are complex and subject to change, and noncompliance with any requirements thereunder may
result in penalties, loss of business and damage to our reputation. In the event that regional minimum wage levels are
increased by relevant Governmental authorities and we are not immediately made aware of these changes, there could
be short periods of time when we could be technically non-compliant with minimum wage rules and regulations,
until our clients absorb the increase in wages.
Additionally, the Government of India has introduced (a) the Code on Wages, 2019 (“Wages Code”); (b) the Code
on Social Security, 2020 (“Social Security Code”); (c) the Occupational Safety, Health and Working Conditions
Code, 2020; and (d) the Industrial Relations Code, 2020 which consolidate, subsume and replace numerous existing
central labour legislations. While the Code on Social Security, 2020 received the assent of the President of India on
September 28, 2020, the rest shall come into effect on a date to be notified by the Central Government, we are yet to
determine the impact of all or some such laws on our business and operations which may restrict our ability to grow
our business in the future. For example, the Social Security Code aims to provide uniformity in providing social
57security benefits to the employees which was earlier segregated under different acts and had different applicability
and coverage. The Social Security Code has introduced the concept of workers outside traditional employer-
employee work-arrangements such as “gig workers” and “platform workers” and provides for the mandatory
registration of such workers in order to enable these workers to avail benefits of, among others, life and disability
cover, health and maternity benefits, old age protection, under schemes framed under the Social Security Code from
time to time. Further, the Wages Code limits the amounts that may be excluded from being accounted toward
employment benefits (such as gratuity and maternity benefits) to a maximum of 50% of the wages payable to
employees. The implementation of such laws may affect our employee and labour costs, thereby impacting our results
of operations, cash flows, business and financial performance. In the event the welfare requirements under labour
laws, and introduction of the proposed labour codes and regulations applicable to us change in a manner that requires
us to increase payment of employee benefits, we cannot assure you that we will be able to recover such increased
labour and compliance costs from our clients, which may adversely affect our business, operations, cash flows and
results of operations. For further details on the laws and regulations applicable to us, please see the section “Key
Regulations and Policies” on page 181. These effects may occur notwithstanding the assurance over key risks that
our internal processes to identify risks, allocate risk owners and monitor actions provide.
38. If we are unable to collect our receivables from our clients, our results of operations and cash flows could be
adversely affected.
Cash collection trends measured by days outstanding have a material impact on the cash receipts and, consequently,
on our cash flows. In general, an increase in bad debts or aged debtors leads to greater usage of operating working
capital and increased interest costs. The table below sets forth trade receivables, bad debts, trade receivable turnover
ratio, trade receivable days:
(₹ in Lakhs)
Particulars September 30, 2025 FY 2024-25 FY 2023-24 FY 2022-23
Trade receivable 906.10 811.65 774.51 925.56
Bad debts and
- 83.99 40.82 4.84
Provisions
Trade receivable
NA 4.50 3.87 3.70
turnover ratio(1)
Trade receivable days(3) NA 81 94 99
Trade receivables turnover ratio is calculated as revenue from operations divided by average trade receivables.
Average trade receivables is calculated as the average of opening trade receivables and closing trade receivables.
The holding period level (in days) of Trade Receivables is calculated by dividing average trade receivables by
revenue from operations multiplied by number of days in the year/period (365).
We typically bill and collect on relatively short cycles. If we experience an increase in the time to bill and collect for
our services, our cash flows could be adversely affected. Actual losses on client balances could differ from those that
we anticipate and as a result we might need to adjust our provisions.
Macroeconomic conditions could result in financial difficulties, including insolvency or bankruptcy, for our clients,
and as a result could cause clients to delay payments to us, request modifications to their payment arrangements that
could increase our receivables balance, or default on their payment obligations to us. While we have experienced
slight delays in collecting our receivables from counterparties under client contracts in the past due to COVID-19,
these delays have not had a material adverse impact on our overall cash flows. We did not make any provision in
connection with such delays. However, we cannot assure you that any delay or default in payments by our clients in
the future will not affect our cash flows which in turn may adversely affect our results of operations and financial
condition. Recovery of our receivables and timely collection of client balances also depends on our ability to
complete our contractual commitments and bill and collect our contracted revenue. If we are unable to meet our
contractual requirements, we might experience delays in collection of and/or be unable to collect our client balances,
and if this occurs, our results of operations and cash flows could be adversely affected.
39. The schedule of our estimated deployment of Net Proceeds is subject to inherent uncertainties
The fund requirement and deployment are based on internal management estimates and our Company’s current
business plan and are subject to change in light of changes in external circumstances or costs, other financial
conditions, business or strategy. These estimates have not been appraised by any bank or financial institution. In view
58of the dynamic nature of the sector and specifically that of our business, we may have to revise our expenditure and
fund requirements as a result of variations in cost estimates, and external factors which may not be within the control
of our management. This may entail rescheduling and revising the planned expenditures and fund requirements and
increasing or decreasing expenditures for a particular purpose at the discretion of our management, within the objects.
For further details refer to “Objects of the Issue” beginning on page no. 101.
40. We depend on the skills and experience of our Promoters, Key Managerial Personnel, Senior Management for
our business and future growth.
We primarily benefit from the strategic guidance of our individual Promoters. If their involvement in our business
reduces in the future, we may be unable to implement our plans as anticipated or maintain administrative control as
we currently do, which in turn could adversely affect our business, results of operations, financial condition and
prospects. Furthermore, our future performance will also depend on the continued service of our Key Managerial
Personnel and Senior Management and the loss of any such employee and the inability to find an adequate
replacement may adversely affect our business, results of operations, financial condition.
For details of our Key Managerial Personnel and Senior Management, see head Key Managerial Personnel and
Senior Management Personnel under the Chapter titled “Our Management” each on page 191 of this Prospectus.
41. 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.
Type of
Agreement and Consideration
Date of Sale
Sr. Details of the Name of the Purpose / Lease Rental Name of
Deed/ Agreement Location
No. Property Owner / Licensor Used / License Fees lessor
& Period of lease
/ Seller of the (₹)
Property
Ground Floor, Shop No
-S-52, Sahara Mall,
Rambir
Mehrauli-Gurgaon Rd,
15th August 2025 Branch ₹38,000 per Gurgaon, Singh &
1 Saraswati Vihar, Rent Agreement
to 14th July 2026 Office month Haryana Amresh
Chakkarpuer,
Chaudhary
Gurugram, Sarhol,
Haryana - 122002
SOHO. 343, B
Block,Chandigarh,Citi
Center, Vip 25th March 2025 Branch ₹16,500 per Mukul
2 Rent Agreement Punjab
Road,Zirakpur, Sas to 24th Feb 2026 Office month Sharma
Nagar (Mohali) Punjab
140603
1st Floor, Village & P.0
Ogli Kala-Amb, Tehsil 15th July 2025 to Branch ₹4,000 per Himachal Sourabh
3 Rent Agreement
Nahan District: 14th June 2026 Office month Pradesh Sharma
Sirmaur, H.P.173001
206, JOP Plaza, P-2 1st April 2025 to Branch ₹22,500 per Noida, Sushil
4 Rent Agreement
S ector-18, NOIDA 28th Feb 2026 Office month UP Rastogi
Plot No. 201, 2nd floor,
Sai Prasad enclave, 07th January 2026 Aashish
Branch ₹30,000 per
5 Vivekanand Nagar, Rent Agreement to 06th December Maharashtra Narendra
Office month
Wardha Road, Nagpur 2026 Pande
Maharashtra 440015
Further the above-stated Rental agreements and/or Lease deeds have not been registered. We cannot assure you that we
will be able to renew our leases on commercially acceptable terms or at all. In the event that we are required to vacate
our current premises, we would be required to make alternative arrangements for our infrastructure and we cannot assure
that the new arrangements will be on commercially acceptable terms. If we are required to relocate our business
operations, we may suffer a disruption in our operations or have to pay increased charges, which could have an adverse
effect on our business, results of operations, financial condition and cash flows. Though there have not been any such
59instances in the last three Fiscals years and the stub period, we cannot assure you that in future such instance may not
arise.
For further details in relation to the property kindly refer to the head “Property” in the chapter titled ‘Our Business’ on
page 162 of this Prospectus.
42. 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.
Our strategy to grow our business may require us to raise additional funds or refinance our existing debt for our
working capital or long-term loans. We cannot assure that such funds will be available on favorable terms or at all.
Additional debt financing may increase our financing costs. Our financing agreements may contain terms and
conditions that may restrict our ability to operate and manage our business, such as terms and conditions that require
us to maintain certain pre-set debt service coverage ratios and leverage ratios and require us to use our assets,
including our cash balances, as collateral for our indebtedness. If we decide to raise additional funds through the
incurrence of debt, our interest and debt repayment obligations will increase, and could have a significant effect on
our profitability and cash flows. Any issuance of equity to raise additional funds, on the other hand, would result in
a dilution of the shareholding of existing shareholders. If we are unable to raise additional funds on favorable terms
or at all as and when required, our business, results of operations, financial condition and prospects could be adversely
affected.
43. 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.
We seek to protect our information systems and network infrastructure from physical break-ins as well as security
breaches and other disruptive problems. Critical information systems are used in every aspect of our daily operations,
most significantly, in the identification and matching of staffing resources to client assignments and in the customer
billing and consultant or vendor payment functions. There may be areas in the systems that have not been properly
protected from security breaches and other attacks. Cybersecurity attacks are evolving and could lead to disruptions
in systems, unauthorized release of confidential or otherwise protected information and corruption of data. We
employ security systems, including firewalls and password encryption, designed to minimize the risk of security
breaches. However, these measures and technology may not always be adequate to properly prevent security
breaches.
Also, any theft or misuse of information resulting from a security breach could result in, among other things, loss of
significant and/or sensitive information, litigation by affected parties, financial obligations resulting from such theft
or misuse, governmental investigations, negative reactions from current and potential future clients and poor publicity
and any of these could adversely affect our results of operations. In addition, the unavailability of the information
systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could
result in decreased performance and increased overhead costs, causing our business and results of operations to
suffer.
44. 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.
As on the date of this Prospectus, our Promoters collectively hold 96.80% of the share capital of our Company. For
details of their shareholding pre and post-issue, see Chapter titled “Capital Structure” on page 88 of this
Prospectus.
After the completion of the Issue, our Promoters will continue to collectively hold majority of the shareholding in
our Company and will continue to exercise significant influence over our business policies and affairs and all matters
requiring Shareholders’ approval, including the composition of our Board, the approval of mergers, strategic
acquisitions or joint ventures or the sales of substantially all of our assets, and the policies for dividends, lending,
investments and capital expenditures or any other matter requiring special resolution. This concentration of
ownership also may delay, defer or even prevent a change in control of our Company and may make some
transactions more difficult or impossible without the support of these stockholders. The interests of the Promoters as
our controlling shareholders could conflict with our interests or the interests of our other shareholders. We cannot
assure you that the Promoters will act to resolve any conflicts of interest in our favour and any such conflict may
adversely affect our ability to execute our business strategy or to operate our business.
60For further information in relation to the interests of our Promoters in our Company, see Chapter titled “Our
Promoters and Promoter Group” and “Our Management” on page 208 and 191 respectively of this Prospectus.
45. 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.
Our directors do not have prior experience as directors of companies listed on recognized stock exchanges. While
our directors have experience in the security manpower services and the integrated facility management industry,
directors of listed companies have a wide range of responsibilities, including, among others, ensuring compliance
with continuing listing obligations, monitoring and overseeing management, operations, financial condition and
trajectory of the company. We cannot assure you that our directors will be able to adequately manage our Company
after we become a listed company, due to their lack of prior experience as directors of companies listed on recognized
stock exchanges. Accordingly, we will get limited guidance from them and accordingly, may fail to maintain and
improve the effectiveness of our disclosure controls, procedures and internal control as required for a listed entity
under the applicable law.
46. In addition to normal remuneration or benefits and reimbursement of expenses, some of our Promoters and/ or
Directors are interested in our Company to the extent of their shareholding and dividend entitlement thereon in
our Company.
Our Promoters and/or Directors are interested in our Company to the extent of their shareholding and dividend
entitlement thereon in our Company, in addition to normal of remuneration paid to them for services rendered and
reimbursement of expenses payable to them.
For further information, see chapter titled “Capital Structure” and “Our Management” on page 88 and 191,
respectively of this Prospectus.
47. 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
We are not a publicly listed company and have not, historically, been subjected to the increased scrutiny of our affairs
by shareholders, regulators and the public at large that is associated with being a listed company. As a listed company,
we will incur significant legal, accounting, corporate governance and other expenses that we did not incur as an
unlisted company. We will be subject to the Listing Regulations, which will require us to file audited annual and
unaudited half-yearly reports with respect to our business and financial condition. If we experience any delays, we
may fail to satisfy our reporting obligations and/or, we may not be able to readily determine and accordingly report
any changes in our results of operations as promptly as other listed companies. Further, as a publicly listed company,
we will need to maintain and improve the effectiveness of our disclosure controls and procedures and internal control
over financial reporting, including keeping adequate records of daily transactions. In order to maintain and improve
the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant
resources and management attention will be required. As a result, our management’s attention may be diverted from
our business concerns, which may adversely affect our business, prospects, results of operations and financial
condition.
48. The average cost of acquisition of Equity Shares by our Promoters could be lower than the Issue Price
Our Promoters’ average cost of acquisition of Equity Shares in our Company is as follows:
Average Cost of Acquisition per Share
Name of the Promoter and promoter group No. of Shares held
(In ₹)
Vinod Gupta 59,15,000 5.42
Arnima Gupta 59,15,000 5.41
Data as certified by Statutory Auditor, M/s PDMS AND CO, Chartered Accountants, by way of their certificate
dated December 30, 2025.
6149. 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.
Any dividends to be declared and paid in the future are required to be recommended by our Board of Directors and
approved by its Shareholders, at their discretion, subject to the provisions of the Articles of Association and
applicable law, including the Companies Act. Our Company’s ability to pay dividends in the future will depend upon
our future results of operations, financial condition, cash flows, sufficient profitability, working capital requirements
and capital expenditure requirements. We cannot assure you that we will generate sufficient revenues to cover our
operating expenses and, as such, pay dividends to our Company’s shareholders in future consistent with our past
practices, or at all.
For details relating to the payment of dividend in the past and the dividend policy of our company kindly refer chapter
titled “Dividend Policy” on page 216 of this Prospectus.
50. We have not independently verified certain data in this Prospectus.
We have relied on the reports of certain independent third party for purposes of inclusion of such information
in this Prospectus, details of the reports are as follow:
1. https://www.imf.org/en/Publications/WEO/Issues/2025/07/29/world-economic-outlook-update-july-2025
2. https://www.ibef.org/economy/indian-economy-overview
3. https://blog.icoca.ch/private-security-industry-in-india-an-overview-with-former-special-secretary/
4. https://www.cognitivemarketresearch.com/recruitment-%26-staffing-market-report
These reports are subject to inherent limitations and are based on certain assumptions that are subjective in nature.
We have not independently verified the industry or market-related data included in this Prospectus, and while we
believe the sources cited to be generally reliable, we cannot assure their accuracy, completeness, or reliability. Such
information may also have been prepared or compiled on a basis different from comparable data available in other
countries.
Accordingly, any discussion of India, its economy, or the industries in which we operate, as contained in this
document, should be considered in light of the fact that the statistical and other data on which such discussions are
based have not been independently verified by us and may be incomplete, inaccurate, or unreliable. Further, due to
potential deficiencies in data collection methods, variations in definitions, discrepancies between published
information and market practices, or other factors, the statistics presented herein may be inaccurate, inconsistent,
or not comparable with data produced elsewhere. Consequently, such information should not be unduly relied upon.
51. Limited Availability of Supporting Documentation for the Prior Professional Experience of One of Our
Directors.
One of our Directors, Mr. Brij Bhushan Gupta, aged 61 years, who serves as a Whole-Time Director of our Company,
does not presently have complete documentary evidence or verifiable records supporting his prior professional
experience, except as disclosed under the “Management” chapter of the Prospectus (refer page 191). The details of
his experience have been disclosed strictly on the basis of the declarations and information furnished by Mr. Gupta
and those aspects that could be independently verified by the Company from available records provided by him.
While the Company believes that such disclosures are true and correct to the best of its knowledge and belief, the
absence of complete supporting documentation at this stage may limit investors’ ability to independently verify the
entirety of his professional background. Any future unavailability or inconsistency in such information, if identified,
could raise questions regarding the completeness of the disclosures made and may influence investors’ perception of
our management’s depth of experience.
EXTERNAL RISKS
1. Changing regulations in India could lead to new compliance requirements that are uncertain. The regulatory
environment in which we operate is evolving and is subject to change.
The Government of India may implement new laws or other regulations that could affect the manufacturing industry
or the sectors we serve, which could lead to new compliance requirements. New compliance requirements could
increase our costs or otherwise adversely affect our business, financial condition and results of operations. Further,
62the manner in which new requirements will be enforced or interpreted can lead to uncertainty in our operations and
could adversely affect our operations. Our business and financial performance could be adversely affected by any
unexpected or onerous requirements or regulations resulting from any changes in laws or interpretation of existing
laws, or the promulgation of new laws, rules and regulations. Any such changes and the related uncertainties with
respect to the implementation or change in the legal framework may have a material adverse effect on our business,
financial condition and results of operations.
2. Malpractices by some players in the industry affect overall performance of emerging Companies.
The industry in which our Company operates is subject to risk associated with unethical business practices such as
unethical marketing, dishonest advertising, questionable pricing practices, inaccurate claims with regards to safety
and efficacy of the product etc. Consumers’ attitude toward the industry today is dominated by a sense of mistrust,
paving a way for regulators for stricter entry barriers and introduction of code of conducts; making the entire industry
environment regulated and controlled. Malpractices by some players in the industry affects the overall performance
of the emerging Companies like us as the industry norms are applicable to all at parity. Any unethical business
practices by any industry player or intermediary may impact our business and results of operations.
3. General economic and market conditions in India and globally could have a material adverse effect on our
business, financial condition, cash flows, results of operations and prospects.
Our business is highly dependent on economic and market conditions in India and other jurisdictions where we
operate. General economic and political conditions in India, such as macroeconomic and monetary policies, industry-
specific trends, mergers and acquisitions activity, legislation and regulations relating to the financial and securities
industries, household savings rate, investment in alternative financial instruments, upward and downward trends in
the market, business and financial sectors, volatility in security prices, perceived lack of attractiveness of the Indian
capital markets, inflation, foreign direct investment, consumer confidence, currency and interest rate fluctuations,
availability of short- term and long-term market funding sources and cost of funding, could affect our business.
Global economic and political conditions may also adversely affect the Indian economic conditions. Market
conditions may change rapidly, and the Indian capital markets have experienced significant volatility in the past. The
Indian economy has had sustained periods of high inflation in the recent past. If inflation or real interest rates were
to rise significantly, the trends towards increased financial savings might slow down or reverse, our employee costs
may increase and the sales of many of our products and services may decline.
4. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares in an
Indian company is generally taxable in India. Investors may be subject to payment of long - term or short - term
capital gains tax in India, in addition to payment of Securities Transaction Tax (“ STT”), on the sale of any Equity
Shares held for more or less than 12 months immediately preceding the date of transfer. While non-residents may
claim tax treaty benefits in relation to such capital gains income, generally, Indian tax treaties do not limit India’s
right to impose a tax on capital gains arising from the sale of shares of an Indian company.
The Government of India announced the interim union budget for Financial Year 2025-2026, following which
the Finance Bill, 2025 (“Finance Bill”) was introduced in the Lok Sabha on February 1, 2024. The Finance Bill
received the assent from the President of India and became the Finance Act, 2025, with effect from April 1, 2025.
Further, pursuant to amendments notified by the Finance (No. 2) Act, 2024, long term capital gains exceeding the
exempted limit of ₹125,000 arising from the sale of listed equity shares on the stock exchange are subject to tax at the
rate of 12.5% (plus applicable surcharge and cess), without benefit of indexation. Further, any capital gains realized
on the sale of listed equity shares held for a period of 12 months or less immediately preceding the date of transfer
will be subject to short term capital gains tax at the rate of 20% (plus applicable surcharges and cess) for transfers
taking place after July 23, 2024. A securities transaction tax (“STT”) will be levied on and collected by an Indian
stock exchange on which our Equity Shares are sold.
Any gain realized on the sale of our Equity Shares other than on a recognized stock exchange (where no STT has been
paid), will also be subject to short term capital gains tax or long - term capital gains tax, at such rates as may be
applicable under the Income Tax Act. Further, capital gains arising from the sale of our Equity Shares will be exempt
96 from taxation in India in cases where an exemption is provided under a treaty between India and the country of
which the seller is a resident, subject to certain conditions being met. Subject to any relief available under an applicable
tax treaty or under the laws of their own jurisdictions, residents of other countries may be liable for tax in India as
63well as in their own jurisdictions on gains arising from a sale of our Equity Shares. Investors are advised to consult
their own tax advisors to understand their tax liability as per the laws prevailing on the date of disposal of Equity
Shares.
The Finance Act, 2019 amended the Indian Stamp Act, 1899 with effect from July 1, 2020 and clarified that, in the
absence of a specific provision under an agreement, the liability to pay stamp duty in case of sale of securities through
stock exchanges will be on the buyer, while in other cases of transfer for consideration through a depository, the
bonus will be on the transferor. The stamp duty for transfer of certain securities, other than debentures, on a delivery
basis is currently specified at 0.015% and on a non - delivery basis is specified at 0.003% of the consideration amount.
Under the Finance Act 2020, any dividends paid by an Indian company will be subject to tax in the hands
of the shareholders at applicable rates. Such taxes will be withheld by the Indian company paying dividends. The
Company may or may not grant the benefit of a tax treaty (where applicable) to a non - resident shareholder for the
purposes of deducting tax at source pursuant to any corporate action including dividends. Investors are advised to
consult their own tax advisors and to carefully consider the potential tax consequences of owning Equity Shares.
Investors are advised to consult their own tax advisors to understand their tax liability as per the laws prevailing
on the date of disposal of Equity Shares. Further, pursuant to the Finance Act 2024 II, any payment received by the
shareholders from the Company pursuant to buyback of shares undertaken after October 1, 2024 on account of buy
back of shares shall be taxable as dividend and no deduction from such dividend income shall be allowed.
We cannot predict whether any amendments made pursuant to the Finance Acts would have an adverse effect on our
business, results of operations and financial condition. Unfavorable changes in or interpretations of existing laws,
rules and regulations, or the promulgation of new laws, rules and regulations including foreign investment and stamp
duty laws governing our business and operations could result in us being deemed to be in contravention of such laws
and may require us to apply for additional approvals.
5. Significant differences exist between Indian GAAP and other accounting principles, such as U.S. GAAP and
IFRS, which may be material to the financial statements, prepared and presented in accordance with SEBI ICDR
Regulations contained in this Prospectus.
As stated in the reports of the Auditor included in this Prospectus under chapter “Restated Financial Statements”
beginning on page 217, the financial statements included in this Prospectus are based on financial information that is
based on the audited financial statements that are prepared and presented in conformity with Indian GAAP and restated
in accordance with the SEBI ICDR Regulations, and no attempt has been made to reconcile any of the information
given in this Prospectus to any other principles or to base it on any other standards. Indian GAAP differs from
accounting principles and auditing standards with which prospective investors may be familiar in other countries, such
as U.S. GAAP and IFRS. Significant differences exist between Indian GAAP and U.S. GAAP and IFRS, which may
be material to the financial information prepared and presented in accordance with Indian GAAP contained in this
Prospectus. Accordingly, the degree to which the financial information included in this Prospectus will provide
meaningful information is dependent on familiarity with Indian GAAP, the Companies Act and the SEBI ICDR
Regulations. Any reliance by persons not familiar with Indian GAAP on the financial disclosures presented in this
Prospectus should accordingly be limited.
6. Political instability or a change in economic liberalization and deregulation policies could seriously harm
business and economic conditions in India generally and our business in particular.
The Government of India has traditionally exercised and continues to exercise influence over many aspects of the
economy. Our business and the market price and liquidity of our Equity Shares may be affected by interest rates,
changes in Government policy, taxation, social and civil unrest and other political, economic or other developments in
or affecting India. The rate of economic liberalization could change, and specific laws and policies affecting the
information technology sector, foreign investment and other matters affecting investment in our securities could
change as well. Any significant change in such liberalization and deregulation policies could adversely affect business
and economic conditions in India, generally, and our business, prospects, financial condition and results of
operations, in particular.
7. Financial instability in Indian Financial Markets could adversely affect our Company’s results of operation and
financial condition.
In this globalized world, the Indian economy and financial markets are significantly influenced by worldwide
64economic, financial and market conditions. Any financial turmoil, say in the United States of America, Europe, China
or other emerging economies, may have a negative impact on the Indian economy. Although economic conditions
differ in each country, investors’ reactions to any significant developments in one country can have adverse effects
on the financial and market conditions in other countries. A loss in investor confidence in the financial systems,
particularly in other emerging markets, may cause increased volatility in Indian financial markets. Indian financial
markets have also experienced the contagion effect of the global financial turmoil. Any prolonged financial crisis
may have an adverse impact on the Indian economy, thereby resulting in a material and adverse effect on our
Company’s business, operations, financial condition, profitability and price of its Shares. Stock exchanges in India
have in the past experienced substantial fluctuations in the prices of listed securities.
8. We cannot guarantee the accuracy or completeness of facts and other statistics with respect to India, the Indian
economy and our industry contained in the Prospectus.
While facts and other statistics in this Prospectus relating to India, the Indian economy and our industry has been based
on various government publications and reports from government agencies that we believe are reliable, we cannot
guarantee the quality or reliability of such materials. While we have taken reasonable care in the reproduction of such
information, industry facts and other statistics have not been prepared or independently verified by us or any of our
respective affiliates or advisors and, therefore we make no representation as to their accuracy or completeness. These
facts and other statistics include the facts and statistics included in the chapter titled “Our Industry” beginning on
page 139. Due to possibly flawed or ineffective data collection methods or discrepancies between published
information and market practice and other problems, the statistics herein may be inaccurate or may not be comparable
to statistics produced elsewhere and should not be unduly relied upon. Further, there is no assurance that they are
stated or compiled on the same basis or with the same degree of accuracy, as the case may be, elsewhere.
9. Global economic, political and social conditions may harm our ability to do business, increase our costs and
negatively affect our stock price.
Global economic and political factors that are beyond our control, influence forecasts and directly affect performance.
These factors include interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation,
deflation, foreign exchange fluctuations, consumer credit availability, fluctuations in commodities markets,
consumer debt levels, unemployment trends and other matters that influence consumer confidence, spending and
tourism. Increasing volatility in financial markets may cause these factors to change with a greater degree of
frequency a magnitude, which may negatively affect our stock prices.
10. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to attract
foreign investors, which may adversely impact the market price of the Equity Shares.
Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and
residents are freely permitted (subject to certain exceptions) if they comply with the pricing guidelines and reporting
requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in compliance
with such pricing guidelines or reporting requirements or fall under any of the exceptions referred to above, then the
prior approval of the RBI will be required. Additionally, shareholders who seek to convert the Rupee proceeds from
a sale of shares in India into foreign currency and repatriate that foreign currency from India will require a no
objection / tax clearance certificate from the income tax authority. There can be no assurance that any approval
required from the RBI or any other government agency can be obtained on any particular terms or at all.
11. Natural calamities could have a negative impact on the Indian economy and cause Our Company’s business to
suffer.
India has experienced natural calamities such as earthquakes, tsunami, floods etc. In recent years, the extent and
severity of these natural disasters determine their impact on the Indian economy. Prolonged spells of abnormal
rainfall or other natural calamities could have a negative impact on the Indian economy, which could adversely affect
our business, prospects, financial condition and results of operations as well as the price of the Equity Shares.
12. Terrorist attacks, civil unrests and other acts of violence or war involving India or other countries could adversely
affect the financial markets, our business, financial condition and the price of our Equity Shares.
Any major hostilities involving India or other acts of violence, including civil unrest or similar events that are beyond
our control, could have a material adverse effect on India’s economy and our business. Incidents such as the terrorist
65attacks, other incidents such as those in US, Indonesia, Madrid and London, and other acts of violence may adversely
affect the Indian stock markets where our Equity Shares will trade as well the global equity markets generally. Such
acts could negatively impact business sentiment as well as trade between countries, which could adversely affect our
Company’s business and profitability. Additionally, such events could have a material adverse effect on the market
for securities of Indian companies, including the Equity Shares.
Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies
may adversely impact our ability to raise additional financing, and the interest rates and other commercial terms at
which such additional financing may be available. This could have an adverse effect on our business and future
financial performance, our ability to obtain financing for capital expenditures and the trading price of our Equity
Shares.
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66SECTION IV: INTRODUCTION
THE ISSUE
Present Issue in Terms of this Prospectus:
Particulars No. of Equity Shares
Equity Shares Issued through Public Issue of up to 46,50,000* Equity Shares of face value of ₹ 10.00 each fully
Issue (1) (2) paid of the Company for cash at price of ₹ 57.00 per Equity Share
Present Issue of Equity Shares by our aggregating to ₹ 2,650.50 Lakhs
Company
The Issue consists of:
Reserved for Market Maker Up to 2,34,000 Equity Shares of face value of ₹ 10.00 each fully paid of the
Company for cash at price of ₹57.00 per Equity Share aggregating ₹ 1,33.38
Lakhs
Net Issue to the Public* Up to 44,16,000 Equity Shares of face value of ₹ 10.00 each fully paid of
the Company for cash at price of ₹57.00 per Equity Share aggregating ₹
2,517.12 Lakhs
Of which:
A. QIB Portion (4)(5) Not more than 46,000 Equity Shares of ₹10/- each at an Issue Price of ₹
57.00/- per Equity Share each aggregating to ₹ 26.22 Lakhs
Of which:
a) Available for allocation to Mutual Not more than 4,000 Equity Shares of ₹ 10/- each at an Issue Price of ₹
Funds only (5% of the QIB Portion 57.00/- per Equity Share each aggregating to ₹ 2.28 Lakhs
b) Balance of QIB Portion for all QIBs Up to 46,000 Equity Shares of ₹ 10/- each at an Issue Price of ₹ 57.00/- per
including Mutual Funds Equity Share each aggregating to ₹ 26.22 Lakhs
Allocation to Non-Institutional Not less than 21,90,000 Equity Shares of ₹ 10/- each at an Issue Price of ₹
Investors** 57.00/- per Equity Share each aggregating to ₹ 1,248.30 Lakhs
of which:
One third of the Non-Institutional Portion Not less than 7,30,000 Equity Shares of ₹ 10/- each at an Issue Price of ₹
available for bidders with application size 57.00/- per Equity Share each aggregating to ₹ 416.10 Lakhs
of more than two lots and up to such lots
equivalent to not more than ₹10 lakhs
Two third of the Non-Institutional Portion Not less than 14,60,000 Equity Shares of ₹ 10/- each at an Issue Price of ₹
available for bidders with application size 57.00/- per Equity Share each aggregating to ₹ 832.20 Lakhs
of more than ₹10 lakhs
Allocation to Individual Investor who Not less than 21,80,000 Equity Shares of ₹ 10/- each at an Issue Price of ₹
applies for minimum application size 57.00/- per Equity Share each aggregating to ₹ 1,242.60 Lakhs
Pre and Post Issue Share Capital of our Company:
Equity Shares outstanding prior to the 1,22,20,000 Equity Shares of face value of ₹10/- each
Issue
Equity Shares outstanding after the Issue 1,68,70,000 Equity Shares of face value of ₹10/- each
Use of Issue Proceeds For details, please refer chapter titled ‘Objects of the Issue’ beginning on
page 101.
* Subject to finalization of the Basis of Allotment
** Under-subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in
the other subcategory of Non-Institutional Portion.
67Notes:
1. The Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. This
Issue is being made by our company in terms of Regulation of 229 (2) of SEBI ICDR Regulations read with Rule 19(2)(b)(i)
of SCRR wherein not less than 25% of the post – issue paid up equity share capital of our company are being Issued to the
public for subscription.
2. The Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held on August 28, 2024
and by the Shareholder of our Company, vide a special resolution passed pursuant to Section 62(1)(c) of the Companies
Act, 2013 at the Annual General Meeting held on September 30, 2024.
3. The SEBI ICDR Regulations permit the Issue of securities to the public through the Book Building Process, which states that,
not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders
out of which (a) one third of the portion available to non-institutional investors shall be reserved for applicants with
application size of more than two lots and up to such lots equivalent to not more than ₹10 lakhs; (b) two third of the portion
available to non-institutional investors shall be reserved for applicants with application size of more than ₹10 lakhs
Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may be allocated to
applicants in the other sub-category of non-institutional investors and not less than 35% of the Net Issue shall be available
for allocation on a proportionate basis to Individual Bidders, who applies for minimum application size, and not more than
50% of the Net Issue shall be allotted on a proportionate basis to QIBs, subject to valid Bids being received at or above the
Issue Price. Accordingly, we have allocated the Net Issue i.e., not more than 50% of the Net Issue to QIB and not less than
35% of the Net Issue shall be available for allocation to Individual Investors and not less than 15% of the Net Issue shall
be available for allocation to Non-Institutional bidders.
4. Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in any category, except in the
QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories of Bidders
at the discretion of our Company in consultation with the Book Running Lead Manager and the Designated Stock Exchange,
subject to applicable laws. Our Company may, in consultation with the Book Running Lead Manager, allocate up to 60%
of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third
of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from
domestic Mutual Funds at or above the Anchor.
5. Our Company may, in consultation with the Book Running Lead Manager, allocate up to 60% of the QIB Portion to Anchor
Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. Out of such portion (i) 33.33%shall be
available for allocation to domestic Mutual Funds, and (ii) 6.67% for life insurance companies and pension funds, subject
to valid Bids being received at or above the Anchor Investor Allocation Price. In the event of under-subscription in the
Anchor Investor Portion, the remaining Equity Shares shall be added to the QIB Portion. Further, 5% of the Net QIB
Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB
Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to
valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than
5% of the Net QIB Portion, the balance Equity Shares available for allotment in the Mutual Fund Portion will be added to
the Net QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their
Bids. For further details, please refer section titled “Issue Procedure” beginning on page of this Prospectus.
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68SUMMARY OF RESTATED FINANCIAL INFORMATION
The following tables provide the summary of financial information of our Company derived from the Restated Financial
Statements for half year ended September 30, 2025 and Financial Years ended March 31, 2025, March 31, 2024 and March
31, 2023. The Summary of Financial Information referred to below is presented under the section titled “Financial
Information” beginning on page 217 of this Prospectus. The summary of financial information presented below should be
read in conjunction with the Restated Financial Statements, the notes thereto and the Section titled “Financial Information”
beginning on page 217 of this Prospectus.
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69RESTATED STATEMENT OF ASSETS & LIABILITIES
(₹ in Lakhs, unless otherwise stated)
For the half For the year For the year For the year
Particulars year ended ended ended ended
30.09.2025 31.03.2025 31.03.2024 31.03.2023
I EQUITY AND LIABILITIES
1. Shareholders’ funds
(a) Share Capital 1,222.00 1,222.00 1,222.00 1.00
(b) Reserves and surplus 911.62 621.17 223.82 348.06
2. Non-current liabilities
(a) Long-term borrowings 181.72 188.34 109.83 85.43
(b) Long-term provisions 21.22 20.71 18.43 24.21
3. Current liabilities -
(a) Short-term borrowings 419.37 280.22 70. 23 -
(b) Trade payables -
i) Due to MSME - - - -
ii) Due to Others 15.63 13.69 74.64 412.70
(c) Other current liabilities 5.02 5.02 8.84 230.77
(d) Short-term provisions 433.65 385.90 633.62 448.89
TOTAL 3,210.23 2,737.05 2,361.41 1,551.06
II
ASSETS
.
1. Non-current assets
(a) Property Plant &
Equipment
(i) Property Plant & 760.64 768.65 730.43 74.87
Equipment
(b) Deferred Tax Assets 20.74 19.57 18.98 17.34
(c) Non Current Investments - - -
(d) Other Non Current Assets 1,128.25 902.85 556.38 381.47
2. Current assets
(a) Trade receivables 906.10 811.65 774.51 925.56
(b) Cash and cash equivalents 24.07 50.68 173.22 42.20
(c) Short-term loans and 160.41 7.58 31.87 30.27
advances
(d) Other Current Assets 210.03 176.07 76.02 79.35
TOTAL 3210.23 2,737.05 2,361.41 1,551.06
70RESTATED STATEMENT OF PROFIT & LOSS
(₹ in Lakhs, unless otherwise stated)
For the half For the year For the year For the year
Particulars year ended ended ended
31.09.2025 31.03.2025 31.03.2024 31.03.2023
I Revenue from operations 1967.85 3,565.54 3,293.29 2,884.64
II Other Income 1.45 90.50 16.81 12.44
-
III Total Income (I+II) 1969.3 3,656.04 3,310.10 2,897.08
-
Expenses: -
(a) Employee benefits 1415.81 2,765.86 2,649.57 2,438.62
expense
(b) Finance costs 34.42 34.70 12.08 3.45
(c) Depreciation expense 8.58 21.71 22.22 19.25
(d) Other expenses 122.35 302.82 276.43 134.21
IV Total expenses 1581.16 3,125.09 2,960.30 2,595.52
-
-
Profit /(Loss) before tax 388.14 530.95 349.80 301.56
V
(V-VI)
-
VI Tax expense: -
(a) Current tax expense 98.85 134.19 89.68 76.78
(b) Deferred tax (1.17) (0.59) (1.64) (0.88)
charge/(credit)
-
Profit after tax for the 290.45 397.35 261.76 225.66
VII
year (VII-VIII)
-
-
Earnings per share (face
VIII -
value of ₹ 10/- each):
(a) Basic (in ₹) 2.38 3.25 3.67 4.16
(b) Adjusted EPS (in ₹) 2.38 3.25 3.67 4.16
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71RESTATED CASH FLOW STATEMENT
(₹ in Lakhs, unless otherwise stated)
For the half For the year For the year For the
Particulars year ended ended ended year ended
30.09 .2025 31.03. 2025 31.03 .2024 31.03. 2023
A. CASH FLOW FROM OPERATING
ACTIVITIES
Profit /(Loss) before tax 388.14 530.95 349.80 301.56
Adjustment For: -
(a) Depreciation 8.58 21.71 22.22 19.25
(b) Finance costs 34.42 34.70 12.08 3.45
(c) (Gain)/Loss on Sale of Property Plant & - (1.40) - -
Equipment
(d) Interest Income (1.45) (3.51) (12.10) (10.95)
(e) Prior period Adjustment - - - (2.57)
Operating Profit before Working Capital 429.69 582.45 372.00 310.73
Changes
Adjustment For Working Capital Changes :
(a) (Increase)/Decrease in Trade Receivables (94.45) (37.14) 151.05 (291.04)
(b) (Increase)/Decrease in Loans & Advances & (186.79) (75.76) 1.73 (15.02)
Other Assets
(c) Increase /(Decrease) in Trade Payables and 1.94 (64.77) (559.99) 69.99
Other Current Liabilities
(d) Increase /(Decrease) in Short Term Provisions 83.08 (259.12) 145.40 4.25
(e) Increase / ( Decrease ) in Long Term Provisions 0.51 2.28 (5.78) 2.75
CASH GENERATED FROM OPERATIONS 233.98 147.94 104.41 81.66
Less : Income Taxes paid (134.20) (122.79) (50.35) (36.24)
NET CASH FROM OPERATING 99.78 25.15 54.06 45.42
ACTIVITIES (A)
B. CASH FLOW FROM INVESTING -
ACTIVITIES
(a) Net purchase of Property Plant & Equipments* (0.57) (58.53) (37.78) (11.03)
(b) (Increase ) / Decrease in Non Current Assets (225.40) (346.47) (174.91) (54.86)
(c) Interest received 1.45 3.51 12.10 10.95
NET CASH FROM INVESTING ACTIVITIES (224.52) (401.49) (200.59) (54.94)
(B)
C. CASH FLOW FROM FINANCING -
ACTIVITIES
(a) Increase/(Decrease) in Long Term Borrowings (6.62) 78.51 24.40 15.40
(b) Increase/(Decrease) in Short Term Borrowings 139.17 209.99 70.23 -
(c) Issue of Share Capital* - - 195.00 -
(d) Finance costs Paid (34.42) (34.70) (12.08) (3.45)
NET CASH FLOW IN FINANCING 98.13 253.80 277.55 11.95
ACTIVITIES (C)
NET INCREASE IN CASH & CASH (26.61) (122.54) 131.02 2.43
EQUIVALENTS (A)+(B)+(C )
OPENING BALANCE – CASH & CASH 50.68 173.22 42.20 39.77
EQUIVALENT
CLOSING BALANCE - CASH & CASH 24.07 50.68 173.22 42.20
EQUIVALENT
72SECTION V-GENERAL INFORMATION
Our Company was incorporated as “ARMOUR SECURITY (INDIA) PVT. LTD.” on August 27, 1999, vide certification
of incorporation bearing No. 101313 under the provision of Companies Act, 1956 issued by the Registrar of Companies,
NCT of Delhi and Haryana. Our Company is in the business of Manpower services and Integrated Facility Management
services. Further, our Company was converted into a public limited company, pursuant to a special resolution passed in the
Extraordinary General Meeting of our Shareholders held on February 09, 2024, and the name of our Company was changed
to ‘ARMOUR SECURITY (INDIA) LTD.’, and a fresh certificate of incorporation dated May 03, 2024 was issued to our
Company by the RoC, CPC. Our Corporate Identification Number is U74920DL1999PLC101313. Our Company has its
registered office situated at B-87, Second Floor Defence Colony, New Delhi – 110024, Delhi
For details in relation to the incorporation, Change in Registered Office and other details, please refer to the chapter titled
“Our History and Certain Other Corporate Matters” beginning on page 186 of this Prospectus.
BRIEF ABOUT THE COMPANY AND ISSUE INFORMATION
Registration Number 101313
Corporate Identification
U74920DL1999PLC101313
Number
Date of Incorporation as
August 27, 1999
Private Limited Company
Date of Conversion as Public
May 03, 2024
Limited Company
Address of Registered Office
B-87, Second Floor Defense Colony, New Delhi – 110024, India.
Tel: +91 73033 31098
Email: cs@armoursecurities.com
Website: www.armoursecurities.com
Address of Registrar of Registrar of Companies, Delhi
Companies 4th Floor, IFCI Tower,61, Nehru Place, New Delhi-110019.
Tel: 011-26235703
Email: roc.delhi@mca.gov.in
Website: www.mca.gov.in
Designated Stock Exchange Emerge Platform of National Stock Exchange of India Limited (“NSE Emerge”)
Exchange Plaza, C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai -
400051, Maharashtra, India.
Website: www.nseindia.com
Contact No.: 022-2659 8100/ 2659 8114 / 66418100
Fax No.: 022 2659 8120
Issue Program
Issue Opens on: January 14, 2026
Issue Closes on: January 19, 2026
Chief Financial Officer
Mr. Subodh Jindal
B-87, Second Floor Defence Colony, New Delhi, Delhi, India – 110024, India.
Tel: +91 9818163821
Email: accounts@armoursecurities.com
Website: www.armoursecurities.com
Company Secretary and
Ms. Shakshi Mishra
Compliance Officer
B-87, Second Floor Defence Colony, New Delhi, Delhi, India – 110024, India.
Tel: +91 9810139833
Email: cs@armoursecurities.com
Website: www.armoursecurities.com
73OUR BOARD OF DIRECTORS
Details regarding our Board of Directors as on the date of this Prospectus are set forth in the table hereunder:
Name Designation Address DIN
B-105, Second Floor, Defense Colony, South
Mrs. Arnima Gupta Managing Director 02212966
Delhi, Lajpat Nagar, Delhi - 110024
Near Sanjay Park, G-27/1A, Shakar Pur Baramad,
Mr. Brij Bhushan Gupta Whole Time Director East Delhi – 110092 10954912
Flat No 130 Pocket - 2 DDA SFS Flat SEC 11
Non-Executive
Mr. Krishna Kumar Singh Dwarka Sector - 6, Dwarka, South - West Delhi, 02854747
Independent Director
Delhi - 110075
4E – 604, AWHO Gurjinder Vihar, Sector – Chi-1,
Non-Executive
Mr. Nilendra Kumar Greater Noida, Gautam Budh Nagar, Uttar Pradesh 08887031
Independent Director
– 201310
Mr. Shrikant Shriram Non-Executive B -303 Avni Apartments Mihar Complex, Charkop
10353569
Modak Independent Director Villlage, Mumbai, Maharashtra – 400067
For detailed profile of our Directors, refer “Our Management” on page 191 respectively.
INVESTOR GRIEVANCES
Investors may contact our Company Secretary and Compliance Officer and / or the Registrar to the Issue and / or the Book
Running Lead Manager, in case of any pre-issue or post-issue related problems, such as non-receipt of letters of allotment,
credit of allotted Equity Shares in the respective beneficiary account or refund orders, etc.
All grievances in relation to the application through ASBA process may be addressed to the Registrar to the Issue, with a
copy to the relevant Designated Intermediary with whom the ASBA Form was submitted, giving details such as the full
name of the sole or First Applicant, ASBA Form number, Applicants DP ID, Client ID, PAN, number of Equity Shares
applied for, date of submission of ASBA Form, address of Bidder, the name and address of the relevant Designated
Intermediary, where the ASBA Form was submitted by the Bidder, ASBA Account number in which the amount equivalent
to the Bid Amount was blocked and UPI ID used by the Individual Investors. Further, the Bidder shall enclose the
Acknowledgment Slip from the Designated Intermediaries in addition to the documents or information mentioned
hereinabove.
For all Issue related queries and for redressal of complaints, Applicants may also write to the Book Running Lead Manager.
All complaints, queries or comments received by Stock Exchange / SEBI shall be forwarded to the Book Running Lead
Manager, who shall respond to the same.
All grievances relating to the Anchor Investors may be addressed to the Registrar to the Issue, giving full details such as
name of the sole or first Applicant, Bid cum Application Form number, Applicants DP ID, Client ID, PAN, date of the
Anchor Investor Application Form, address of the Applicant, number of Equity Shares applied for, Bid Amount paid on
submission of the Anchor Investor Application Form and the name and address of the relevant Book Running Lead
Manager where the Anchor Investor Application Form was submitted by the Anchor Investor. For all Issue related queries
and for redressal of complaints, investors may also write to the Book Running Lead Manager.
(The rest of the page is intentionally left blank)
74DETAILS OF KEY INTERMEDIARIES PERTAINING TO THIS ISSUE DOCUMENT OF OUR COMPANY
BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
SKYLINE FINANCIAL SERVICES
PRIVATE LIMITED
D-153/ A, First Floor,
SOBHAGYA CAPITAL OPTIONS PRIVATE
Okhla Industrial Area, Phase - I,
LIMITED
New Delhi – 110020 India
C-7&7A, Hosiery Complex, Phase-II Extension, Noida-
Tel. No.: + 91-11-40450193-197;
201305, Uttar Pradesh
Fax No.: -
Telephone: +91 9920379029/ +91 7836066001
Email: ipo@skylinerta.com
E-mail: cs@sobhagyacap.com
Investor Grievance
Investor Grievance Email:delhi@sobhagyacap.com
Email: grievances@skylinerta.com;
Contact Person: Ms. Menka Jha/ Mr. Rishabh Singhvi
Website: www.sobhagyacapital.com Website: www.skylinerta.com
SEBI Registration No.: MB/INM000008571 Contact Person: Mr. Anuj Kumar
SEBI Registration No.: INR000003241
CIN: U74899DL1995PTC071324
LEGAL ADVISOR TO THE ISSUE STATUTORY AUDITOR OF THE COMPANY
PDMS & Co
Chartered Accountants,
401, 4th Floor, White House Building, SV Road, Andheri
CONDOUR LEGAL West, Mumbai-400058
1st Floor, C wing, Elanza Crest, Opposite Courtyard by Tel No.: + 91 7506930030
Marriott, SBR, Bodakdev, Ahmedabad- 380054, Gujrat, E-mail: sachinpathak@capdms.com
India. Contact Person: Mr. Sachin Pathak
Mobile No.: +91 7228888745 Membership No.: 099065
Email: contact@candourlegal.com FRN.: 019621C
Website: www.candourlegal.com Peer Review No: 017305 valid till 30-06-2027
Contact Person: Mr. M.M Thapar
PEER REVIEW AUDITOR BANKER TO THE COMPANY
PDMS & Co Chartered Accountants, HDFC BANK LIMITED
401, 4th Floor, White House Building, SV Road, Andheri A 3 NDSE, South Ex Part 1, New Delhi 110049
West, Mumbai-400058 Tel: +91- 9311447281
Tel No.: + 91 7506930030 Email Id: shampa.roy@hdfcbank.com
E-mail: sachinpathak@capdms.com Website: www.hdfcbank.com
Contact Person: Mr. Sachin Pathak Contact Person: Shampa Roy
Membership No.: 099065
Firm Registration No.: 019621C IDFC First Bank Limited
Peer Review No: 017305 valid till 30-06-2027 Address: Ground Floor, 21, Community Center, New
Friends Colony, New Delhi
Tel: +91- 9999246637
Email ID: Sanjeev.khurana@idfcfirstbank.com
Website: https://www.idfcbank.com
Contact Person: Sanjeev khurana
Axis Bank Limited
Address: B-81, Defence Colony, New Delhi - 110021
Tel: +91- 9582803572
Email ID: Defencecolony.operationshead@axisbank.com
Website: www.axisbank.com
Contact Person: Shikha Ahuja
Punjab National Bank
Address: A-16, Moolchand Comm. Complex, Defence
Colony, Delhi - 110024
Tel: 011- 24604518
75Email ID: Bo3978@pnb.co.in
Website: https://www.pnbindia.in
Contact Person: Vipin Kumar
Deutsche Bank AG
Address: B1, 2nd Floor, Nirlon Knowledge Park, Off
Western Express Highway, Goregoan (East), 400063
Mumbai
Tel: 022-71806425
Email ID: pno.india@db.com
Website: http://www.deutschebank.co.in/
Contact Person: Nodal Officer of the Bank
BANKERS TO THE ISSUE / SPONSOR BANK* SYNDICATE MEMBER*
Axis Bank Limited NNM Securities Private Limited
Address: Trishul 3rd Floor, Opp. Samartheshwar Temple, B-6 & 7, Plot No. 31 Shri Siddhivinayak Plaza, 2nd Floor, C.T.
Law Garden Ellisbridge, Ahmedabad -380006 No. 602 Village Oshiwara, Off New Link Rd, Andheri West,
Mum Maharashtra 400053
Tel: +91- 079-26409322
Contact No: 022-40790011, 40790036
Email ID: Defencecolony.operationshead@axisbank.com
Email: compliance@nnmsecurities.com
Website: www.axisbank.com
Contact Person: Mr. Nikunj Mittal
Contact Person: Mr. Varun Sareen
SEBI Registration No: INZ000234235
CIN: U67120MH1997PTC111496
SOBHAGYA CAPITAL OPTIONS PRIVATE
LIMITED
C-7&7A, Hosiery Complex, Phase-II Extension, Noida-
201305, Uttar Pradesh
Telephone: +91 9920379029/ +91 7836066001
E-mail: cs@sobhagyacap.com
Investor Grievance Email:delhi@sobhagyacap.com
Contact Person: Ms. Menka Jha/ Mr. Rishabh Singhvi
Website: www.sobhagyacapital.com
SEBI Registration No.: MB/INM000008571
CHANGES IN AUDITORS DURING LAST THREE FINANCIAL YEARS
Except as mentioned below, there has been no change in the auditors of our Company during the last 3 years:
Date of
Appointment/
Name of the Auditor Appointment / Reason
Resignation
Resignation
PDMS & Co.
Peer Review Number: 017305 Re-appointment as the Statutory
FRN: 019621C Auditor of our Company at the AGM
September 30,
Address: 401, 4th Floor, White House Re-appointment held on September 30, 2024 for five
2024
Building, Andheri West, Mumbai, Financial Years starting from April
Maharashtra, India - 400058 0 1, 2024, to March 31, 2029.
Email ID: info@capdms.com
Appointment as the Statutory Auditor
of our Company to fill the casual
PDMS & Co.
vacancy caused by the resignation of
Peer Review Number: 017305
Nikhil Arora and Associates by the
FRN: 019621C
November 27, Board of Directors of the Company in
Address: 401, 4th Floor, White House Appoin tment
2023 the Board Meeting held on November
Building, Andheri West, Mumbai,
22, 2023 and was subsequently
Maharashtra, India - 400058
ratified by the Shareholders at the
Email ID: info@capdms.com
EGM held on November 27, 2023.
The appointment was till the
76conclusion of the ensuing Annual
General Meeting.
Nikhil Arora and Associates
FRN: 027760N
November 22, Due to occupancy and commitments
Address: S-45, Janta Market, Rajouri Market, Resignation
2023 not able to devote time.
New Delhi, Delhi, India - 110027
Email ID: canikhilarora1987@gmail.com
SELF-CERTIFIED SYNDICATE BANKS
The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided on the website of the
SEBIhttps://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34;
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 and updated from time to time.
For details on Designated Branches of SCSBs collecting the Bid-cum-Application Forms, refer to the above- mentioned
SEBI link.
Further, as notified by SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019; the applications
through UPI in IPOs can be made only through the SCSBs / mobile applications whose name appears on the SEBI website
www.sebi.gov. in at the following path: Home ≫ Intermediaries / Market Infrastructure Institutions ≫ Recognized
intermediaries ≫ Self Certified Syndicate Banks eligible as Issuer Banks for UPI.
Investor shall ensure that when applying in IPO using UPI, the name of his Bank appears in the list of SCSBs displayed on
the SEBI website which are live on UPI. Further, he / she shall also ensure that the name of the app and the UPI handle being
used for making the application is also appearing in the aforesaid list.
SYNDICATE SCSB BRANCHES
In relation to ASBA Bids submitted to a member of the Syndicate, the list of branches of the SCSBs at the Specified
Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms from the members of the
Syndicate is available on the website of the SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognise
dFpi=yes&intmId=40) and updated from time to time. For more information on such branches collecting Bid-cum-
Application Forms from the Syndicate at Specified Locations, refer to the above-mentioned SEBI link.
INVESTORS BANKS OR ISSUER BANKS FOR UPI
In accordance with UPI Circulars, RIIs Applying via UPI Mechanism may apply through the SCSBs and mobile
applications, whose names appear on the website of
SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=41), as updated from time
to time. A list of SCSBs and mobile applications, which are live for applying in public issues using UPI mechanism is
provided as ‘Annexure A’ to the SEBI circular, bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019.
REGISTERED BROKERS
The list of the Registered Brokers eligible to accept ASBA forms, including details such as postal address, telephone
number and e-mail address, is provided on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, respectively, as updated from time to time.
REGISTRAR AND SHARE TRANSFER AGENTS
The list of the RTAs eligible to accept Applications forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, are provided on the website of the SEBI on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10, as updated from time to time.
COLLECTING DEPOSITORY PARTICIPANTS
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and
contact details, is provided on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=19 for National Securities
Depository limited CDPs and at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=18
for Central Depository Services (India) Limited CDPs as updated from time to time. The list of branches of the SCSBs
77named by the respective SCSBs to receive deposits of the Bid cum Application Forms from the Designated Intermediaries
will be available on the website of the SEBI (www.sebi.gov.in) and updated from time to time.
BROKERS TO THE ISSUE
All members of the recognized stock exchanges would be eligible to act as Brokers to the Issue.
STATEMENT OF RESPONSIBILITY OF THE BOOK RUNNING LEAD MANAGER / STATEMENT OF
INTER SE ALLOCATION OF RESPONSIBILITIES
Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in relation to this
Issue. In this regard, our Company along with the have appointed Sobhagya Capital Options Private Limited (SCOPL) as
Book Running Lead Manager to this Issue and procure this Issue, a statement of inter se allocation of responsibilities
amongst Book Running Lead Manager are as under:
Sr. No Activity Responsibility
1. Capital structuring with the relative components and formalities such as SCOPL
composition of debt and equity, type of instruments, positioning strategy and
due diligence of our Company including its operations/management/ business
plans/legal etc. ing, design and finalizing of the prospectus, red herring
prospectus and prospectus and of statutory/ newspaper advertisements
including a memorandum containing salient features of the prospectus. The
BRLM shall ensure compliance with SEBI ICDR Regulations and stipulated
requirements and completion of prescribed formalities with the stock
exchanges, RoC and SEBI and RoC filings and follow up and coordination
till final approval from all
regulatory authorities.
2. Due diligence of Company including its operations / management / business SCOPL
plans / legal etc., Drafting and design of Red Herring Prospectus and
Prospectus. Ensure compliance and completion of prescribed formalities with
the Stock Exchanges, SEBI and RoC including finalisation of RHP,
Prospectus, Issue Agreement, Syndicate and Underwriting Agreements
and RoC filing
3. Drafting and approval of statutory advertisements. SCOPL
4. Drafting and approval of all publicity material other than statutory SCOPL
advertisement as mentioned above including corporate advertising,
brochure, application form, abridged prospectus, etc. and filing of media
compliance report.
5. Appointment of intermediaries – Bankers to the Issue, Registrar to the Issue, SCOPL
advertising agency, printers, Syndicate Members, and other intermediaries
including co-ordination for agreements with such intermediaries
6. Preparation of road show marketing presentation and frequently asked SCOPL
questions
7. Institutional marketing of the Issue (other than Anchor Investors), which will SCOPL
cover, inter alia:
• Institutional marketing strategy;
• Finalizing the list and division of investors for one-to-one meetings; and
Finalizing road show and investor meeting schedule
8. Anchor investors - identification, invitation and allocation SCOPL
9. Retail marketing of the Issue, which will cover, inter alia: SCOPL
• Finalising media, marketing, public relations strategy and publicity
• budget including list of frequently asked questions at retail road shows
Finalising collection centres Finalising application form Finalising centres for
holding conferences for brokers etc.
• Follow – up on distribution of publicity; and
Issue material including form, RHP / Prospectus and deciding on the
quantum of the Issue material
7810. Non-Institutional marketing of the Issue, which will cover, inter alia: SCOPL
Finalising media, marketing and public relations strategy; and Formulating
strategies for marketing to Non – Institutional Investors.
11. Managing the book and finalization of pricing in consultation with our SCOPL
Company
12. Coordination with Stock Exchanges for anchor intimation, book building SCOPL
software, bidding terminals and mock trading, payment of 1% security
deposit to the designated stock exchange
. Post bidding activities including management of escrow accounts, coordinate SCOPL
non-institutional allocation, coordination with registrar, SCSBs and Bank to
the Issue, intimation of allocation and dispatch of refund to bidders, etc. Post-
Issue activities, which shall involve essential follow-up steps including
allocation to Anchor Investors, follow-up with Bankers to the Issue and
SCSBs to get quick estimates of collection and advising the issuer about the
closure of the Issue, based on correct figures, finalisation of the basis of
allotment or weeding out of multiple applications, listing of instruments,
dispatch of certificates or demat credit and refunds and coordination with
various agencies connected with the post-issue activity such as registrar to
the Issue, Bankers to the Issue, SCSBs including responsibility for
underwriting arrangements, as applicable. Payment of the applicable
securities transaction tax (“STT”) on sale of unlisted equity shares by the
selling shareholder under the Offer for Sale to the Government Co-ordination
with SEBI and Stock Exchanges for Refund of 1% Security Deposit and
Submission of all post Issue reports including the Initial and final Post Issue
report to SEBI.
CREDIT RATING
This being an Issue of Equity Shares, there is no requirement of credit rating for the Issue.
IPO GRADING
Since the Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, there is no requirement of
appointing an IPO Grading Agency.
EXPERT OPINION
Except for the following documents as issued by M/s PDMS & Co., Chartered Accountants (Peer Review Auditors) of our
Company we have not obtained any expert opinions. However, the term “expert” shall not be construed to mean an
“expert”" as defined under the U.S. Securities Act 1933.
• The examination report dated December 30, 2025 on the Restated Financial Statement for the Company for the period
ended September 30, 2025 and the financial years ended 31 March 2023, 31 March 2024, 31 March 2025, (“Restated
Financial Statements”), which are prepared in accordance with the SEBI ICDR regulations, the Companies Act, 2013
and the Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered
Accountants of India, and
• Report on the Statement of Possible Tax Benefits issued on December 30,2025, in accordance with the requirements of
the SEBI ICDR Regulations (examination reports and our report on the statement of possible tax benefits as aforesaid,
collectively referred to as ‘Reports’) and
• Certificate of Key Performance Indicators issued on December 30,2025.
• Various other certificates issued for the purpose of this Issue document.
However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
TRUSTEES
This is an Issue of equity shares hence appointment of trustees is not required.
DEBENTURE TRUSTEES
As this is an Issue of Equity Shares, the appointment of Debenture trustees is not required.
79MONITORING AGENCY
If the size of the Fresh Issue excluding the size of Offer for sale may exceed ₹ 5,000 Lakhs, in terms of Regulation 262 (1)
of the SEBI (ICDR) Regulations, 2018, then our Company may require to appoint a monitoring agency for the purposes of
this Issue and the same shall be appointed if required before filing of Prospectus. Our Board and Audit Committee shall
monitor the utilization of the Net Proceeds.
Pursuant to Regulation 32(3) of the SEBI (LODR) Regulations, 2015, our Company shall on a half yearly basis disclose to
the Audit Committee the uses and application of the Net Proceeds. Until such time as any part of the Net Proceeds remains
unutilized, our Company will disclose the utilization of the Net Proceeds under separate heads in our Company’s balance
sheet(s) clearly specifying the amount of and purpose for which Net Proceeds have been utilized so far, and details of
amounts out of the Net Proceeds that have not been utilized so far, also indicating interim investments, if any, of such
unutilized Net Proceeds. In the event that our Company is unable to utilize the entire amount that we have currently estimated
for use out of the Net Proceeds in a fiscal, we will utilize such unutilized amount in the next fiscal.
Further, in accordance with Regulation 32(1)(a) of the SEBI (LODR) Regulations, 2015, our Company shall furnish to the
Stock Exchanges on a half yearly basis, a statement indicating material deviations, if any, in the utilization of the Net
Proceeds for the objects stated in this Prospectus.
GREEN SHOE OPTION
No Green Shoe Option is applicable for this Issue.
APPRAISAL AGENCY
Our Company has not appointed any appraising agency for appraisal of the Project.
FILING OF ISSUE DOCUMENT
The Prospectus is being filed with Emerge Platform of National Stock Exchange India Limited (“NSE Emerge”) Exchange
Plaza, C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051, Maharashtra, India.
The Prospectus will not be filed with SEBI, nor will SEBI issue any observation on the Issue Document in terms of
Regulation 246(2) of SEBI (ICDR) Regulations, 2018. Pursuant to Regulation 246(5) of SEBI (ICDR) Regulations, 2018
and SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of Red Herring
Prospectus / Prospectus will be filed online through SEBI Intermediary Portal at https://siportal.sebi.gov.in
A copy of the Red Herring Prospectus / Prospectus, along with the documents required to be filed under Section 26, 28 &
32 of the Companies Act, 2013 will be filed to the Registrar of Companies Office situated at Registrar of Companies, 4th
Floor, IFCI Tower, 61, Nehru Place, New Delhi-110019, India.
BOOK BUILDING PROCESS
Book Building, with reference to the Issue, refers to the process of collection of Bids on the basis of the Red Herring
Prospectus within the Price Band. The Price Band shall be determined by our Company in consultation with the Book
Running Lead Manager in accordance with the Book Building Process and advertised in all editions of Financial express
(a widely circulated English National Daily Newspaper), all editions of Jansatta (widely circulated Hindi national daily
newspaper) Hindi, being the regional language where our registered office is located) each with wide circulation at least two
working days prior to the Bid / Issue Opening date. The Issue Price shall be determined by our Company, in consultation
with the Book Running Lead Manager in accordance with the Book Building Process after the Bid / Issue Closing Date.
Principal parties involved in the Book Building Process are:
• Our Company;
• The Book Running Lead Manager in this case being Sobhagya Capital Options Private Limited
• The Syndicate Member(s) who are intermediaries registered with SEBI / registered as brokers with Exchanges and
eligible to act as Underwriters. The Syndicate Member(s) in this case being Sobhagya Capital Options Private Limited
and NNM Securities Private Limited;
80• The Registrar to the Issue and;
• The Designated Intermediaries and Sponsor bank
The SEBI ICDR Regulations have permitted the Issue of securities to the public through the Book Building Process,
wherein allocation to the public shall be made as per Regulation 253 of the SEBI ICDR Regulations.
The Issue is being made through the Book Building Process wherein not more than 50% of the Net Issue shall be available for
allocation on a proportionate basis to QIBs, provided that our Company may in consultation with the Book Running Lead
Manager allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI
(ICDR) Regulations (the “Anchor Investor Portion”), Out of such portion (i) 33.33%shall be available for allocation to
domestic Mutual Funds, and (ii) 6.67% for life insurance companies and pension funds, subject to valid Bids being received
at or above the Anchor Investor Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the
remaining Equity Shares shall be added to the QIB Portion. 5% of the QIB Portion shall be available for allocation on a
proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a
proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue
Price. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-
Institutional Bidders in the following manner: (a) 1/3rd of the portion available to NIBs shall be reserved for applicants
with an application size of more than 2 lots and up to such lots equivalent to not more than ₹ 10 lakhs (b) 2/3rd of the
portion available to NIBs shall be reserved for applicants with an application size of more than ₹ 10 lakhs and the
unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), could be allocated to applicants in the
other sub-category of NIBs and the remaining shares, if any, shall be allotted on a proportionate basis in accordance with
the conditions specified in this regards in Schedule XIII of SEBI ICDR Regulations and not less than 35% of the Net Issue
shall be available for allocation to Individual Bidders, who applies for minimum application size, in accordance with the
SEBI Regulations, subject to valid Bids being received at or above the Issue Price.
All Bidders, except Anchor Investors, are mandatorily required to use the ASBA process for participating in the Issue. In
accordance with the SEBI ICDR Regulations, QIBs bidding in the QIB Portion and Non-Institutional Bidders bidding in
the Non-Institutional Portion are not allowed to withdraw or lower the size of their Bids (in terms of the quantity of the
Equity Shares or the Bid Amount) at any stage. Individual Bidders, who applies for minimum application size, can revise
their Bids during the Bid / Issue Period and withdraw their Bids until the Bid / Issue Closing Date. Further, Anchor Investors
cannot withdraw their Bids after the Anchor Investor Bid / Issue Period. Allocation to the Anchor Investors will be on a
discretionary basis.
Subject to valid Bids being received at or above the Issue Price, allocation to all categories in the Net Issue, shall be made on
a proportionate basis, except for Individual Portion where allotment to each Individual Bidders, who applies for minimum
application size, shall not be less than the minimum bid lot, subject to availability of Equity Shares in Individual Portion, and
the remaining available Equity Shares, if any, shall be allotted on a proportionate basis. Under – subscription, if any, in any
category, would be allowed to be met with spill – over from any other category or a combination of categories at the discretion
of our Company in consultation with the Book Running Lead Manager and the Stock Exchange. However, under-
subscription, if any, in the QIB Portion will not be allowed to be met with spill over from other categories or a combination
of categories.
In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018, all the investors (except Anchor Investors) applying in a public Issue shall
use only Application Supported by Blocked Amount (ASBA) process for application providing details of the bank account
which will be blocked by the Self-Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Individual Investors applying in public Issue may use
either Application Supported by Blocked Amount (ASBA) facility for making application or also can use UPI as a payment
mechanism with Application Supported by Blocked Amount for making application. For details in this regards, specific
attention is invited to the chapter titled “Issue Procedure” beginning on page 285 of the Prospectus.
The process of Book Building under the SEBI ICDR Regulations is subject to change from time to time and the investors
are advised to make their own judgment about investment through this process prior to making a Bid or application in the
Issue.
For further details on the method and procedure for Bidding, please see section entitled “Issue Procedure” on page 285.
Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is solely for
illustrative purposes and is not specific to the Issue; it also excludes Bidding by Anchor Investors. Bidders can bid at any
price within the Price Band. For instance, assume a Price Band of ₹20 to ₹24 per share, Issue size of 3,000 Equity Shares
81and receipt of five Bids from Bidders, details of which are shown in the table below. The illustrative book given below
shows the demand for the Equity Shares of the Issuer at various prices and is collated from Bids received from various
investors.
Bid Quantity Bid Amount (₹) Cumulative Quantity Subscription
500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Issue the
desired number of Equity Shares is the price at which the book cuts off, i.e., ₹22.00 in the above example. The Issuer, in
consultation with the Book Running Lead Manager, may finalise the Issue Price at or below such Cut-Off Price, i.e., at or
below ₹22.00. All Bids at or above this Issue Price and cut-off Bids are valid Bids and are considered for allocation in the
respective categories.
Steps to be taken by the Bidders for Bidding:
• Check eligibility for making a Bid (see section titled “Issue Procedure” on page 285);
• Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum Application
Form;
• Ensure correctness of your PAN, DP ID and Client ID mentioned in the Bid cum Application Form. Based on these
parameters, the Registrar to the Issue will obtain the Demographic Details of the Bidders from the Depositories.
• Except for Bids on behalf of the Central or State Government officials, residents of Sikkim and the officials appointed
by the courts, who may be exempt from specifying their PAN for transacting in the securities market, for Bids of all
values ensure that you have mentioned your PAN allotted under the Income Tax Act in the Bid cum Application Form.
The exemption for Central or State Governments and officials appointed by the courts and for investors residing in
Sikkim is subject to the Depositary Participant’s verification of the veracity of such claims of the investors by collecting
sufficient documentary evidence in support of their claims.
• Ensure that the Bid cum Application Form is duly completed as per instructions given in this Prospectus and in the Bid
cum Application Form;
Bid / Issue Program:
Event Indicative Dates
Bid / Issue Opening Date January 14, 2026
Bid / Issue Closing Date January 19, 2026 (1)
Finalization of Basis of Allotment with the Designated Stock Exchange On or about January 20, 2026
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA Account or UPI
On or about January 21, 2026
ID linked bank account
Credit of Equity Shares to Demat accounts of Allottees On or about January 21, 2026
Commencement of trading of the Equity Shares on the Stock Exchange On or about January 22, 2026
Note:
1. UPI mandate end time and date shall be at 5:00 pm IST on Bid/ Issue Closing Date, i.e. January 19, 2026.
Pursuant to NSE circular no. 07/2025 dated June 18, 2025, bidding for all categories shall close at 4:00 PM & UPI
mandate end time and date shall be at 5.00 pm on Issue / Issue Closing Date.
The above timetable is indicative and does not constitute any obligation on our Company or the Book Running Lead
Manager. Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and
the commencement of trading of the Equity Shares on the Stock Exchange are taken within 3 Working Days of the Bid /
Issue Closing Date, the timetable may change due to various factors, such as extension of the Bid / Issue Period by our
Company, revision of the Price Band or any delays in receiving the final listing and trading approval from the Stock
Exchange. The Commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchange and
in accordance with the applicable laws. Bid Cum Application Forms and any revisions to the same will be accepted only
between 10.00 A.M. to 5.00 P.M. (IST) during the Issue period (except for the Bid / Issue Closing Date). On the Bid / Issue
82Closing Date, the Bid Cum Application Forms will be accepted only between 10.00 A.M. to 3.00 P.M. (IST) for Individual
investors and non-Individual Bidders. The time for applying for Individual Applicant on Bid / Issue closing Date maybe
extended in consultation with the the Book Running Lead Manager, RTA and Emerge Platform of National Stock Exchange
of India Limited (“NSE or NSE Emerge”) taking into account the total number of applications received up to the closure
of timings.
Due to the limitation of time available for uploading the Bid Cum Application Forms on the Bid / Issue Closing Date,
Bidders are advised to submit their applications one (1) day prior to the Bid / Issue Closing Date and, in any case, not later
than 3.00 P.M. (IST) on the Bid / Issue Closing Date. Any time mentioned in this Prospectus is IST. Bidders are cautioned
that, in the event a large number of Bid Cum Application Forms are received on the Bid / Issue Closing Date, as is typically
experienced in public Issue, some Bid Cum Application Forms may not get uploaded due to the lack of sufficient time.
Such Bid Cum Application Forms that cannot be uploaded will not be considered for allocation under this Issue.
Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holidays). Neither our
Company nor the Book Running Lead Manager is liable for any failure in uploading the Bid Cum Application Forms due
to faults in any software / hardware system or otherwise. In accordance with SEBI ICDR Regulations, QIBs and Non-
Institutional Applicants are not allowed to withdraw or lower the size of their application (in terms of the quantity of the
Equity Shares or the Application amount) at any stage. Individual Applicants can revise or withdraw their Bid Cum
Application Forms prior to the Bid / Issue Closing Date. Allocation to Individual Applicants, in this Issue will be on a
proportionate basis. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the
physical Bid Cum Application Form, for a particular Applicant, the details as per the file received from Stock Exchange
may be taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book
vis-à-vis the data contained in the physical or electronic Bid Cum Application Form, for a particular ASBA Applicant, the
Registrar to the Issue shall ask the relevant SCSBs / RTAs / DPs / stockbrokers, as the case may be, for the rectified data.
Submission of Application Forms:
Issue period (except the Issue closing date)
Submission and Revision of Application Form Only between 10.00 a.m. to 5.00 p.m. IST
Issue Closing Date
Submission and Revision of Application Form Only between 10.00 a.m. to 3.00*# p.m. IST
*UPI mandate end time and date shall be at 5.00 pm on Issue / Issue Closing Date # On the Issue Closing Date, the
Applications shall be uploaded until:
• Until 4.00 p.m. IST in case of application by QIBs and Non – Institutional Investors and
• Until 5.00 p.m. IST or such extended time as permitted by the Stock Exchange, in case of Individual Investors which may
be extended up to such time as deemed fit by the Stock Exchange after taking into account the total number of applications
received up to the closure of timings and reported by Book Running Lead Manager to the Stock Exchange.
Pursuant to NSE circular no. 07/2025 dated June 18, 2025, bidding for all categories shall close at 4:00 PM & UPI
mandate end time and date shall be at 5.00 pm on Issue / Issue Closing Date
Due to the limitation of time available for uploading the Bid Cum Application Forms on the Bid / Issue Closing Date,
Bidders are advised to submit their applications one (1) day prior to the Bid / Issue Closing Date and, in any case, not later
than 3.00 P.M. (IST) on the Bid / Issue Closing Date. Any time mentioned in this Prospectus is IST. Bidders are cautioned
that, in the event a large number of Bid Cum Application Forms are received on the Bid / Issue Closing Date, as is typically
experienced in public Issue, some Bid Cum Application Forms may not get uploaded due to the lack of sufficient time.
Such Bid Cum Application Forms that cannot be uploaded will not be considered for allocation under this Issue.
Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holidays). Neither our
Company nor the Book Running Lead Manager is liable for any failure in uploading the Bid Cum Application Forms due
to faults in any software / hardware system or otherwise.
In accordance with SEBI ICDR Regulations, QIBs and Non-Institutional Applicants are not allowed to withdraw or lower
the size of their Application (in terms of the quantity of the Equity Shares or the Application amount) at any stage.
Individual Applicants can revise or withdraw their Bid Cum Application Forms prior to the Bid / Issue Closing Date.
Allocation to Individual Applicants, in this Issue will be on a proportionate basis.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid Cum
Application Form, for a particular Applicant, the details as per the file received from Stock Exchange may be taken as the
final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the data
contained in the physical or electronic Bid Cum Application Form, for a particular ASBA Applicant, the Registrar to the
Issue shall ask the relevant SCSBs / RTAs / DPs / stock brokers, as the case may be, for the rectified data.
83WITHDRAWAL OF THE ISSUE
In accordance with the SEBI (ICDR) Regulations, our Company in consultation with Book Running Lead Manager,
reserves the right not to proceed with this Issue at any time after the Issue Opening Date, but before our Board meeting for
Allotment without assigning reasons thereof.
If our Company withdraws the Issue after the Issue closing Date, we will give reason thereof within two days by way of a
public notice which shall be published in the same newspapers where the pre-issue advertisements were published.
Further, the Stock Exchanges shall be informed promptly in this regard and the Book Running Lead Manager, through the
Registrar to the Issue, shall notify the SCSBs to unblock the Bank Accounts of the ASBA Applicants within one Working
Day from the date of receipt of such notification.
In case our Company withdraws the Issue after the Issue Closing Date and subsequently decides to undertake a public
Offering of Equity Shares, our Company will file a fresh Issue Document with the Stock Exchange where the Equity Shares
may be proposed to be listed.
Notwithstanding the foregoing, the Issue is also subject to obtaining the final Listing and Trading Approval of the Stock
Exchange, which the Company shall apply for after Allotment. In terms of the SEBI Regulations, Non-individual
Applicants shall not be allowed to withdraw their Application after the Issue Closing Date.
UNDERWRITING AGREEMENT
This Issue is 100% Underwritten. The Underwriting agreement is dated January 05, 2026. Pursuant to the terms of the
Underwriting Agreement the obligations of the Underwriters are several and are subject to certain conditions specified
therein.
The Underwriter have indicated its intention to underwrite the following number of specified securities being Issued
through this Issue:
Details of the Underwriter No. of shares Amount % of the Total
underwritten Underwritten (₹ Issue Size
in Lakh)* Underwritten
Sobhagya Capital Options Private Limited 6,97,500 ₹ 397.58 Lakhs 15%
Giriraj Stock Broking Private Limited 37,20,000 ₹ 2,120.40 Lakhs 80%
NNM Securities Private Limited 2,32,500 ₹ 132.53 Lakhs 5%
TOTAL Up to 46,50,000 ₹ 2,650.50 Lakhs 100%
*Subject to finalization of Basis of Allotment
As per Regulation 260(2) of SEBI (ICDR) Regulations, 2018, the Book Running Lead Manager has agreed to underwrite to
a minimum extent of 15% of the Issue out of its own account. In the opinion of the Board of Directors (based on the
certificate given by the Underwriters), the resources of the above-mentioned Underwriters are sufficient to enable them to
discharge their respective underwriting obligations in full. The above-mentioned Underwriters are registered with SEBI
under Section 12(1) of the SEBI Act or registered as broker with the Stock Exchange.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments set forth in
the table above. Notwithstanding the above table, the Book Running Lead Manager shall be responsible for ensuring
payment with respect to Equity Shares allocated to investors procured by them. In the event of any default in payment, the
respective Underwriter, in addition to other obligations defined in the underwriting agreement, will also be required to
procure / subscribe to Equity Shares to the extent of the defaulted amount. If the Underwriter(s) fails to fulfil its
underwriting obligations as set out in the Underwriting Agreement, the Book Running Lead Manager shall fulfil the
underwriting obligations in accordance with the provisions of the Underwriting Agreement.
84DETAILS OF THE MARKET MAKING ARRANGEMENT FOR THIS ISSUE
Our Company has entered into Market Making Agreement with the Book Running Lead Manager, and Market Maker
to fulfil the obligations of Market Making:
The details of Market Maker are set forth below:
Name NNM Securities Private Limited
Address B-6 & 7, Plot No. 31 Shri Siddhivinayak
Plaza, 2nd Floor, C.T. No. 602 Village
Oshiwara, Off New Link Rd, Andheri West,
Mum Maharashtra 400053
Contact No. 022-40790011, 40790036
Email compliance@nnmsecurities.com
Contact Person Mr. Nikunj Mittal
CIN U67120MH1997PTC111496
SEBI Registration No. INZ000234235
Market Maker Member code 10446
NNM Securities Private Limited, registered with SME Platform Emerge Platform of National Stock Exchange of India
Limited will act as the Market Maker and has agreed to receive or deliver the specified securities in the Market Making
process for a period of three years from the date of listing of our Equity Shares or for a period as may be notified by
amendment to SEBI (ICDR) Regulations.
The Market Maker shall fulfil the applicable obligations and conditions as specified in the SEBI (ICDR) Regulations, and its
amendments from time to time and the circulars issued by the Emerge Platform of National Stock Exchange of India
Limited (“NSE Emerge”) and SEBI regarding this matter from time to time.
Following is a summary of the key details pertaining to the Market Making Arrangement:
1) The Market Maker (individually or jointly) shall be required to provide a 2-way quote for 75% of the time in a day. The
same shall be monitored by the Stock Exchange. Further, the Market Maker shall inform the Stock Exchange in advance
for each and every black out period when the quotes are not being Issued by the Market Maker.
2) The prices quoted by Market Maker shall be in compliance with the Market Maker Spread Requirements and other
particulars as specified or as per the requirements of the NSE Emerge (Emerge platform of NSE) and SEBI from time
to time.
3) The Market Maker shall not sell in lots less than the minimum contract size allowed for trading on the Emerge Platform
of National Stock Exchange of India Limited (“NSE or NSE Emerge”) (in this case currently the minimum trading lot
size is equity shares; however, the same may be changed by the Emerge Platform of National Stock Exchange of India
Limited (“NSE or NSE Emerge”) from time to time).
4) The minimum depth of the quote shall be ₹1.00 Lakhs. However, the investors with holdings of value less than ₹1.00
Lakhs shall be allowed to Issue their holding to the Market Maker in that scrip provided that they sell their entire holding
in that scrip in one lot along with a declaration to the effect to the selling broker.
5) After a period of three (3) months from the market making period, the market maker would be exempted to provide quote
if the Shares of market maker in our Company reaches to 25% (Including the 5% of Equity Shares of the Issue). Any
Equity Shares allotted to Market Maker under this Issue over and above 25% of Equity Shares would not be taken in to
consideration of computing the threshold of 25%. As soon as the Shares of market maker in our Company reduce to
24%, the market maker will resume providing 2-way quotes.
6) There shall be no exemption / threshold on downside. However, in the event the market maker exhausts his inventory
through market making process, the concerned stock exchange may intimate the same to SEBI after due verification.
7) Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker, for the quotes given
by him.
8) There would not be more than five Market Makers for a script at any point of time and the Market Makers may compete
with other Market Makers for better quotes to the investors. At this stage, NNM Securities Private Limited is acting as the
sole Market Maker.
859) The shares of the Company will be traded in continuous trading session from the time and day the company gets listed
at Emerge Platform of National Stock Exchange of India Limited (“NSE or NSE Emerge”) and Market Maker will
remain present as per the guidelines mentioned under the National Stock Exchange of India Limited and SEBI circulars.
10) There will be special circumstances under which the Market Maker may be allowed to withdraw temporarily / fully
from the market – for instance due to system problems, any other problems. All controllable reasons require prior
approval from the Exchange, while force-majeure will be applicable for non-controllable reasons. The decision of the
Exchange for deciding controllable and non-controllable reasons would be final.
11) The Market Maker shall have the right to terminate said arrangement by giving a three-month notice or on mutually
acceptable terms to the Merchant Banker, who shall then be responsible to appoint a replacement Market Maker.
12) In case of termination of the above-mentioned Market Making Agreement prior to the completion of the compulsory
Market Making Period, it shall be the responsibility of the Book Running Lead Manager to arrange for another Market
Maker(s) in replacement during the term of the notice period being served by the Market Maker but prior to the date of
releasing the existing Market Maker from its duties in order to ensure compliance with the requirements of Regulation
261 of the SEBI (ICDR) Regulations. Further the Company and the Book Running Lead Manager reserves the right to
appoint other Market Maker(s) either as a replacement of the current Market Maker or as an additional Market Maker
subject to the total number of Designated Market Makers does not exceed 5 (five) or as specified by the relevant laws
and regulations applicable at that particular point of time. The Market Making Agreement is available for inspection at
our Registered Office from 11.00 a.m. to 5.00 p.m. on working days.
13) Emerge Platform of National Stock Exchange of India Limited (“NSE or NSE Emerge”) will have all margins which
are applicable on the NSE Main Board viz., Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin,
Special Margins and Base Minimum Capital etc. National Stock Exchange of India Limited can impose any other
margins as deemed necessary from time-to-time.
14) Emerge Platform of National Stock Exchange of India Limited (“NSE or NSE Emerge”) will monitor the obligations
on a real time basis and punitive action will be initiated for any exceptions and / or non-compliances. Penalties / fines
may be imposed by the Exchange on the Market Maker, in case he is not able to provide the desired liquidity in a
particular security as per the specified guidelines. These penalties / fines will be set by the Exchange from time to time.
The Exchange will impose a penalty on the Market Maker in case he is not present in the market (Offering two-way
quotes) for at least 75% of the time. The nature of the penalty will be monetary as well as suspension in market making
activities / trading membership.
15) The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties / fines /
suspension for any type of misconduct / manipulation / other irregularities by the Market Maker from time to time.
16) Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper side for
market maker(s) during market making process has been made applicable, based on the Issue size and as follows:
Issue Size Buy quote exemption threshold (Including Re-Entry threshold for buy quote
mandatory initial inventory of 5 % of the (including mandatory initial inventory of 5
Issue Size) % of the Issue Size)
Up to ₹ 20 Crores 25% 24%
₹ 20 to ₹ 50 Crores 20% 19%
₹ 50 to ₹ 80 Crores 15% 14%
Above ₹ 80 Crores 12% 11%
17) All the above-mentioned conditions and systems regarding the Market Making Arrangement are subject to change based
on changes or additional regulations and guidelines from SEBI and Stock Exchange from time to time.
86On the first day of listing, there will be a pre-open session (call auction) and there after trading will happen as
per the equity market hours. The circuits will apply from the first day of the listing on the discovered price during
the pre-open call auction. The securities of the Company will be placed in SPOS and would remain in Trade for
Trade settlement for 10 days from the date of listing of Equity Shares on the Stock Exchange.
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87SECTION VI-CAPITAL STRUCTURE
The Equity Share capital of our Company, as on the date of this Prospectus and after giving effect to the Issue is set forth
below:
(Amount in ₹ Lakhs)
Aggregate
Aggregate Value
Sr. No. Particulars
Face Value at Issue
Price (4)
A. Authorized Share Capital
1800.00
1,80,00,000 Equity Shares of ₹10/- each --
B. Issued, Subscribed & Paid-up Share Capital prior to the Issue
1,22,20,000 Equity Shares 1222.00 --
C. Present issue in terms of the Prospectus of up to 46,50,000 Equity
Shares having Face Value of ₹ 10/-each at a price of ₹ 57 each (1)
Fresh Public Issue of up to 46,50,000 Equity Shares of face value ₹
465.00 2,650.50
10/-each at a Premium of ₹ 47/- per share
of Which:
2,34,000 Equity Shares at an Issue Price of ₹ 57 /- per Equity Share is
23.40 133.38
reserved as Market Maker Portion(2)
Net Issue to Public of 44,16,000 Equity Shares at an Issue Price of ₹
441.60 2,517.12
57 /- per Equity Share to the Public
Of the Net Issue to the Public(3)
Not less than 21,80,000 Equity Shares aggregating up to ₹ 218.00
218.00 1,242.60
lakhs will be available for allocation to Individual Investors
Not less 21,90,000 Equity Shares aggregating up to ₹ 219.00 lakhs
219.00 1,248.30
will be available for allocation to Non-Institutional Investors
Not more than 46,000 Equity Shares aggregating up to ₹ 4.60 lakhs
will be available for allocation to Qualified Institutional Buyers, five 4.60 26.22
per cent. of which shall be allocated to mutual funds
D. Issued, Subscribed and Paid-Up Share Capital after the Issue
1,68,70,000 Equity Shares of Face Value ₹ 10/- 1,687.00
E. Securities Premium Account
Before the Issue(6) 156.00
After the Issue 2,341.50
(1) The present Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held on August
28, 2024, and by the shareholders of our Company vide a special resolution passed pursuant to Section 23 & 62(1)(c) of
the Companies Act, 2013 at the Annual General Meeting held on September 30, 2024.
(2) At least five per cent of the issue size is reserved for Market Maker.
(3) The allocation in the net issue category shall be as follows:
a) not less than thirty-five percent to retail individual investors;
b) not less than fifteen percent to non-institutional investors;
c) not more than fifty percent to qualified institutional buyers, five per cent. of which shall be allocated to mutual funds.
Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to
applicants in any other category:
88Provided further that in addition to five per cent. allocation available in terms of clause (c), mutual funds shall be eligible
for allocation under the balance available for qualified institutional buyers.
(4) To be finalized upon determination of the Issue Price and subject to the Basis of Allotment.
(5) Our Company does not intent to undertake any Pre – IPO Placement.
(6) As on March 31, 2025, provided in the Restated Financial Statements.
CLASSES OF SHARES
The Company has only one class of share capital i.e., Equity Shares of face value of ₹10/- each only.
All the issued Equity Shares are fully paid-up. The Company has no outstanding convertible instruments as on the date of
this Prospectus.
NOTES TO CAPITAL STRUCTURE
1. Details of changes in Authorized Share Capital of the Company since incorporation
The authorized capital of the Company was ₹ 1,00,000 consisting of 10,000 Equity Shares of ₹ 10/- each at the time of
incorporation. Further authorized share capital of the Company has been altered in the manner set forth below:
Sr. Particulars Cumulative No. of Cumulative Date of Whether
No. Equity Shares Authorised Share Shareholder’s AGM/EGM
Capital approval
1 On Incorporation 10,000 1,00,000 Not applicable Not
(August 27, 1999) applicable
2 Increase in 1,80,00,000 18,00,00,000 October 24, 2023 EGM
Authorised Share
Capital from ₹
1,00,000 to ₹
18,00,00,000
All the details w.r.t. to the above stated changes in the Authorized Share Capital of our company are updated with MCA
and the same is reflecting on the MCA Portal.
2. History of Issued, Subscribed and Paid-Up Equity Share Capital of the Company
The history of the Issued, Subscribed and Paid-Up Equity Share Capital of our Company is set forth below:
Date of No. of Face Issue Nature of Nature of Name of No. of
Allotment Equity Value Price Consideration Allotment Allottees Shares
Shares (₹) (₹) Allotted
allotted
On 1,000 10/- 10/- Cash Subscription Vinod Gupta 700
Incorporation to MOA Vijay Kumar 300
(August 27,
1999)
December 08, 9,000 10/- 10/- Cash Further Issue Vinod Gupta 4,500
2002 of Shares# Ravindra 4,500
Kumar Gupta
December 05, 54,20,000 10/- 0/- Other than Cash Bonus Issue Vinod Gupta
2023 (1:542)* 27,10,000
Arnima Gupta
27,10,000
89December 26, 1 0 / - 1 0 / - Other than Cash Rights Issue** Vinod Gupta
2023 64,00,000 32,00,000
Arnima Gupta
32,00,000
February 07, 1 0 / - 5 0 / - Cash Preferential Dipika Alug
2024 3,90,000 allotment*** 55,000
NLB Services
Private Limited 55,000
Sulabh Jain
10,000
Samyak Jain
30,000
Aditya Gupta
25,000
Vishwas Kohli
35,000
Radhika Chugh
40,000
Pranika Singla
30,000
Karan Raj
Sharma 40,000
Sunil Kumar
Gambhir HUF 30,000
Sandeep Bajaj
20,000
Sakshi Goyal
10,000
Pundrik Sharma
10,000
Note: All the above-mentioned shares are fully paid up since the date of allotment.
# The Board of Directors vide passing of Resolution on December 08, 2002, allotted 9,000 Equity Shares via Further issue.
*The Board of Directors vide passing of Resolution on December 05, 2023, allotted 54,20,000 Equity Shares via Bonus
Issue in the ratio of Five Hundred and Forty Two (542) Equity Shares for every one (1) existing fully paid-up Equity Share.
** The Board of Directors vide passing of Resolution on December 26, 2023, allotted 64,00,000 Equity Shares via Rights
Issue to existing shareholders for consideration other than cash i.e. property at B-87, 2nd Floor, Defence Colony, New
Delhi-110024 sold by Mr. Vinod Gupta and Mrs. Arnima Gupta to Armour Security (India) Ltd.
***The Board of Directors vide passing of Resolution on February 07, 2024, allotted 3,90,000 Equity Shares via
preferential allotment in consideration for cash.
#As certified by M/s PDMS & Co., Chartered Accountants vide certificate dated September 10,2025 having UDIN:
25099065BMNUZW3582
(1) Initial Subscribers to the Memorandum of Association of our company
Number
Name of the Face Value Issue Price of Equity
Sr. No. Category Nature of Allotment
Allottee (₹) (₹) Shares
Allotted
1 Vinod Gupta Promoter 10/- 10/- Subscription to MoA 700
2 Vijay Kumar Promoter 10/- 10/- Subscription to MoA 300
Total 1,000
(2) Allotment of shares dated December 08, 2002
90Number
Name of the Face Value Issue Price Nature of of Equity
Sr. No. Category
Allottee (₹) (₹) Allotment Shares
Allotted
1 Vinod Gupta Promoter 10/- 10/- Further Issue 4,500
2 Ravinder Kumar Promoter 10/- 10/- Further Issue 4,500
Gupta
Total 9,000
(3) Allotment of shares dated December 05, 2023
Number of
Name of the Nature of Equity
Sr. No. Category Face Value (₹) Issue Price (₹)
Allottee Allotment* Shares
Allotted
1 Vinod Gupta Promoter 10/- Nil Bonus Issue 27,10,000
2 Arnima Gupta Promoter 10/- Nil Bonus Issue 27,10,000
Total 54,20,000
*Bonus Ratio: Ratio of Bonus Issue was 542:1 i.e. (Five Forty Two (542) Equity Shares for every One (1) fully paid-up
Equity Share held) The Bonus issue was approved and proposed by the Board of Directors of our Company at the meeting
of Board of Directors held on November 27, 2023 and the same was approved by the Shareholders of our Company at the
Extra Ordinary General Meeting held on February 09, 2024 vide passing of Ordinary Resolution. Above allotment of
shares has been made out of the closing balance of Reserves and Surplus for the Year Ended September 30, 2023, available
for distribution to shareholders and no part of revaluation reserve has been utilized for this purpose. The shares issued in
the aforementioned Bonus Issue are eligible for minimum Promoters Contribution.
(4) Allotment of shares dated December 26, 2023
Number
Name of the Nature Of Of Equity
Sr. No. Category Face Value (₹) Issue Price (₹)
Allottee Allotment* Shares
Allotted
1 Vinod Gupta Promoter 10/- 10/- Right Issue 32,00,000
2 Arnima Gupta Promoter 10/- 10/- Right Issue 32,00,000
Total 64,00,000
*The said shares were issued for consideration other than cash. Mr. Vinod Gupta and Ms. Arnima Gupta, co-owners of the
property situated at B-87, 2nd Floor, Defence Colony, New Delhi-110024 has transferred the said property in favour of our
Company vide an Agreement to sale and purchase dated December 22, 2023. The said property was further registered with
the Sub-Registrar Office South-East Defence Colony, vide agreement to sell dated August 19, 2024. The valuation of the
said property was arrived at Rs 6,40,00,000/- vide a valuation report dated December 12, 2022 issued by Mr. Bhavin R.
Patel (Reg. No.: IBBI/RV/02/202214582).
(5) Allotment of shares dated February 07, 2024
Number of
Name of the Face Issue Nature of Equity
Sr. No. Category
Allottee Value (₹) Price (₹) Allotment Shares
Allotted
1. Dipika Alug 55,000
NLB Services
2. 55,000
Private Limited
3. Sulabh Jain 10,000
4. Samyak Jain Preferential 30,000
Public 10/- 50/-
5. Aditya Gupta Allotment 25,000
6. Vishwas Kohli 35,000
7. Radhika Chugh 40,000
8. Pranika Singla 30,000
9. Karan Raj 40,000
91Sharma
Sunil Kumar
10. 30,000
Gambhir HUF
11. Sandeep Bajaj 20,000
12. Sakshi Goyal 10,000
13. Pundrik Sharma 10,000
Total 3,90,000
3. History of Issued, Subscribed and Paid-Up Equity Share Capital of the Company
Except as disclosed below, we have not issued any Equity Shares for consideration other than cash, at any point of time
since Incorporation:
No. of Whether
Face Reasons Benefits
Equity Issue Consider No. of part of
Date of Valu of accrued
Shares Price -ation Allottees Shares Promoter/
Allotment e Allotmen to
allotted (₹) Allotted Promoter
(₹) t company
Group
Capitaliza Vinod
27,10,000 Promoter
Decembe tion of Gupta
54,20,00 Other Bonus
r 05, 10 Nil Reserves Arnima
0 than Cash Issue
2023 and Gupta 27,10,000 Promoter
Surplus(1)
Acquisiti Vinod
32,00,000 Promoter
on of Gupta
Decembe
64,00,00 Other Right Property
r 26, 10 10 Arnima
0 than cash Issue by the
2023 Gupta 32,00,000 Promoter
company(
2)
(1)Bonus Ratio: Ratio of Bonus Issue was 542:1 i.e. (Five Forty Two (542) Equity Shares for every One (1) fully paid-
up Equity Share held) The Bonus issue was approved and proposed by the Board of Directors of our Company at the
meeting of Board of Directors held on November 27, 2023 and the same was approved by the Shareholders of our
Company at the Extra Ordinary General Meeting held on November 27, 2023 vide passing of Ordinary Resolution.
Above allotment of shares has been made out of the closing balance of Reserves and Surplus for the Year Ended
September 30, 2023, available for distribution to shareholders and no part of revaluation reserve has been utilized for
this purpose. The shares issued in the aforementioned Bonus Issue are eligible for minimum Promoters Contribution.
(2)The said shares were issued for consideration other than cash. Mr. Vinod Gupta and Ms. Arnima Gupta, co-owners
of the property situated at B-87, 2nd Floor, Defence Colony, New Delhi-110024 has transferred the said property in
favour of our Company vide an Agreement to sale and purchase dated December 22, 2023. The said property was
further registered with the Sub-Registrar Office South-East Defence Colony, vide agreement to sell dated August 19,
2024. The valuation of the said property was arrived at Rs 6,40,00,000/- vide a valuation report dated December 12,
2022 issued by Mr. Bhavin R. Patel (Reg. No.: IBBI/RV/02/202214582).
4. Our company has not revalued our assets since inception and has not issued any Equity Shares by capitalizing any
revaluation reserves.
5. Our Company has not issued any Equity Shares in terms of any scheme approved under sections 391-394 of the
Companies Act, 1956 or sections 230-234 of the Companies Act, 2013, as applicable.
6. As on the date of the Prospectus, our Company has not issued any Equity Shares under any employee stock option
scheme or employee stock purchase scheme.
7. Issue of equity shares at a price lower than issue price during the last one year.
For the details of issue of equity shares at a price lower than issue price during the last one year, kindly refer the
sub-head titled “Allotment of shares dated February 07, 2024” under the head titled “History of Issued, Subscribed
and Paid-Up Equity Share Capital of the Company” under the chapter titled “Capital Structure” on page 88 of
this Prospectus.
928. Our Shareholding Pattern of the Company.
The table below presents the current shareholding pattern of the Company in accordance with Regulation 31 of SEBI LODR Regulations as on the date of this Prospectus:
No. of Shareholding, as a %
Shares assuming full conversion Number Number of
Shareholdi
No. of No. of Underl of convertible securities of Shares pledged or
ng as a % Number of Voting Rights held in each
Partl share ying (as a percentage of Locked otherwise
of total no. class of securities (IX) Number of
y s Outsta diluted share capital) in shares encumbered
of shares equity
No. of fully paid- under Total nos. nding (XI)= (VII)+(X) (XII) (XIII)
Category of Nos. Of (calculated shares held
Category paid-up up lying shares held convert As a % of (A+B+C2)
shareholder sharehol as per in
(I) equity shares equit Depo (VII) = No. of Voting Rights Total ible As a % of total No. (a) As a % No. (a)
(II) ders (III) SCRR, dematerializ
held (IV) y sitory (IV)+(V)+ Class: X Total as a securiti Shares held of total
1957) ed form
share Recei (VI)
(VIII) As a Y
% of es Shares
(XIV)
s held pts % of :s (A+B+ (includi held (b)
(V) (VI) s a C) ng
(A+B+C2) lC
Warra
nts) (X)
Promoter &
1,18,30,0
A Promoter 2 1,18,30,000 - - 1,18,30,000 96.80% 1,18,30,000 - 1,18,30,000 - - - - 1,18,30,000
96.80% 00
Group
B Public 5 3,90,000 - 3,90,000 3.20% 3,90,000 - 3,90,000 3.20% - - 3,90,000 - - 3,90,000
Non-
C Promoter- - - - - - - - - - - - - - - - -
Non-Public
Shares
C1 underlying - - - - - - -
- - - - - - - - -
DRs
Shares held
by
C2 - - - - - -
Employee - - - - - - - - -
-
Trusts
1,22,20,0 0.3273
Total 7 1,22,20,000 - - 1,22,20,000 100% 1,22,20,000 - 1,22,20,000 100% - - 40,000 1,22,20,000
00 %
93Our Company will file the shareholding pattern of the Company, in the form prescribed under Regulation 31 of the SEBI
(LODR) Regulations, one (1) day prior to the listing of the Equity shares. The shareholding pattern will be uploaded on the
website of Stock Exchange before commencement of trading of such Equity Shares.
Notes –
- As on date of this Prospectus, one (1) Equity share holds one (1) vote.
- The term “Encumbrance” has the same meaning as assigned under regulation 28(3) of SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011.
- We have only one class of Equity Shares of face value of ₹10/- each.
- We have entered into tripartite agreement with CDSL and NSDL.
- For lock-in details refer “ Promoter’s Contribution and Other Lock-in details” below.
9. List of Shareholders as on the date of this Prospectus:
Category of No. of % of the Pre-Issue % of the Post Issue
Name of Shareholder
Shareholder Shares held share capital share capital
Vinod Gupta Promoter 5915000 48.40% 35.06%
Arnima Gupta Promoter 5915000 48.40% 35.06%
Karan raj Sharma 40000 0.33% 0.24%
Sakshi Goyal 10000 0.08% 0.06%
Nlb services private limited Public 55000 0.45% 0.33%
Dipika Alug 55000 0.45% 0.33%
Ravi Ranjan 230000 1.88% 1.36%
Total 12220000 100.00% 72.44%
10. Details of Shareholding of the major shareholders of the Company
a) Set forth below is a list of Shareholders holding 1% or more of the paid-up share capital of the Company and the
number of Equity Shares held by them as on the date of filing of Prospectus.
Name of Number of Equity Shares(1) of Face value % of the Pre-Issue
Sr. No.
Shareholders ₹10 each share capital
Promoters
1. Vinod Gupta 59,15,000 48.40
2. Arnima Gupta 59,15,000 48.40
Public
3. Ravi Ranjan 2,30,000 1.88
Total 1,18,30,000 98.68
Notes:
(1) Details of shares held on January 07, 2026
b) None of the shareholders of the Company holding 1% or more of the paid-up capital of the Company as on the date
of the filing of this Prospectus are entitled to any Equity Shares upon exercise of warrant, option or right to convert
a debenture, loan, or other instrument.
(The rest of the page is intentionally left blank)
94c) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of the Company and the
number of shares held by them ten days prior to the date of filing of this Prospectus.
Name of Number of Equity Shares(1) of Face value % of the Pre-Issue
Sr. No.
Shareholders ₹10 each share capital
Promoters
1. Vinod Gupta 59,15,000 48.40
2. Arnima Gupta 59,15,000 48.40
Public
3. Ravi Ranjan 2,30,000 1.88
Total 1,18,30,000 98.68
Notes:
(1) Details of shares held on December 28, 2025
(2) There are no vested outstanding options
(3) Note: Mr. Vinod Gupta, one of our Promoters, was disqualified by the Registrar of Companies under Section 164(2)(a) of the Companies
Act, 2013 for the period from November 2016 to October 2021 due to non-filing of annual returns/financial statements by certain companies
in which he was a director. Notwithstanding such disqualification, his name continued to be reflected as a director of our Company and he
had also signed financial statements for FY 2019-20. Our Company has since taken corrective steps, including filings before the Registrar of
Companies, and the period of disqualification has expired. The Merchant Banker and the Company confirm that necessary disclosures have
been made in this Prospectus in compliance with Regulations 24(1) and 25(2)(b) of the SEBI (ICDR) Regulations, 2018. For further details
in relation to the implications of such disqualification, please refer to the section ‘Risk Factors’ on page 38 of this Prospectus.
d) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of the Company and the
number of shares held by them one (01) year prior to filing of this Prospectus.:
Number of Equity Shares(1) of Face value % of the Pre-Issue
Sr. No. Name of Shareholders
₹10 each share capital
Promoters
1 Vinod Gupta 59,15,000 48.40%
2 Arnima Gupta 59,15,000 48.40%
Total 1,18,30,000 96.80%
Notes:
(1) Details of shares held on January 06, 2025
(2)There are no vested outstanding options
(3) Mr. Vinod Gupta, one of our Promoters, was disqualified by the Registrar of Companies under Section 164(2)(a) of the Companies Act,
2013 for the period from November 2016 to October 2021 due to non-filing of annual returns/financial statements by certain companies in
which he was a director. Notwithstanding such disqualification, his name continued to be reflected as a director of our Company and he had
also signed certain financial statements for FY 2019-20. Our Company has since taken corrective steps, including filings before the Registrar
of Companies, and the period of disqualification has expired. The Merchant Banker and the Company confirm that necessary disclosures have
been made in this Prospectus in compliance with Regulations 24(1) and 25(2)(b) of the SEBI (ICDR) Regulations, 2018. For further details
in relation to the implications of such disqualification, please refer to the section ‘Risk Factors’ on page 38 of this Prospectus
e) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of the Company and the
number of shares held by them two (02) years prior to the date of filing of this Prospectus.:
Number of Equity Shares(1) of Face value
Sr. No. Name of Shareholders % of the Pre-Issue share capital
₹10 each
Promoters
1 Vinod Gupta 59,15,000 48.40%
2 Arnima Gupta 59,15,000 48.40%
Total 1,18,30,000 96.80%
Notes:
(1) Details of shares held on January 06, 2024
(2)There are no vested outstanding options
(3) Mr. Vinod Gupta, one of our Promoters, was disqualified by the Registrar of Companies under Section 164(2)(a) of the Companies Act,
2013 for the period from November 2016 to October 2021 due to non-filing of annual returns/financial statements by certain companies in
which he was a director. Notwithstanding such disqualification, his name continued to be reflected as a director of our Company and he had
also signed certain financial statements during the FY 2019-20. Our Company has since taken corrective steps, including filings before the
Registrar of Companies, and the period of disqualification has expired. The Merchant Banker and the Company confirm that necessary
disclosures have been made in this Prospectus in compliance with Regulations 24(1) and 25(2)(b) of the SEBI (ICDR) Regulations, 2018.
For further details in relation to the implications of such disqualification, please refer to the section ‘Risk Factors’ on page 38 of this
Prospectus
f) Our Company has not made any public Issue (including any rights issue to the public) since its incorporation.
95g) As on the date of Prospectus, the Company does not have any intention or proposal to alter its capital structure
within a period of six (06) months from the date of opening of the Issue by way of split/consolidation of the
denomination of Equity Shares or Right Issue of Equity Shares whether preferential or bonus, rights, or further
public issue basis. (Including issue of securities convertible into or exchangeable, directly, or indirectly for Equity
Shares), whether on a private placement basis / preferential basis, or by way of issue of bonus Equity Shares, or on
a rights basis, or by way of further public issue of Equity Shares, or otherwise. However, the Company may raise
further capital if the Board of Directors of the Company are of the opinion that the Company is in need of further
funds subject to the necessary approvals.
11. History of the Equity Share capital held by our Promoters:
As on the date of this Prospectus, the Promoters of the Company, hold 1,18,30,000 Equity Shares, equivalent to 96.80%
of the pre-IPO issued, subscribed and paid-up Equity Share capital of the Company and none of the Equity Shares held
by the Promoter are subject to any pledge.
All the Equity Shares held by our Promoters as detailed herein below, were fully paid-up on the respective dates of
allotment of such Equity Shares.
Set forth below are the details of the build – up of our Promoters’ shareholding in the Company since incorporation:
a. Vinod Gupta
Source of
Issue/
Face promoter
Transfer
Date of Number Value Contribution
Price Nature Cumulative Consideration
Allotment/ of per Nature of (Personal
per of No. of (cash/other
Acquisition/ Equity Equity Transaction Income/
Equity Consideration Shares than cash)
Transfer Shares Share Saving,
Share
(Rs.) borrowing,
(Rs.)
Gift)
Subscription Personal
27/08/1999 700 10 10 Cash 700 7000
to MoA Income/Savings
Further Personal
08/12/2002 4,500 10 10 Cash Issue 5,200 45000 Income/Savings
Transfer to Gift given
Arnima 5,000
07/10/2008* (200) 10 - Gift -
Gupta by
way of Gift
No N.A
05/12/2023 27,10,000 10 Nil Bonus Issue 27,15,000 -
Consideration
Sale of owned
property at B-
Consideration
87, 2nd Floor,
26/12/2023 32,00,000 10 10 Other than Right Issue 59,15,000 3,20,00,000
Defence
Cash
Colony, New
Delhi-110024
• The above stated details w.r.t. the share transfers have been verified from the statutory records i.e. statutory registers
and Minutes of the Board Meeting of the Company, however our Company is unable to trace the share transfer forms
further the List of share transfers is missing in the Annual Return of the Company for Financial Year ended March
31, 2009. However, the list of shareholders as provided in the Annual Return of the Company for Financial Year
ended March 31, 2009 shows the details of shareholding, post effecting the above stated share transfer. As the
Companies Act, 2013 does not mandate the Company to maintain the Share Transfer Forms for any specified period
of time, there is no risk that our company anticipates w.r.t to the above stated transfers.
• Note: Mr. Vinod Gupta, one of our Promoters, was disqualified by the Registrar of Companies under Section 164(2)(a) of the Companies Act,
2013 for the period from November 2016 to October 2021 due to non-filing of annual returns/financial statements by certain companies in which
he was a director. Notwithstanding such disqualification, his name continued to be reflected as a director of our Company and he had also signed
certain financial statements during the FY 2019-20. Our Company has since taken corrective steps, including filings before the Registrar of
Companies, and the period of disqualification has expired. The Merchant Banker and the Company confirm that necessary disclosures have been
96made in this Prospectus in compliance with Regulations 24(1) and 25(2)(b) of the SEBI (ICDR) Regulations, 2018. For further details in relation
to the implications of such disqualification, please refer to the section ‘Risk Factors’ on page 38 of this Prospectus
2. Arnima Gupta
Issue/ Source of
Face
Transfe promoter
Date of Value
Number r Nature Cumulativ Consideratio Contributio
Allotment/ per Nature of
of Price of e n n (Personal
Acquisitio Equit Transactio
Equity per Consideratio No. of (cash/other Income/
n/ y n
Shares Equity n Shares than cash) Saving,
Transfer Share
Share borrowing,
(Rs.)
(Rs.) Gift)
24/07/200 Transfer from - Gift received
300 10 - Gift 300
7 Vijay Kumar
Transfer from
07/10/200 200 10 - Gift Vinod Gupta 500 - Gift received
8
- Transfer from
07/10/200
4,500 10 Gift Ravinder 5,000 - Gift received
8
Kumar
Consideratio
05/12/202 27,10,00
10 Nil n Other than Bonus Issue 27,15,000 - N.A
3 0
Cash
Sale of
owned
Consideratio property at B-
26/12/202 32,00,00
10 10 n Other than Right Issue 59,15,000 3,20,00,000 87, 2nd
3 0
Cash Floor,
Defence
Colony, New
Delhi-110024
(1) The above stated details w.r.t. the share transfer have been verified from the statutory records i.e. statutory registers
and Minutes of the Board Meeting and the Annual Return the Company for financial year ending March 31, 2007,
however our Company is unable to trace the Share Transfer Forms. As the Companies Act, 2013 does not mandate
the Company to maintain the Share Transfer Forms for any specified period of time, there is no risk that our company
anticipates w.r.t to the above stated transfers.
(2) The above stated details w.r.t. the share transfers have been verified from the statutory records i.e. statutory registers
and Minutes of the Board Meeting of the Company, however our Company is unable to trace the share transfer forms
further the List of share transfers is missing in the Annual Return of the Company for Financial Year ended March
31, 2009. However, the list of shareholders as provided in the Annual Return of the Company for Financial Year
ended March 31, 2009 shows the details of shareholding, post effecting the above stated share transfer. As the
Companies Act, 2013 does not mandate the Company to maintain the Share Transfer Forms for any specified period
of time, there is no risk that our company anticipates w.r.t to the above stated transfers.
As certified by M/s PDMS & Co. LLP Chartered Accountants vide certificate dated December 30,2025
(The rest of the page is intentionally left blank)
9712. Shareholding of our Promoters and Promoter Group
The details of shareholding of our Promoters, and the Promoter Group (other than our Promoters) as on the date of this
Prospectus are set forth below:
Pre-Issue Post-Issue
Number of Equity Number of
Particulars
Shares of face value % Equity Shares of face %
₹ 10/- each value ₹ 10/- each
Promoter
Vinod Gupta 59,15,000 48.40% 59,15,000 35.06
Arnima Gupta 59,15,000 48.40% 59,15,000 35.06
Total Promoter Shareholding (A) 1,18,30,000 96.80% 1,18,30,000 70.12
Promoter Group (other the Promoter) Nil Nil Nil Nil
Total Promoter Group Shareholding (B) Nil Nil Nil Nil
Total Promoter & Promoter Group
1,18,30,000 96.80% 1,18,30,000 70.12
(A+B)
13. There are no Equity Shares which were acquired/ purchased/ sold by the Promoter / Promoter Group / the directors of
our company and their relatives within six months immediately preceding the date of this Prospectus.
14. Details w.r.t secondary transaction during the last three years preceding the date of this Prospectus.
Following the company’s conversion from a Private Limited Company to a Public Limited Company, secondary
transactions that have taken place between public shareholders have been conducted in Demat form and our Company is
not privy to the said transactions between the public shareholders. Hence, the company does not have access to the details
of said transactions such as the date on which the secondary transaction took place and consideration paid for the said
transactions. Accordingly, our Company does not have any data relating to the secondary transactions that occurred after
the date of conversion from a Private Limited Company to Public Limited Company w.e.f. May 03, 2024. Further there
has been no secondary transaction from March 03, 2022 till demat of the shares.
15. As on the date of this Prospectus, the Company has 7 Members/Shareholders.
16. There are no financing arrangements whereby the promoter, member of promoter group, the directors of our company
and their relatives have financed the purchase of the Equity Shares of our Company by any other person during the period
of six months immediately preceding the date of filing of this Prospectus.
17. Cost of Acquisition
a) Average Cost of Acquisition
The average cost of acquisition of Equity Shares for our Promoter, Promoter Group as on the date of this Prospectus is
as set out below:
Name of the Promoter and promoter group No. of Shares held Average Cost of Acquisition per
Share (In Rs.)
Vinod Gupta 59,15,000 5.42
Arnima Gupta 59,15,000 5.41
Mr. Ravinder Gupta NIL NA
Mr. Ashok Gupta NIL NA
Ms. Veena Gupta NIL NA
Master Viarn raj Gupta NIL NA
Miss Rachel Gupta NIL NA
Mr.Ram kishan NIL NA
Ms. Aruna Gupta NIL NA
98Ms. Payal Gupta NIL NA
Ms. Shweta Gupta NIL NA
Mr. Bhavesh Gupta NIL NA
Ms. Shashi Gupta NIL NA
Mr. Mayur Gupta NIL NA
Armour IT Solutions Private Limited NIL NA
Viarn Infrastructure Private Limited NIL NA
Vinod Gupta and sons HUF NIL NA
Armour Security India NIL NA
*As certified by Statutory Auditor, P D M S And Co., Chartered Accountants, by way of their certificate dated December 30
, 2025
b) Weighted Average Cost of Acquisition by Promoters in last one year:
There has been no transaction entered into by the Promoters of our Company in the last one year**.
c) Weighted average cost of acquisition of all shares transacted in last 3 years, 18 months and 1 years, from the date
of this Prospectus:
Period No. of Shares Transacted Weighted Average cost of acquisition (in ₹)#
Last 1 year NIL NIL
Lat 18 months NIL NIL
Last 3 year 1,22,10,000 6.84
#Following the company’s conversion to a Public Limited, transfers that have taken place between public shareholders
have been conducted in Demat form and Armour Security (India). Ltd. (i.e. Company) is not privy to the said transactions
between the public shareholders. Hence, the company does not have access to the details of said transactions such as the
date on which sale transaction took place and consideration paid for the said transactions. Therefore, said transactions
are not included while computing the cost of acquisition.
#As certified by Statutory Auditor, P D M S And Co., Chartered Accountants, by way of their certificate dated December
30, 2025.
18. Details of Our Directors and KMP Shareholding:
Sr Name of Designation No. of Equity Share of face % of Pre-Issue Equity
No. Director/KMP value ₹ 10/- each Share Capital
1 Arnima Gupta Managing Director 59,15,000 48.40%
2 Brij Bhushan Gupta Whole Time Director Nil Nil
3 Krishna Kumar Singh Non-Executive Nil Nil
Independent Director
4 Shrikant Shriram Non-Executive Nil Nil
Modak Independent Director
5 Nilendra Kumar Non-Executive Nil Nil
Independent Director
6 Subodh Jindal Chief Financial Officer Nil Nil
7 Shakshi Mishra Company Secretary & Nil Nil
Compliance Officer
9919. Promoter’s Contribution and Other Lock-in details
Details of Promoter’ contribution locked in for three years.
Pursuant to Regulation 236 & 238 of the SEBI (ICDR) Regulations, an aggregate of at least 20% of the post Issue Equity
Share capital of the Company held by our Promoter shall be considered as Promoter’ contribution (“Promoter Contribution”)
and locked in for a period of three years from the date of Allotment. Further promoters’ holding in excess of minimum
promoters’ contribution shall be locked-in fifty percent. of promoters’ holding in excess of minimum promoters’ contribution
shall be locked in for a period of two years from the date of allotment in the initial public offer and remaining fifty percent.
of promoters’ holding in excess of minimum promoters’ contribution shall be locked in for a period of one year from the
date of allotment in the initial public offer. Our Promoter have granted consent to include such number of Equity Shares held
by them as may constitute 20% of the post issue Equity Share capital of the Company as Promoter Contribution and have
agreed not to sell or transfer or pledge or otherwise dispose of in any manner, the Promoter Contribution from the date of
filing of this Prospectus until the commencement of the lock-in period specified above. Pursuant to regulation 239 of SEBI
(ICDR) pre-issue capital held by persons other than the promoters shall be locked-in for a period of one year from the date
of allotment in the initial public offer. Details of the Equity Shares forming part of Promoter Contribution and person other
than promoters are proposed to be locked-in for a period are as follows:
Name of the Lock in Quantity For Lock in Quantity Lock in Quantity
Sr. No. Total
Applicant 3 years For 2 years For 1 years
P romoters
1 Vinod Gupta 16,90,374 21,12,313 21,12,313 59,15,000
2 Arnima Gupta 16,90,374 21,12,313 21,12,313 59,15,000
Public
3 Karan Raj Sharma - - 40,000 40,000
4 Sakshi Goyal - - 10,000 10,000
NLB Services
5 - - 55,000 55,000
Private Limited
6 Dipika Alug - - 55,000 55,000
7 Ravi Ranjan - - 2,30,000 2,30,000
Total Quantity 33,80,748 42,24,626 46,14,626 12220000
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100SECTION VII – PARTICULARS OF THE ISSUE
OBJECTS OF THE ISSUE
The Issue comprises of fresh Issue of up to 46,50,000* Equity Shares of face value of ₹ 10/- per share our Company at
an Issue Price of ₹ 57.00/-per Equity Share, aggregating to ₹ 2,650.50 lakhs by our Company. The proceeds from the
Issue after deducting Issue related expenses are estimated to be ₹ 318.06 lakhs (the “Net proceeds”).
*Subject to finalization of basis of allotment
1. Funding of working capital requirements of the Company
2. Funding Capital expenditure requirements for purchasing of machinery, equipments and vehicles
3. Pre-payment/re-payment of, in part or full, certain outstanding borrowings of our Company
4. General Corporate Purpose
(Collectively, referred as the “objects”)
Our Company believes that listing will enhance our Company’s corporate image, brand name and create a public market
for its Equity Shares in India besides unlocking the value of our Company. Having a listing on a stock exchange also
affords our company increased credibility with the public, having the company indirectly endorsed through having their
stock traded on the exchange. It also Improves supplier, investor and customer confidence and improves our standing in
the market place. It will also provide liquidity to the existing shareholders.
The main objects clause of our Memorandum of Association and the objects incidental and ancillary to the main objects
enables our Company to undertake the activities for which funds are being raised in the Issue. The existing activities of
our Company are within the objects clause of our Memorandum.
ISSUE PROCEEDS
The proceeds of the Issue, after deducting Issue related expenses, are summarized in the table below:
Particulars Estimated (Amount ₹ in lakh)
Gross Proceeds from the Fresh Issue 2,650.50
(Less) Issue Related Expenses (1) 318.06
Net Proceeds(2) 2,332.44
1. The Issue related expenses are estimated expenses and subject to change.
2. To be finalized upon determination of the Issue Price and updated in the Prospectus prior to the filing with the RoC
REQUIREMENT OF FUNDS
Our funding requirements are dependent on a number of factors which may not be in the control of our management
like, changes in our financial condition, current commercial conditions, etc. Such factors may entail rescheduling and /
or revising the planned expenditure and funding requirement and increasing or decreasing the expenditure for a particular
purpose from the planned expenditure.
The following table summarizes the requirements of the fund:
Sr. No. Particulars Amount (₹ In Lakhs)
1. Funding of Working Capital requirements 1,510.79
2. Funding Capital expenditure requirements for purchasing of
161.27
machinery, equipment and vehicles
1013. Pre-payment/re-payment of, in part or full, certain outstanding
300.00
borrowings of our Company
4. General Corporate Expenses* 360.39
*To be finalized on determination of the Issue Price and updated in the Prospectus prior to filing with the ROC and shall not exceed
15% of the Gross Proceeds or 1,000 Lakhs whichever is lower.
The fund requirements, the deployment of funds and the intended use of the Net Proceeds as described herein are based
on our current business plan, management estimates, and other commercial and technical factors. Given the dynamic
nature of our business, we may have to revise our expenditure and fund requirement as a result of variations in cost
estimates on account of variety of factors such as changes in our financial condition, business or strategy as well as
external factors which may not be in our control and may entail rescheduling and revising the planned expenditure and
funding requirement and increasing or decreasing the expenditure for a particular purpose from the planned expenditure
at the discretion of our management.
These fund requirements have not been appraised by any bank, financial institution or any other external agency. Our
Company may have to revise its funding requirements and deployment on account of a variety of factors, including but
not limited to our financial and market condition, business and strategy, competition, interest rate fluctuations and other
external factors, which may not be within the control of our management. This may entail rescheduling or revising the
planned expenditure and funding requirements, including the expenditure for a particular purpose at the discretion of our
management, subject to applicable law. See Risk factor no 27 titled “The Objects of the Issue 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.” under the Section titled “Risk Factors” starting from page 38 of this Prospectus.
The deployment of funds in the project is entirely at our discretion, based on the parameters as mentioned in the chapter
titles “Objects of the Issue” on page 101 of this Prospectus.
In the event of any shortfall of funds for the activities proposed to be financed out of the Net Proceeds as stated above,
our Company may re-allocate the Net Proceeds to the activities where such shortfall has arisen, subject to availability
and compliance with applicable laws. Further, in case of shortfall in the Net Proceeds or cost overruns, our management
may explore a range of options including utilizing our internal accruals or seeking additional equity and/or debt
arrangements from existing and future lenders or any combination of them. If the actual utilisation towards any of the
Objects is lower than the proposed deployment such balance will be used for (i) general corporate purposes to the extent
that the total amount to be utilised towards general corporate purposes will not exceed 15% of the Gross Proceeds from
the Issue or ₹ 1,000.00 lakhs, whichever is lower in accordance with the SEBI ICDR Regulations, or (ii) towards any
other object where there may be a shortfall, at the discretion of the management of our Company and in compliance with
applicable laws.
In case of any surplus after utilization of the Net Proceeds for the stated objects, including any surplus unutilized Issue
related expenses, we may use such surplus towards general corporate purposes, subject to general corporate purposes
will not exceed 15% of the Gross Proceeds from the Issue or ₹ 1,000.00 lakhs, whichever is lower in accordance with
the SEBI ICDR Regulations.
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102PROPOSED SCHEDULE OF IMPLEMENTATION AND UTILIZATION OF NET PROCEEDS
We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of
implementation and deployment of funds set forth in the table below:
(Rs in Lakhs)
Estimated Estimated Estimated
Amount to be schedule of schedule of schedule of
funded from Net deployment of deployment of deployment of
Particulars
Proceeds (₹ In Net Proceeds in Net Proceeds in Net Proceeds in
Lakhs) FY2026 FY2027 FY2028 (₹ In
(₹ In Lakhs) (₹ In Lakhs) Lakhs)
Funding of Working Capital
1,510.79 710.79 800.00
requirements
Funding Capital expenditure
requirements for purchasing of 161.27 161.27 - -
machinery, equipment and vehicles
Pre-payment/re-payment of, in part or
full, certain outstanding borrowings of 300.00 300.00 - -
our Company
General Corporate Expenses* 360.38 180.20 180.18 -
Total 2,332.44 1352.26 980.18 -
*To be finalized on determination of the Issue Price and updated in the Prospectus prior to filing with the ROC.
Our fund requirements and proposed deployment of the Net Proceeds are based on our internal management estimates
as per our business plan based on current circumstances of our business prevailing market conditions which are subject
to change. Further, such fund requirements and proposed deployment of funds have not been appraised by any bank or
financial institution or any other independent agency. We may need to revise our estimates from time to time in light of
various factors such as changes in costs, our financial condition, business and strategy or external circumstances such as
market conditions, the economic conditions, changing regulatory policies, prevailing competitive environment, interest
rate fluctuations, which may not be in our control. This may entail rescheduling the proposed utilization of the Net
Proceeds and changing the allocation of funds from our planned allocation at the discretion of our management, subject
to compliance with applicable laws. In the event that the estimated utilization out of the Net Proceeds in a Fiscal is not
met (in part or full), such an unutilized amount shall be utilized in the succeeding Fiscal(s), as determined by our
Company, in accordance with applicable law. This may entail rescheduling and revising the planned expenditure and
funding requirement and increasing or decreasing the expenditure for a particular purpose from the planned expenditure
at the discretion of our management, subject to compliance with applicable law.
As per Management estimation, the majority of the total amount proposed to be utilized from the IPO Proceeds for the
above-mentioned purpose is to be deployed by March 31, 2026.
If the Net Proceeds towards any of the Objects are not completely utilized towards such objects by March 31, 2026, such
amounts will be utilized (in part or full) in subsequent periods as determined by us, in accordance with applicable law.
Any expenditure after filing of Prospectus till the listing for the above-mentioned objects, will be reimbursed to the
Company on actually basis from the IPO Proceeds.
MEANS OF FINANCE
Our Company proposes to meet the entire requirement of funds for the objects of the Issue from the following means.
1. Issue of Equity Shares through this Prospectus.
2. Internal Accruals of the Company.
103The requirements of the objects detailed above are intended to be funded from the Proceeds of the Issue.
Accordingly, we confirm that there is no requirement for us to make firm arrangements of finance under
Regulation 230(1)(e) and 9 (C) of Part A of Schedule VI of SEBI (ICDR) Regulations, through verifiable means
towards at least 75% of the stated means of finance, excluding the amount to be raised from the proposed public
Issue or through existing identifiable internal accruals.
The fund requirement and deployment are based on internal management estimates and have not been appraised by any
bank or financial institution. These are based on current conditions and are subject to change in light of changes in
external circumstances or costs, other financial conditions, business, or strategy, as discussed further below. See Risk
factor no 27 titled “The Objects of the Issue 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.” under the Section titled
“Risk Factors” starting from page 38 of this Prospectus. The deployment of funds in the project is entirely at our
discretion, based on the parameters as mentioned in the chapter titles “Objects of the Issue” on page 101 of this
Prospectus.
In case of variations in the actual utilization of funds allocated for the purposes set forth above, increased fund
requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the other purposes
for which funds are being raised in this Issue. If surplus funds are unavailable, the required financing will be through our
internal accruals.
We may have to revise our fund requirements and deployment as a result of changes in commercial and other external
factors, which may not be within the control of our management. This may entail scheduling, revising, or cancelling the
fund requirements and increasing or decreasing the fund requirements for a particular purpose from its fund requirements
mentioned below, at the discretion of our management. In case of any shortfall or cost overruns, we intend to meet our
estimated expenditure from internal accruals. In case of any such re-scheduling, it shall be made in compliance of the
relevant provisions of the Companies Act, 2013.
DETAILS OF THE OBJECTS OF THE ISSUE
1. FUNDING OF WORKING CAPITAL REQUIREMENTS OF THE COMPANY
Our business is working capital intensive, and we fund the majority of our working capital requirements through internal
accruals, net worth, financing from various banks and financial institutions, and unsecured loans. Given our current and
potential operations, we anticipate an increase in working capital requirements.
To expand operations and participate in larger government bids and tenders, we need to deposit certain amounts as
Earnest Money Deposits (EMD). These amounts will be blocked for the duration of the contract. Additionally, we need
to ensure timely payments to employees, even though the payment cycles and employee expenses do not always align.
On average, we must maintain sufficient working capital to fund and procure major tenders, which will contribute to an
increase in revenue. This will also allow us to invest in employee training which is not limited to regular updates on
technology, enhancing service quality and customer satisfaction.
In order to support these processes, increase operations, and boost revenue, as well as strengthen our brand value through
the provision of high-quality services, we need to maintain adequate working capital. To address these needs, we have
proposed allocating ₹ 1,510.79 Lakhs from the Issue proceeds to meet our working capital requirements.
Basis of Estimation of Working Capital Requirements
Details of the estimation of working capital requirement are as follows:
(₹ In Lakhs)
Sr. Particulars Actual Actual Actual Actual
No. Fiscal 2023 Fiscal 2024 Fiscal 2025 September 30,
2025
I CURRENT ASSETS
104Sr. Particulars Actual Actual Actual Actual
No. Fiscal 2023 Fiscal 2024 Fiscal 2025 September 30,
2025
Trade Receivables 925.56 774.51 811.65 906.10
Short-term loans and 30.27 31.87 7.58 160.41
advances
Other Current Assets 79.35 76.02 176.07 210.03
Total Current Assets 1,276.54
(A) 1,035.18 882.40 995.30
CURRENT
LIABILITIES
Accounts Payables 412.70 74.64 13.69 15.63
Other Current 230.77 8.84 5.02 5.02
Liabilities
II Short term provisions 448.89 633.62 385.90 433.65
Total Current 454.30
Liabilities (B) 1,092.36 717.10 404.61
II Working Capital 822.24
Requirement (A-B) (57.18) 165.30 590.69
On the basis of the existing working capital requirements, the Board of Directors of the company pursuant to its
resolution dated December 30, 2025 has approved the estimated and projected working capital requirements for Fiscal
2026, 2027 and 2028 as set forth below:
(₹ in Lakhs)
Sr. Particulars Projected Projected Projected
No. Fiscal 2026 Fiscal 2027 Fiscal
2028
I CURRENT ASSETS
Trade Receivables 1,556.43 2,391.20 3,753.42
Short-term loans and advances 252.68 378.55 571.01
Other Current Assets 339.91 687.13 1,078.57
Total Current Assets (A) 2,149.02 3,456.88 5,402.99
II CURRENT LIABILITIES
Accounts Payables 123.32 172.03 243.19
Other Current Liabilities 26.83 41.23 77.66
Short term provisions 698.58 1,190.46 2,011.48
Total Current Liabilities (B) 848.73 1,403.71 2,332.32
III Working Capital Requirement (A-B) 1,300.29 2,053.17 3,070.67
IV Funding Pattern
Net Proceeds from IPO 710.79 800.00
Short Term Borrowings -
Internal Accruals/Net Worth 40.22 39.82 39.82
*Total Current Assets does not include balances of Cash and cash equivalents
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105Key assumptions for working capital projections made by the Company:
Actual Actual Actual Projected Projected Projected
Particulars Basis FY 2022- FY 2023- FY 2024- FY 2025- FY 2026- FY 2027-
23 24 25 26 27 28
Debtor Days Revenue from 99 94 81 81 87 87
Operations
Creditor days Employee 61 34 6 6 9 9
Benefit
Expenses
• The holding period level (in days) of Trade Receivables is calculated by dividing average trade receivables by revenue
from operations multiplied by number of days in the year/period (365).
• Holding period level (in days) of Trade Payables is calculated by dividing Trade Payables Days by employee benefit
expenses multiplied by number of days in the year/period (365)
Justification for “Holding Period” levels derived from our Restated Financial Statements
Sr. No. Particulars
The historical trade receivables holding period has ranged from 80 to 99 days during Fiscal
Years 2023 to 2025. More than 50% of the company's contracts are with private organizations
wherein the credit terms are typically between 80 to 90 days. However, post the proposed IPO,
the company intends to focus both on the government contracts and private institutions. Thus,
the Company anticipates the credit terms to range and maintain 80 – 90 days. These projected
trade receivable days are consistent with projected growth trajectory of the Company and the
past performance.
Debtors
With the infusion of working capital, the company plans to secure additional contracts, many
of which require investment or deposit of Earnest Money Deposits (EMD) or performance
guarantees in the form of fixed deposits with banks. This will significantly increase revenue,
which will, in turn, lead to a substantial rise in trade receivables. For the Fiscal Years 2027 to
2028, the holding period for trade receivables is anticipated to range between 90 and 100 days
of total revenue from operations, which aligns with our strategy to secure more contracts with
government organizations.
The Company operates in the manpower supply services sector and, in the course of delivering
these services, procures certain consumables such as employee uniforms, safety equipment,
and tools required for security and facility management services. Historically, the Company’s
trade payable holding period has reduced significantly, from 61 days in FY 2023 to 34 days in
FY 2024 and further to 6 days in FY 2025. Given the nature of the business model, where the
majority of expenses are employee benefit costs and only limited transactions relate to trade
Trade payable payables, the Company expects its trade payable cycle to remain in the range of 6 to 10 days
days during FY 2026 to FY 2028. This expectation also factors in the proposed funding, which will
be utilised to secure early payment discounts from suppliers, and the relatively lower proportion
of trade payables as compared to the Company’s direct costs.
With the infusion of additional working capital, the company aims to reduce its trade payable
days to 6 to 10 days in Fiscal Year 2026, FY 2027 and FY 2028. By shortening the time, it
takes to settle payables, the company plans to negotiate more favorable terms with suppliers.
Year-wise detailed rationale for increase in working capital requirements in past 3 FY and stub period is
provided hereunder:
During FY 2025, the Company experienced a notable shift in its revenue composition, with the proportion of revenue
from government clients increasing from 42% in FY 2024 to 53.5% in FY 2025 and 53.57% in September 30, 2025.
This transition has had a direct impact on the Company’s working capital requirements. Government projects typically
entail longer execution cycles, extended billing and payment timelines, and substantial upfront commitments, including
Earnest Money Deposits (EMD), Margin Money for Bank Guarantees (MMD), and various compliance-related costs.
106As a result, the overall working capital intensity of the business has increased significantly.
With the infusion of funds from the proposed IPO, the Company intends to strategically expand its participation in larger-
value government tenders. Such tenders require the Company to incur upfront expenses related to manpower
deployment, training, statutory compliances, and project mobilisation well before any revenue recognition or cash
inflows occur.
In both government and non-government contracts, the Company does not receive any advance payments. As per
prevailing industry practice, manpower is deployed first, and payments are realised only after services are rendered and
invoices are raised following completion of the billing cycle. Consequently, there exists an inherent timing gap between
the outflow of funds (toward employee remuneration, statutory dues, EMD/MMD, and operational overheads) and the
inflow of funds from client payments. This gap leads to a higher working capital requirement as a percentage of revenue.
Such timing differences are inherent to the manpower outsourcing and security services industry and are a key reason
for the Company’s elevated working capital needs in both segments.
The Company’s focus on scaling up government projects, which typically have longer payment cycles but stable margins,
is the primary driver behind the increase in working capital requirements during the past and projected periods.
Additionally, the Company is in the process of expanding its service portfolio to include drone-based surveillance and
technology-enabled manpower solutions. Execution of such technologically advanced projects involves upfront
expenses toward employee training, certification, and capability enhancement. To remain competitive and qualify for
such tenders, the Company must ensure that its personnel are trained and certified in accordance with applicable
standards, and that it possesses the necessary institutional qualifications for bid eligibility. These preparatory costs form
part of pre-operational working capital requirements.
As projected, trade receivables are expected to remain in line with historical trends, with receivable days ranging between
80 and 100 days. The increase in absolute receivable balances is a function of the higher projected turnover rather than
any deterioration in collection efficiency. Historically, payments from government and institutional clients have been
realised within 80–100 days, which remains consistent with the industry norm.
During FY 2025, certain long-outstanding trade payables that had been pending for two to three years were reviewed
and written off after due assessment, as these balances were no longer payable due to reasons such as poor-quality
supplies, non-performance, or absence of further demand. This one-time write-off led to a reduction in trade payable
days in FY 2025. Excluding this exceptional adjustment, the Company continues to settle all trade payables in accordance
with agreed credit terms. The reduction in payable days, therefore, represents a prudent management decision rather than
a change in operational practices.
The composition of revenue over the last three financial years is as follows:
September %
Customer Type FY 2024-25 % FY 2023-24 % FY 2022-23 %
30, 2025
Government 1,054.24 53.57% 1907.10 53.49% 1,375.39 42% 1,268.28 44%
Non-Government 913.61 46.43% 1658.43 46.51% 1,917.90 58% 1,616.36 56%
Grand Total 1,967.85 100% 3565.54 100% 3,293.29 100% 2,884.64 100%
As shown above, revenue from government projects has steadily increased, resulting in a higher working capital
deployment due to the requirement of EMDs, MMDs, and performance guarantees, along with longer billing and
collection cycles.
For the forecast period, the Company’s projections are based on continued revenue growth from government contracts,
while maintaining receivable cycles consistent with historical trends. However, the expansion in scale, project size, and
prequalification requirements has naturally resulted in a higher absolute working capital requirement to support
manpower mobilisation, training, and project execution.
The working capital turnover ratio has increased from 16.57% in FY 2025 to 24.23% in FY 2026 and 24.90% in FY
2027, reflecting improved utilisation of capital relative to revenue growth.
As of November 8, 2025, the Company’s confirmed order book stands at ₹4,318.53 lakhs, expected to be executed within
the next 6–12 months. A majority of these contracts are with recurring government and institutional clients, who typically
award short-term projects (three months to one year), renewed regularly based on the Company’s performance and
107compliance record. In addition to the confirmed orders, the Company has a robust pipeline of tenders under evaluation
and anticipates securing larger contracts upon the deployment of IPO proceeds.
The Company is also preparing to expand into drone-based surveillance and other technology-enabled manpower
services, which are gaining prominence in government procurement. Participation in such tenders requires significant
pre-operational investments toward employee training, certification, and infrastructure. These initiatives form an integral
part of the Company’s growth and competitiveness strategy and will contribute to temporary increases in pre-deployment
working capital.
The above order mix clearly demonstrates that approximately 70.71% of the Company’s order book is derived from
government and government-linked institutions. This business mix inherently necessitates maintaining higher working
capital levels to support project execution, manpower mobilisation, and statutory compliance requirements.
Our Company therefore requires additional working capital to expand operations and participate in larger government
tenders and contracts. To qualify for and execute such projects, we are required to maintain deposits such as EMDs,
MMDs, and bank guarantees, which remain blocked for the duration of the contracts. In the manpower outsourcing and
security services industry, working capital is critical for ensuring timely payment of salaries, which constitute the largest
cost component. Collections from customers are typically realised within 80–100 days, resulting in a continuous
requirement to bridge the gap between outflows for payroll and inflows from clients.
The Company also intends to incur expenditure on hiring and training employees through specialised agencies for drone
training, surveillance operations, and related technological skill development, which are essential to qualify for and
execute advanced security tenders. These initiatives strengthen the Company’s operational capacity, enhance employee
expertise, and support future tender eligibility. The resulting training and certification costs form a vital component of
the working capital requirement.
Furthermore, the Company must maintain funds for statutory compliance payments such as employee benefits, taxes,
and other dues, which must be paid within prescribed timelines, irrespective of client payment cycles. This further
reinforces the need to maintain adequate working capital buffers to ensure business continuity and compliance.
With our planned expansion into larger projects—particularly government tenders and technology-enabled contracts—
we anticipate a continued rise in working capital requirements over FY 2025–FY 2027. These projects will involve
substantial upfront commitments, including deposits, employee hiring and training costs, and recurring salary
obligations.
Given that client payment terms generally range between 80–100 days, while salary and statutory payments are monthly,
maintaining adequate working capital is essential to ensure timely disbursements, uninterrupted service delivery, and
sustainable growth. As the Company is in a growth phase, securing long-term funding without repayment obligations,
such as IPO proceeds, will substantially enhance financial flexibility and operational scalability. The infusion of IPO
proceeds will enable participation in higher-value tenders, expansion of service offerings, and diversification into new
areas such as drone-based surveillance. It will also strengthen the Company’s ability to meet working capital needs,
ensuring timely payments to employees and suppliers, and support sustained growth in a competitive market
environment..
Fiscal 2023 vs Fiscal 2024
Increase /
Actual Actual
Sr. Decrease
Particulars Remarks
No. Fiscal
Fiscal 2024 (%)
2023
Current
I
Assets
The reduction in trade receivables is a result
of the company’s enhanced management of
its receivables. By adopting more efficient
Trade
925.56 774.51 -16.30% collection strategies and streamlining the
receivables
receivables process, the company has
successfully reduced the outstanding
amounts owed by customers. However, this
108reduction in trade receivables is despite the
increase in sales, which grew from ₹2,884.64
Lakhs to ₹3,293.29 Lakhs and the trade
receivable days remained within the standard
range of our business practices, typically
between 90 and 100 days, ensuring stability
in the company's financial operations.
Short-Term 30.27 31.87 Company has provided an advances to one of
Loans and 5.29% supplier to availment of services, which is in
Advances normal cource of business.
79.35 76.02 The Company has certain Income Tax refund
to be received pertaining to the preceding
financial years, which formed a part of the
Other Current Short-Term Loans and Advances balance as
-4.20%
Assets of March 2023. During the Year Ended
March 2024, the Company has received
Income tax refund and hence, the Other
current Asset balance has reduced.
Total (A) 1,035.18 882.40
Current
II
Liabilities
The reduction in trade payables is largely
attributable to the company’s improved
management of its trade receivables. By
adopting more efficient collection strategies
and streamlining the receivables process, the
Trade company has successfully generated cash
412.70 74.64 -82.00%
payables flow to address its outstanding liabilities.
This improved liquidity has enabled the
company to meet its long-standing
cumulative obligations to creditors more
effectively, ensuring timely repayments and
strengthening its financial position.
It is rare for the company to receive advances
from customers. As per our business model,
most of our target customers are government
and private institutions, where advance
Other Current payments are seldom given. Therefore, in FY
230.77 8.84 -96.00%
Liabilities 2024, the company did not receive any
advances from customers. The outstanding
advances from previous periods were
adjusted against revenue, leading to a
reduction in other current liabilities.
The increase in short-term provisions is
primarily due to two factors: a higher
provision for current tax, resulting from an
increase in profit before tax, which led to a
Short Term
448.89 633.62 41.00% higher tax liability, and a higher provision for
Provisions
employee benefits, driven by the growth in
revenue. Both provisions have risen as a
direct consequence of the company's
improved financial performance.
Total (B) 1,092.36 717.10
Total
Working
III (57.18) 165.30
Capital Gap
(A-B)
109Fiscal 2024 vs Fiscal 2025
Increase /
Actual Actual
Sr. Decrease
Particulars Remarks
No. Fiscal
Fiscal 2024 (%)
2025
I Current Assets
The increase in trade receivables is
broadly in line with the growth in revenue
from operations. The Company’s trade
receivable cycle has remained consistent,
and the receivable days are comparable
Trade receivables 774.51 811.65 4.80%
with industry benchmarks in which the
Company operates. This reflects that the
credit terms extended by the Company are
stable and in alignment with normal
business practices for the sector.
31.87 7.58 The decrease in short-term loans and
Short-Term
advances is primarily attributable to
Loans and -76.22%
amounts of advances of supplier are
Advances
settled off during the period
76.02 176.07 The increase in Other Current Assets is
primarily related to amounts deposited
with revenue authorities, including GST
balances and TDS (Tax Deducted at
Source) receivables. These represent
taxes withheld or paid in advance by the
Company, which are expected to be
adjusted against future tax liabilities
within the current financial year. The
increase also corresponds with the growth
in revenue from operations during the
year. Accordingly, the increase is
Other Current
131.61% temporary in nature and is expected to be
Assets
reconciled and settled in the subsequent
reporting period. Further such increase
are supported by unbilled revenue
recognised during the current year. As the
Company is engaged in providing
services to government departments,
there are instances where services were
performed in March 2025, but invoices
were raised in the subsequent month.
Accordingly, such amounts have been
recognised as unbilled revenue under
Other Current Assets.
Total (A) 882.40 995.3
Current
II
Liabilities
The decrease in Trade Payables during
FY 2025 is due to the write-off of certain
old creditor balances, which, based on
management’s assessment and discretion,
Trade payables 74.64 13.69 -81.66%
were determined to be no longer legally
enforceable or payable. Accordingly,
these amounts were written back and
recognized as “Other Income”, in
110compliance with applicable accounting
standards and regulatory guidelines.
Other Current 8.84 5.02 -43.21% Insignificant in amount terms
Liabilities
The decrease in short-term provisions
during the year is primarily on account of
bonus-related provisions. In FY 2024,
provisions had been created towards
bonus payments, which were
subsequently settled during FY 2025.
However, no bonus has been provided for
Short Term
633.62 385.90 -39.00. % in the current year due to working capital
Provisions
constraints and expected volatility in the
market conditions. Accordingly, the
reduction in provisions mainly relates to
the reversal/settlement of bonus expenses
recognised in the previous year and the
absence of a similar provision in the
current year.
Total (B) 717.10 404.61
Total Working
III Capital Gap (A- 165.30 590.69
B)
(For the above details relating to the working capital requirement, we have relied upon the certificate dated December
30, 2025 Issued by the Statutory Auditors of our Company i.e., M/s. PDMS & Co., Chartered Accountants)
2. FUNDING CAPITAL EXPENDITURE REQUIREMENTS FOR PURCHASING OF MACHINERY,
EQUIPMENTS AND VEHICLES
Our Company intends to enter the segment of providing Event-Based Security Services. These services are essential for
ensuring the safety and smooth conduct of various events such as corporate gatherings, concerts, festivals, conferences,
and private functions. The primary objective of such services is to mitigate risks, manage crowd control, and effectively
respond to any potential threats or emergencies that may arise before, during, or after the event. The overarching goal is
to create a secure environment for attendees, staff, and performers while ensuring compliance with applicable laws and
regulations.
Prior to each event, a detailed risk assessment will be conducted to identify potential security concerns, considering
factors such as expected crowd size, event location, VIP attendance, and other risk indicators. Based on this assessment,
a customized security plan will be developed, outlining the number of security personnel required, deployment strategy,
emergency response protocols, and coordination with local law enforcement and emergency agencies.
A key component of event security is access control and monitoring. This involves verifying tickets, passes, or
identification; screening attendees for prohibited items; and ensuring that only authorized individuals access restricted
areas. For large-scale events, advanced electronic systems such as scanners and biometric identification tools may be
deployed to enhance efficiency and safety.
Further, the Company plans to utilize advanced surveillance technologies including CCTV cameras, drones, and other
monitoring equipment—to maintain continuous oversight of event venues. Real-time monitoring by trained security
teams will help detect and respond promptly to suspicious activities or potential security breaches.
In light of the above, our Company will require specialized security equipment such as baggage inspection systems,
walk-through metal detectors, and hand-held metal detectors for the effective provision of event-based security services.
The Company proposes to procure these machineries from the proceeds of the IPO to support the establishment and
expansion of this business segment.
1111. BAGGAGE INSPECTION SYSTEM
Accordingly, our Company has obtained the following quotation dated December 11, 2025 from Gujar Industries India
Private Limited in respect of the Baggage Inspection System:
Sr. No Model/Product Maker / Manufacturer Units Price Per Unit Total Cost
1 Advance X Ray Baggage Inspection
System G-scan 5030 Item Code-
XBIS1 4 11,50,000.00 46,00,000.00
Tunnel Size: 500 ( H) * 300 ( W)
GUJAR
Make GI- Dual Energy Accessories
INDUSTRIES INDIA
2 Advance X Ray Baggage Inspection
P RIVATE LIMITED
System G-scan 6040 Item Code-
XBIS2 4 14,50,000.00 58,00,000.00
Tunnel Size : 600 ( H) * 400 ( W)
Make GI - Dual Energy Accessories
Total Payable before GST 1,04,00,000.00
GST @18% 18,72,000.00
Total Payable 1,22,72,000.00
Terms and Conditions:
a. Delivery Period: 20-30 days from the date of purchase order and advance
b. Payment Terms: 90% Advance and balance with tax before dispatch
c. Price Validity: 6 month from the date of offer.
d. Freight Insurance: at your Scope
e. Transportation & Packing: Extra
f. Installation And Commissioning: Free of cost
g. Operator Training: 2 Days Included
h. Warranty Period: 12 Months from date of installations or 13 Month from date of dispatch
i. Imp Note: Manufacturing starts after the receipt of Payment. Delay of transferring of the payment in advance
j. Inspection: Goods can be inspected at our Factory in Pune before dispatch only
k. Jurisdiction: All business terms subjected to Pune Jurisdiction.
(The rest of the page is intentionally left blank)
1122. METAL DETECTORS
Further, our Company has obtained the following quotation dated December 22, 2025 from Siddhi Equipments Private
Limited in respect of the Metal Detectors i.e Walk Through Door Frame Metal Detector & Hand Held Metal Detector.
(Amount in rupees)
Sr.
Model/Product Maker / Manufacturer Units Price Per Unit Total Cost
No
WALK THROUGH DOOR FRAME
METAL
DETECTOR: CHEKPOST MZ-600
* MAKE: SIDDHI
* Six Zone Metal Detector
1 * Microcontroller based advanced SMD 8 1,10,750.00 8,86,000.00
technology
* Sensors with intelligent counter
(IN/OUT/NET)
* For medium & bigger objects SIDDHI EQUIPMENTS
* Battery backup, Finish: Metallic P RIVATE LIMITED
Hand-Held Metal Detector:
VALIDATOR S-16
* Make: SIDDHI
* Variable audio & visual indication
2 50 3,475.00 1,73,750.00
* Large scanning area,
* Dual rechargeable & dry battery
(included)
* In-built battery charger
3 Packaging, Freight and Other Cost - - 1,800.00
Total Cost Before GST 10,61,550.00
GST @18% 1,91,079.00
Total Cost Payable 12,52,629.00
Terms and Conditions:
a. Payment: 100% Advance.
b. Extra Charges: The above prices are Ex-works, Packing/forwarding, freight, insurance, bank charges, sales tax,
overdue interests, octroi, demurrage, town duty, inspection/installation charges & other incidental expenses shall
be extra as applicable.
c. Mention Proper Specification: Please provide complete specifications at the time of placing order.
d. Warranty: All the products are warranted for a period of 12 months from the date of supply, against defective
workmanship.
e. Delivery Period: Dispatch-In1-2weeks / depends on quantity; from confirm order with adv payment.
f. Issue validity: This Issue is valid till 90 days
3. VEHICLES
The Company proposes to purchase a Bolero vehicle for business and operational purposes. The primary rationale for
this purchase is to support the functioning of the Company’s Quick Response Team (QRT), which is responsible for
conducting regular patrolling, ensuring 24x7 readiness, and providing immediate on-site assistance to deployed
personnel in case of emergencies such as theft, robbery, security breaches, or other incidents requiring urgent
intervention.
The vehicle will enable the QRT to respond swiftly to client locations and assist deployed staff in emergency situations,
thereby ensuring the safety and continuity of client operations.
113Additionally, the vehicle will also be utilized for:
• Transport of manpower and essential materials to and from client sites, particularly during new deployments or
replacements.
• Facilitation of site visits by operations managers and field officers for regular inspections, client meetings, and
coordination activities.
• As disclosed above, the Company undertakes short-term or event-based security and manpower assignments
requiring immediate mobilization of staff and equipment. The vehicle will be used for such assignments to enable
timely execution and compliance with client requirements.
Currently, the Company arranges for vehicles through hired services or employee-owned means, which may not always
be readily available or cost-efficient. Acquisition of the vehicle will allow the Company to manage logistical
requirements internally, ensuring availability, accountability, and continuity of operational support.
Deployment and logistical support for security personnel and housekeeping staff at client sites.
Operational supervision, including visits by operations managers to various client locations for monitoring and
coordination purposes.
On a temporary-based services, the Company is required to deploy manpower and equipment on a temporary or urgent
basis. Having an in-house vehicle will enhance efficiency and reduce dependency on third-party transport agencies,
leading to cost optimization and better control over operations.
In addition to the above, since our Company is proposing to provide such event-based security, our Company would
also require vehicles. Our Company has obtained quotations dated January 06, 2026, from Koncept Automobiles Pvt.
Ltd. in respect of the Vehicles.
S. Model / Maker /
Vendor Units Head Total Cost
No Product Manufacturer
Ex-Showroom Price 9,29,000
Insurance 42,500
Registration 1,06,333
KONCEPT
BOLERO Mahindra & TCS 9,290
1 AUTOMOBILES 4
NEO N8 Mahindra Accessories 99,300
PVT LTD
Discount (20,000)
On Road Price Per Unit 11,66,423
Total Cost of 4 Vehicles 46,65,692
Terms and Conditions: Pre-vailing Ex-showroom price and scheme will be applicable for the month of delivery only.
Kindly note that, the validity of quotation w.r.t., vehicles generally do not extend beyond 1 month.
114SUMMARY OF TOTAL CAPITAL EXPENDITURE REQUIREMENT:
(Amount in lakhs)
No of
Machinery Required Gross Value GST @ 18% Total Value
Qty
Baggage X-Ray Machine (Tunnel Size: 600 ( L) *
400 (W)mm) 4 4,600,000.00 828,000.00 5,428,000.00
Baggage X-Ray Machine (Tunnel Size: 500(L) x
300(W) mm) 5 5,800,000.00 1,044,000.00 6,844,000.00
Hand Held Metal Detector 50 173,750.00 31,275.00 205,025.00
Walk through Door Frame Metal Detector 8 886,000.00 159,480.00 1,045,480.00
Packaging, Freight and Other Cost NA 1,800.00 324.00 2,124.00
Security VAN 4 46,65,692.00 - 46,65,692.00
Total 16,127,242.00 2,063,079.00 18,190,321.00
Please note:
1. All the above machinery / equipment and vehicles, that shall be purchased by our Company shall be new
machinery.
2. We confirm that the Merchant Banker has carried out adequate diligence on vendor quotations, ensured
comparative quotes were obtained, and that all quotations are valid as on the date of this Prospectus.
2. The above quotations is updated, wherever required while filing the Red Herring Prospectus/Prospectus.
3. In all, our Company proposes to utilize ₹161.27 lakhs from IPO proceeds towards the purchase of machinery,
equipment and vehicles as mentioned above.
Past Utilization of Capital Expenditure and Post Utilization
In the past, the Company has purchased certain equipment, such as metal detectors, in limited quantities based on specific
client requirements. The Company has, however, not invested in baggage X-ray machines, as in most cases these are
provided by the clients themselves. Going forward, the Company intends to expand its operations and participate in a
wider range of tenders where the availability of equipment, in addition to security personnel, is a prerequisite. This will
include events organized by government agencies as well as private institutions, where standard security checks for
personnel and guests are mandatory prior to entry.
Further, as part of its growth strategy, the Company plans to adopt emerging technologies in the security services sector.
In the coming years, the Company aims to provide security services through drone-based operations and may accordingly
invest in drones and training of its employees as noted above in working capital section. This initiative is intended to
align the Company’s service offerings with evolving industry standards and technological advancements, thereby
strengthening its competitive position.
3. PRE-PAYMENT/RE-PAYMENT OF, IN PART OR FULL, CERTAIN OUTSTANDING BORROWINGS OF
OUR COMPANY
Our Company have entered into financing arrangements for working capital facilities and various business loans to fund
our operational requirements. As at September 30, 2025, the outstanding borrowings of our Company on a consolidated
basis (excluding the loan repayable on demand from Mr. Bhavesh Gupta (₹3.01 lakhs) was ₹598.06 lakhs.
We intend to utilize an amount of ₹300 lakh (i.e. Total amounting to 50.16% of the total loan portfolio as September 30,
2025) from the Net Proceeds for financing the repayment/pre-payment, in part or full of certain borrowings availed by
our Company, the details of which are listed out in the table below.
Given the nature of the borrowings and the terms of repayment or prepayment, the aggregate outstanding amounts under
the borrowings may vary from time to time and our Company may, in accordance with the relevant repayment schedule,
115repay or refinance some of its existing borrowings prior to Allotment. Further, the amounts outstanding under the
borrowings as well as the sanctioned limits are dependent on several factors and may vary with our Company’s business
cycle with multiple intermediate repayments, drawdowns and enhancement of sanctioned limits. However, the aggregate
amount to be utilized from the Net Proceeds towards prepayment or repayment of borrowings (including refinanced or
additional facilities availed, if any), in part or full, would not exceed ₹300 lakh.
The repayment/ pre-payment of such loans will help reduce our outstanding indebtedness, debt servicing costs, improve
our financial position, performance and debt-to-equity ratio and enable utilization of our internal accruals for further
investment in the growth and expansion of our business. Additionally, a reduction of our outstanding indebtedness will
improve our ability to raise further resources in the future to fund our potential business development opportunities.
Further, the amounts outstanding under these borrowings as well as the sanctioned limits are dependent on several factors
and may vary with our business cycle with multiple intermediate repayments, drawdowns and enhancement of sanctioned
limits. In light of the above, if at the time of filing of the Prospectus, any of the below mentioned loans are repaid in
part or full or refinanced or if any additional credit facilities are availed or drawn down or if the limits under the working
capital borrowings are increased, then the table below shall be suitably revised to reflect the revised amounts or loans as
the case may be which have been availed by our Company.
In accordance with the terms of the relevant borrowing arrangements, prepayment of certain borrowings may attract
prepayment penalties as stipulated in the relevant borrowing documents. Such prepayment charges, as applicable, will
also be funded out of the Net Proceeds, in accordance with the requirements of our Company. If the Net Proceeds are
insufficient for making payments for such pre-payment penalties, the excess amount shall be funded through our internal
accruals.
The details of the outstanding borrowings, availed by our Company, proposed to repaid or pre-paid, in full or part, from
the Net Proceeds are as set out in the table below.
The rest of the space is intentionally left blank)
116Sr. Name of Nature of Secured/Unsec Secured Details of the Sanctio Outstandi Interest Re- Prepayme Utilised/ Purpose
No the lender Borrowing & ured Against facility ned ng amount rate per payment nt penalty Unutilise for which
Date of Sanction agreement amount as on annum debt/sche / premium d disbursed
Letter / Loan /credit (in ₹ Septembe dule/ loan
Agreement arrangement Lakh) r30, 2025 Tenor amount
letter (in ₹ was used
Lakh)
1 Tata Dropdown Unsecured Plot No. Sanction letter 68.76 52.39 10.95% 84 4% Utilized Business/
Capital Overdraft Loan- B-105, dated 31-12- p.a Fixed Month +Taxes Working
Finance Business Loan Second 2023 and Capital
Ltd floor (Rear (Revised dated floating
side 04.01.2024) with
portion), Spread of
Near Kotla 9.25%
Mubarakp
urred
Light
defence
colony,
New
Delhi,
110024
property
being
owned by
Vinod
Gupta and
Arnima
Gupta
2 Deutsche Cash Unsecured Plot No. - Sanction 495.00 336.82 Interest Recallabl NA Utilized Working
Bank Credit/Overdraft C- 589, letter dated Rate:MB e on Capital
Second 30.08.2023 OR+2.5% demand
floor (with and revised (floating)
Roof amendment
Rights letter dated
Defense 28.07.2025
Colony,
New
Delhi,
110024
117property
being
owned by
Arnima
Gupta
3 Tata Dropdown Unsecured NA Agreement 60.15 45.11 15.50% 36 a) 6.5% Utilized Working
Capital Overdraft Loan- dated Month within 9 Capital
Finance Working capital 06/11/2024 month.
Ltd (Revised dated b) 4.5%
30.11.2024) + taxes
on
dropdo
wn limit
amount
4 Poonawall Business Loan Unsecured NA Loan 50.12 33.13 15.75% 24 5% + Utilized Working
a Fincorp Application P.A Month Taxes Capital
No.APPL005 on
12987 dated Outsand
18.11.2024 ing
principa
l or 5%
on
amount
being
prepaid
after 6
month
5 IDFC First Business Loan Unsecured NA Agreement 51.00 40.33 15.25% 36 5%+GS Utilized Business
Bank dated P.a Month T Expansion
18/11/2024
6 Deutsche Business Secured Working Sanction 100.00 78.94 Floating 36 NIL Utilized Medium
Bank Installment Loan Capital/Cu Letter No. rate Month (Floatin Term
rrent 56764 dated (EBTL+8. g Rate Working
Assets 30.11.2024 05% Loan) Capital
Sperad) for
13.75% MSME
on date
7 HDFC Auto Loan Secured Vehicle Sanction Date 20.00 6.79 10.5% p.a 36 NA Utilized Vehicle
Bank 24-07-2023 Month
1188 ICICI Auto Loan Secured Vehicle Sanction Date 5.30 1.13 7.9% P.A 48 NA Utilized Vehicle
Bank 23-05-2022 Month
9 Union Auto Loan Secured Vehicle Sanction Date 4.00 3.42 9.75% 84 NA Utilized Vehicle
Bank 03-05-2024 Floating Month
Total 854.33 598.06
As certified by M/s PDMS & Co., Chartered Accountants vide certificate dated December 30,2025
(The rest of the page is intentionally left blank)
119We herewith confirm that there has been no instance of delays, defaults and rescheduling/ restructuring/ evergreening of
the outstanding borrowings for which a part of net proceeds will be utilized for repayment/ prepayment.
We confirms that the repayment or prepayment of borrowings, proposed to be undertaken from the Net Proceeds of the
Issue, shall not result in any direct or indirect benefit to the Promoter, members of the Promoter Group, or any of their
respective relatives or related parties, as defined under the applicable provisions of the Companies Act, 2013 and SEBI
ICDR Regulations.
In accordance with paragraph 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, the Statutory Auditors
of our Company have Issued a certificate dated December 30, 2025 certifying that the borrowings have been utilized by
our Company, towards the purposes for which such borrowings were availed.
We may consider various factors for identifying the loans that will be repaid or pre-paid out of the Net Proceeds, including:
(i) costs, expenses and charges relating to the facility including interest rates involved; (ii) presence of onerous terms and
conditions under the facility; (iii) ease of operation with the lender; (iv) terms and conditions of consents and waivers; (v)
provisions of any law, rules, regulations governing such borrowings; and/or (vi) other commercial considerations including,
among others, the amount of the loan outstanding and the remaining tenor of the loan.
4. GENERAL CORPORATE PURPOSES
In terms of Regulation 230(2) of the SEBI ICDR Regulations, as amended, the extent of the Issue Proceeds proposed to be
used for general corporate purposes must not exceed 15% of the Gross Proceeds from the Issue or ₹ 1,000.00 lakhs,
whichever is lower. Our Board will have flexibility in applying the balance amount towards part or full
repayment/prepayment of outstanding borrowings, meeting our additional working capital requirements, capital
expenditure, funding our growth opportunities, including strategic initiatives, meeting expenses incurred in the ordinary
course of business including salaries and wages, administration expenses, insurance related expenses, meeting of exigencies
which our Company may face in course of business and any other purpose as may be approved by the Board or a duly
appointed committee from time to time, subject to compliance with applicable law, including the necessary provisions of
the Companies Act. Our management, in response to the competitive and dynamic nature of our industry and business, will
have flexibility in utilizing any amounts for general corporate purposes under the overall guidance and policies of our
Board. The quantum of utilisation of funds towards any of the purposes will be determined by the Board or a duly appointed
committee, based on the amount actually available under this head and the business requirements of our Company, from
time to time, subject to compliance with applicable law, including the necessary provisions of the Companies Act.
Proposed categories under General Corporate Purposes include:
• Strategic Initiatives
• Brand Building and strengthening of marketing activities; and
• Ongoing general corporate exigencies or any other purposes as approved by the Board subject to compliance with the
necessary regulatory provisions.
The quantum of utilization of funds towards each of the above purposes will be determined by the Board of Directors of
the Company based on the permissible amount actually available under the head “General Corporate Purposes” and the
business requirements of the Company, from time to time. We in accordance with the policies of the Board, will have
flexibility in utilizing the balance Net Proceeds for general corporate purposes, as mentioned above.
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120ISSUE RELATED EXPENSES
The total expenses of the Issue are estimated to be approximately ₹ 318.06 Lakhs. The expenses of this Issue include,
among others, underwriting and management fees, printing and distribution expense, advertisement expenses, legal fees
and listing fees. The estimated Issue expenses are as under:
Percentage of Percentage
Amount
Activity the total Issue of the total
(in Lakhs)*
expenses Issue size
Issue Management Expenses (including Book Running Lead 167.86 52.78% 6.33%
Manager Fees, Underwriter Fees, Legal Advisors, Market Maker,
Registrar, etc.)
Advertising and Marketing Expenses 125.91 39.59% 4.75%
Regulatory and other fees 7.32 2.30% 0.28%
Printing, Stationery and Postage 0.83 0.26% 0.03%
Other Expenses (including Peer Review Auditor, Issue Related 16.14 5.07% 0.61%
Certifications and Confirmations, Out of Pocket Expenses, Bankers
to the Issue, etc.)
Total estimated Issue expenses 318.06 100.00% 12.00%
#Amounts will be finalized and incorporated in the Prospectus on determination of Issue Price. Issue expenses exclude
GST, where applicable. Issue expenses are estimates and are subject to change
* The above-mentioned amounts are tentative in nature and subject to change. Any increase and/or decrease of the above
mentioned expenses on actuals will either decrease or increase the net proceeds. The decrease or increase in the net proceeds
shall be adjusted from / with the “General Corporate Expenses”, subject to such utilization not exceeding not exceed 15%*
of the Gross Proceeds or 1,000 Lakhs whichever is lower in accordance with Regulation 230(2) of the SEBI ICDR
Regulations.
PROPOSED YEAR-WISE DEPLOYMENT OF FUNDS:
The overall cost of the proposed object and the proposed year wise break up of deployment of funds are as under:
(₹ in Lakhs)
Amount to
be deployed
Amount to be deployed
Already from the Net
Particulars from the Net Proceeds in Total
Incurred Proceeds in
Financial Year 2026
Financial
Year 2027
Working Capital Requirements - 710.79 800 1,510.79
Funding Capital expenditure - 161.27 - 161.27
requirements for purchasing of
machinery, equipment and
vehicles
Pre-payment/re-payment of, in - 300.00 - 300.00
part or full, certain outstanding
borrowings of our Company
General Corporate Purposes - 180.20 180.18 360.38
Total - 1352.26 980.19 2,332.44
121DETAILS OF FUNDS ALREADY DEPLOYED TILL DATE AND SOURCES OF FUNDS DEPLOYED
The Company has confirmed that till the date of this prospectus no funds have been deployed for the proposed objects of
the Issue.
BRIDGE FINANCING
We have currently not raised any bridge loans against the proceeds of the Issue. However, depending on our requirement,
we might consider raising bridge financing facilities, pending receipt of the proceeds of the Issue.
APPRAISAL BY APPRAISING AGENCY
None of the Objects have been appraised by any bank or financial institution or any other independent organization. The
funding requirements of the Company and the deployment of the proceeds of the Issue are currently based on management
estimates. However, the funding requirements of the Company are dependent on a number of factors which may not be in
the control of the management of the Company, including variations in interest rate structures, changes in our financial
condition and current commercial conditions and are subject to changes in light of changes in external circumstances or in
our financial condition, business, or strategy.
SHORTFALL OF FUNDS
Any shortfall in meeting the objects will be met by way of internal accruals.
INTERIM USE OF FUNDS
Pending utilisation for the purposes described above, we undertake to temporarily invest the funds from the Net Proceeds
only with scheduled commercial banks. In accordance with Section 27 of the Companies Act 2013, our Company confirms
that it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of any other listed company or for
any investment in the equity markets.
MONITORING OF UTILIZATION OF FUNDS
There is no requirement for a monitoring agency as the Issue size is less than ₹ 5,000 lakhs. Pursuant to Regulation 262 of
the SEBI (ICDR) Regulations, the Company shall on a half yearly basis disclose to the Audit Committee the uses and
application of the Issue Proceeds. Until such time as any part of the Issue Proceeds remains unutilized, the Company will
disclose the utilization of the Issue Proceeds under separate heads in the Company’s balance sheet(s) clearly specifying the
amount of and purpose for which Issue Proceeds have been utilized so far, and details of amounts out of the Issue Proceeds
that have not been utilized so far, also indicating interim investments, if any, of such unutilized Issue Proceeds. In the event
that the Company is unable to utilize the entire amount that we have currently estimated for use out of the Issue Proceeds
in a fiscal year, we will utilize such unutilized amount in the next fiscal year.
VARIATION IN OBJECTS
In accordance with Section 27 of the Companies Act 2013, the Company shall not vary object of the Issue without the
Company being authorized to do so by Company’s shareholders in relation to the passing of such special resolution shall
specify the prescribed details as required under the Companies Act and shall be published in accordance with the
Companies Act and the rules thereunder. As per the current provisions of the Companies Act, the Promoter or controlling
shareholders would be required to provide an exit opportunity to such shareholders who do not agree to the proposal to
vary the objects, at such price, and in such manner as prescribed by Securities and Exchange Board of India in this regard.
OTHER CONFIRMATION
There are no material existing or anticipated transactions with the Promoter, Directors, Key Managerial Personnel of the
Company, and Group Entities, in relation to the utilization of the proceeds of the Issue. No part of the Issue proceeds will
122be paid by us as consideration to the Promoter, Directors or Key Managerial Personnel of the Company or Group Entities,
except in the normal course of business and in compliance with the applicable laws.
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123BASIS FOR THE ISSUE PRICE
The Issue Price will be determined by our Company, in consultation with the BRLM, on the basis of assessment of market
demand for the Equity Shares Issued through the Book Running Lead Manager and on the basis of qualitative and
quantitative factors as described below. The face value of the Equity Shares is ₹ 10 each and the Issue Price is 5.5 times
the face value at the lower end of the Price Band and 5.7 times the face value at the higher end of the Price Band.
Investors should also refer to Section titled “Risk Factors” and “Financial Information” and Chapter titled “Our
Business” beginning on pages 38, 217 and 162 respectively, to have an informed view before making an investment
decision.
QUALITATIVE FACTORS
Some of the qualitative factors which form the basis for the Issue Price are:
• We have a diversified service portfolio providing range of services from security manpower services to the integrated
facility management services. This diversity allows us to cater to a wide array of client needs. Even after catering to such
diverse service portfolio, we ensure that we address various aspects of security and facility management efficiently and
comprehensively.
• The company has a robust technological infrastructure, which includes an Enterprise Resource Planning (ERP) system for
seamless integration of core functions, optimum use of email and communication system for efficient internal and external
collaboration, and the use of smartphones to facilitate real-time communication, location sharing, and group interactions
and coordination among our staff.
• With over 2 decades of experience, we have emerged as a key player in the private security sector. Starting from a solitary
office in Defense Colony, Delhi, we have extended our operation to other States across India, ensuring the consistent
delivery of top-tier services.
• Our experienced leadership backed by highly trained work-force continues to contribute to our business’s growth and
profitability.
For further information, please see the chapter titled “Our Business” on page 162 of this Prospectus.
QUANTITATIVE FACTORS
Some of the information presented in this chapter is derived from the Restated Financial Information. For further
information, please see “Financial Information” on page 217.
Some of the quantitative factors which may form the basis for computing the Issue Price are as follows:
1. Basic and Diluted Earnings per Share
Financial Year ended Adjusted Basic EPS (₹) Weights
FY 2024-25 3.25 3
FY 2023-24 3.67 2
FY 2022-23 4.16 1
Weighted Average 3.54
September 30, 2025# 2.38
#Not annualized
Notes:
i. The above statement should be read with Significant Accounting Policies and the Notes to the Restated Financial
Statements
124ii. Basic EPS = Net Profit after tax, as restated, attributable to the owners of the company divided by weighted
average no. of equity shares outstanding during the year.
iii. Adjusted Basic EPS = Net Profit after tax, as restated, attributable to the owners of the company divided by
weighted average no. of diluted equity shares outstanding during the year/ period.
iv. Weighted average is aggregate of year-wise weighted basic adjusted EPS divided by the aggregate of weights i.e.
{(EPS x Weight) for each year} / {Total of weights}
v. The basic and adjusted earnings per share for the Equity Shares of our Company has been presented to reflect the
adjustments for Issue of bonus shares Issued on December 5, 2023.
2. Price Earnings Ratio (“P/E”) in relation to the Price Band of ₹ 55.00] to ₹ 57.00 per share of ₹ 10 each
P/E at the lower end of the P/E at the higher end of he
Particulars
Price Band (no. of times) Price Band (no. of times)
Based on Basic EPS for year ended March 31,
16.92 17.54
2025
P/E ratio based on the Weighted Average EPS for
15.54 16.10
last three FY
3. Industry Peer Group P/E ratio
Particulars P/E Ratio (no. of times)*
Highest 34.12
Lowest 34.12
Average 34.12
Price to Earnings Ratio (P/E Ratio) = Issue Price or Market Price/ Earnings Per Share. The industry high and low has been
considered from the industry peer set provided later in this section.
*The industry composite has been calculated as the mean for P/E Ratio of the industry peer set disclosed in this Section.
For further details, see “Comparison of Accounting Ratios with Industry peers”.
4. Return on Net Worth (RoNW)
Financial Year ended RoNW(%) Weight
FY 2024-25 21.56% 3
FY 2023-24 18.10% 2
FY 2022-23 64.65% 1
Weighted Average 27.59%
September 30, 2025# 13.61%
#Not annualized
Notes:
a. Return on Net Worth (%) = Net Profit after tax of the company, as restated for the end of the year/ period divided
by Net worth as at the end of the year/period.
b. Net worth means the aggregate value of the paid-up share capital and reserves of our Company.
c. Weighted average is aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. {(RoNW x
Weight) for each year} / Total of weight
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1255. Net Asset Value (“NAV”)
Net Asset Value per equity share (₹)
As at March 31, 2025 15.08
After the completion of the Issue:
At Floor Price 26.08
At Cap price 26.64
Issue Price 57
Notes:
a. Net Asset Value per share = Net Worth at the end of the year/period divided by no. of equity shares outstanding the
year end.
b. Number of equity shares has been adjusted for Issue of bonus shares Issued on December 5, 2023.
c. The price band/floor price/Issue price will be determined by the Issuer in consultation with the book running Book
Running lead manager(s), on the basis of book-building.
6. Comparison with Listed Industry Peers
Revenue from
CMP EPS PE RoNW Face
Particulars NAV (₹) Operations
(₹) (₹) Ratio (%) Value (₹)
(₹ in lakhs)
Armour Security
57.00 3.25* 17.54 21.56% 15.08 10.00 3,565.54
India Limited
Peer
Kapston Services
300.10 8.79 34.12 20.07% 43.81 5.00 68,870.17
Limited
Source: The Company’s financial figures are based on restated financial statements for the Financial year ended March
31, 2025, unless provided otherwise.
*The said EPS – Basic as mentioned for the Company is as on the Financial year ended March 31, 2025. The price per share
of Kapston is taken from nseindia.com on closing price on December 31, 2025.
CMP of the company is based upon issue price.
With respect to Industry peers, all the financial information mentioned above is on a consolidated basis (unless otherwise
available only on standalone basis) and sourced from the audited Financial Results of the respective companies for the
Financial year ended March 31, 2025, unless provided otherwise.
Notes:
i. EPS is the consolidated Basic Earnings Per Share for the Financial year ended March 31, 2025
ii. P/E Ratio has been calculated by dividing CMP by EPS.
iii. RoNW has been computed as consolidated Net profit after tax of the company divided by consolidated Net worth
at the end for the Financial year ended March 31, 2025
iv. NAV per equity share has been calculated as consolidated Net worth divided by Number of equity shares
outstanding as on Financial year ended March 31, 2025.
7. Financial Key Performance Indicators ("KPIs")
The table below sets forth the details of KPIs that our Company considers have a bearing for arriving at the basis for
Issue Price. The key financial and operational metrics set forth below, have been approved and verified by the Audit
Committee pursuant to its resolution dated December 30, 2025. Further, the Audit Committee has on December 30,
2025 taken on record that other than the key financial and operational metrics set out below, our Company has not
disclosed any other key performance indicators during the three years preceding this Prospectus with its investors.
The KPIs disclosed below have been used historically by our Company to understand and analyze the business
performance, which in result, help it in analyzing the growth of various verticals in comparison to our Company’s
listed peers, and other relevant and material KPIs of the business of our Company that have a bearing for arriving at
126the Basis for Issue Price have been disclosed below. Additionally, the KPIs have been certified by way of certificate
dated December 30, 2025 Issued by PDMS & Co., Chartered Accountants, who hold a valid certificate Issued by the
Peer Review Board of the Institute of Chartered Accountants of India.
The Bidders can refer to the below-mentioned KPIs, being a combination of financial and operational KPIs, to make
an assessment of our Company’s performances and make an informed decision.
Key Performance Indicators
A list of our KPIs for half year ended September 30, 2025 and Financial Years ended March 31, 2025, 2024, 2023 is
set out below:
(in ₹, unless stated otherwise)
Key Financial For the half year Financial Year Financial Year Financial Year
Performance ended September, ended March 31, ended March 31, ended March 31,
Indicator 2025 2025 2024 2023
Revenue from 1967.85 3565.54 3293.29 2884.64
Operations (1)
EBITDA (2) 429.69 496.86 367.29 311.81
EBITDA Margin (%) 21.84% 13.94% 11.15% 10.81%
(3)
PAT 290.45 397.35 261.76 225.66
PAT Margin (%) (4) 14.76% 11.14% 7.95% 7.82%
Profit after tax growth NA 51.80% 16.00% NA
(%)
Trade Receivables NA 81 94 117
days (5)
Trade Payable days (6) NA 7 50 96
Return on equity (%) (7) 13.61% 21.56% 18.10% 64.65%
Return on capital 15.45% 24.47% 22.26% 70.20%
employed (%) (8)
Debt-Equity Ratio 0.28 0.25 0.12 0.24
(times) (9)
Current Ratio (times) 1.49 1.53 1.34 0.99
(10)
Net Asset Value per 17.46 15.08 11.83 6.43
equity share (in Rs.) (11)
As certified by M/s. PDMS & Co., Chartered Accountants, pursuant to their certificate dated December 30, 2025 .
Notes:
(1) Revenue from operation means revenue from sale of the products
(2) EBITDA is calculated as Profit before tax + Depreciation + Finance Costs – Other Income
(3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations
(4) PAT Margin is calculated as PAT for the period/year divided by revenue from operations
(5) Trade receivable days is calculated as average trade receivables divided by revenue from operations multiplied
by 365 for fiscal years
(6) Trade payable days is calculated as average trade payables divided by employee benefit expenses multiplied by
365 for fiscal years. Employee benefit expenses have been defined as salary expenses of employee other benefits
provided to employees
(7) Return on Equity is calculated by comparing the proportion of net income against the amount of shareholder
equity
(8) Return on Capital Employed is calculated as follows: Profit for the period year plus finance cost plus tax
expenses (EBIT) divided by Capital employed (Equity share capital plus reserves plus long term and short term
borrowings).
(9) Debt to Equity ratio is calculated as Total Debt (short term and long term) divided by equity
(10) Current Ratio is calculated by dividing Current assets to Current Liabilities
(11) Net Asset Value per share (in ₹) = Restated net worth at the end of the year (or) period / Number of Equity
Shares outstanding at the end of period after adjusted for bonus issues
127Explanations for the certain financial data based on Restated Financial Statements
Key Financial Performance Explanations
Revenue from Operations Revenue from Operations is used by the management to track the revenue
profile of the business and in turn helps to assess the overall financial
performance of the Company and volume of the business.
EBITDA EBITDA provides information regarding the operational efficiency of the
business
EBITDA Margin EBITDA Margin (%) is an indicator of the operational profitability and
financial performance of the business
PAT Profit after tax provides information regarding the overall profitability of the
business
PAT Margin PAT Margin (%) is an indicator of the overall profitability and financial
performance of the business
Profit after tax growth Profit after tax growth provides information regarding the growth of the
operational performance for the respective period
Trade Receivables days Trade Receivables days is the average number of days required for a company
to receive payments from its customers
Trade Payable days Since the Company is into manpower supply services, the major expenses
incurred by the Company is employee related. Therefore, in the present case,
Trade Payable days are customised and calculated as the average number of
days required for a company to pay its employees.
Return on Equity Return on equity provides how efficiently the Company generates profits from
shareholders’ funds
Return on Capital Employed Return on capital employed provides how efficiently the Company generates
earnings from the capital employed in the business
Debt-Equity Ratio Debt / Equity Ratio is used to measure the financial leverage of the Company
and provides comparison benchmark against peers
Working Capital Cycle Working Capital Cycle is the time it takes to convert net current assets and
current liabilities into cash.
Net fixed asset turnover ratio Net fixed asset turnover ratio is indicator of the efficiency with which the
company is able to leverage its assets to generate revenue from operations.
Current Ratio The current ratio is a liquidity ratio that measures the company’s ability to pay
short-term obligations or those due within one year.
Net Asset Value per share (in ₹) NAV represents the per share book value of the company.
Net Asset Value Per Share (In ₹) NAV represents the per share book value of the company where the weighted
Adjusted number of shares have been adjusted for bonus Issues and shares split.
Operational KPI
Financial Year Financial Year Financial Year
For the Period ended
Particulars ended March 31, ended March 31, ended March
September, 2025
2025 2024 31, 2023
Average revenue Per
1.56 2.94 3.46 3.21
employee (in lakhs)
Average employee benefit
expenses per employee (in 1.12 2.28 2.79 2.71
lakhs)
Average gross profit Per
0.44 0.66 0.68 0.50
Employee (in lakhs)
No of Customers Served 83.00 93 96 78
Average Revenue Per
23.71 38.34 34.31 36.98
Customer (Rs. In lakh)
Average Expenses Per
17.06 29.74 27.60 31.26
Customer (Rs. In lakh)
Average gross Profit per
6.65 8.60 6.71 5.72
Customer (Rs. In lakh)
* As certified by M/s. PDMS & Co., Chartered Accountants, pursuant to their certificate dated December 30, 2025 .
128Notes:
g) Average revenue per Employee is revenue from operations/average no of employee directly attributable to
generating revenue during the year
h) Average Employee Benefit Expenses per employee is Total Employee expenses divided by average no of
employee directly attributable to generating revenue during the year
i) Gross Profit per employee equal to Revenue per employee-Expenses per employee
j) Revenue per customer equal to Revenue from operations/no of customer served during the year
k) Expenses per customer equal to Total Employee expenses/no of customer served during the year
l) Gross Profit per Customer equal to Revenue per Customer minus Expenses per Customer
(For the above details relating to the KPIs, we have relied upon the certificate dated December 30, 2025 by the Statutory
Auditors of our Company i.e., M/s PDMS AND CO, Chartered Accountants)
The above KPIs of our Company have also been disclosed, along with other key financial and operating metrics, in ‘Our
Business’ and “Management Discussion and Analysis of Financial Condition Results of Operations” on page 162 and
220 respectively. All such KPIs have been defined consistently and precisely in ‘Definitions and Abbreviations’ on page
1.
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129Our Company shall continue to disclose the KPIs disclosed hereinabove in this section on a periodic basis, at least once in
a year (or for any lesser period as determined by the Board of our Company), for a duration of one year after the date of
listing of the Equity Shares, or until the utilization of Issue Proceeds, whichever is later, on the Stock Exchanges pursuant
to the Issue, or for such other period as may be required under the SEBI ICDR Regulations.
KPI of Industry Peer for Comparison
The Company has identified comparable listed peer group companies operating in the same line of business. However, the
company is not comparable on an apple-to-apple basis.
Armour Security India Limited Kapston Services Limited
Key For the Financia Financia Financia For the Financia Financia Financia
Financial Period l Year l Year l Year Period l Year l Year l Year
Performanc ended ended ended ended ended ended ended ended
e Indicators September March March March September March March March
, 2025 31, 2025 31, 2024 31, 2023 , 2025* 31, 2025 31, 2024 31, 2023
Revenue
68,943.1 52,008.0 39,896.3
from 1967.85 3565.54 3293.29 2884.64 21,065.41
6 6 7
Operations (1)
EBITDA (2) 429.69 496.86 367.29 311.81 994.9 3094.99 2250.37 1363.49
EBITDA
Margin (%) 21.84% 13.94% 11.15% 10.81% 4.72% 4.49% 4.33% 3.42%
(3)
PAT 290.45 397.35 261.76 225.66 705.52 1,783.65 1,257.07 507.03
PAT Margin
14.76% 11.14% 7.95% 7.82% 3.35% 2.59% 2.42% 1.27%
(%) (4)
Profit after
tax growth - 51.80% 16.00% - -60.45% 41.89% 147.93% -
(%)
Trade
Receivables NA 81 94 117 NA 77 81 90
days (5)
Trade
Payable days NA 7 50 96 NA 1 2 2
(6)
Return on
13.61% 21.56% 18.10% 64.65% 6.93% 20.07% 17.56% 8.64%
equity (%) (7)
Return on
capital
15.45% 24.47% 22.26% 70.20% 3.57% 10.90% 11.72% 7.66%
employed
(%) (8)
Debt-Equity
Ratio (times) 0.28 0.25 0.12 0.24 1.65 1.81 1.40 1.54
(9)
Current Ratio
1.49 1.53 1.34 0.99 1.39 1.36 1.40 1.43
(times) (10)
Net Asset
Value per
17.46 15.08 11.83 6.43 34.03 43.81 70.56 57.83
equity share
(in Rs.) (11)
*Notes: The figures mentioned are unaudited financial results uploaded by the company on NSE
(1) Revenue from operation means revenue from sale of the products
(2) EBITDA is calculated as Profit before tax + Depreciation + Interest Costs – Other Income
(3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations(4) PAT Margin is calculated as PAT
for the period/year divided by revenue from operations
(5) Trade receivable days is calculated as average trade receivables divided by revenue from operations multiplied by 365
for fiscal years
(6) Trade payable days is calculated as average trade payables divided by employee benefit expenses multiplied by 365 for
fiscal years. Employee benefit expenses have been defined as salary expenses of employee other benefits provided to
130employees
(7) Return on Equity is calculated by comparing the proportion of net income against the amount of shareholder equity
(8) Return on Capital Employed is calculated as follows: Profit for the period year plus interest cost plus tax expenses
(EBIT) divided by Capital employed (Equity share capital plus reserves plus long term and short-term borrowings).
(9) Debt to Equity ratio is calculated as Total Debt (short term and long term) divided by equity
(10) Current Ratio is calculated by dividing Current assets to Current Liabilities
(11) Net Asset Value per share (in ₹) = Restated net worth at the end of the year (or) period / Number of Equity Shares
outstanding at the end of period after adjusted for bonus issues.
8. Weighted average cost of acquisition of all shares transacted in last 3 years, 18 months and 1 years, from the date
of this Prospectus:
Cap price is ‘X’times the Range of acquisition price:
Weighted Average cost of
Period weighted average cost of Lowest Price-Highest Price
acquisition (in ₹) #
acquisition (in ₹)
Last 1 year Nil Nil Nil
Lat 18 months Nil Nil Nil
Last 3 year 6.84 8.33 0.00-50.00
#As certified by statutory auditors, M/s PDMS AND CO Chartered Accountants, by way of their certificate dated December
30, 2025
9. Weighted average cost of acquisition of shares transacted by the Promoter & Promoter Group, Floor price and Cap
Price
a. Price per share of our Company based on the primary/ new Issue of shares (equity / convertible securities)
Except below, there has been no issuance of Equity Shares or convertible securities excluding shares Issued under
ESOP/ESOS and issuance of bonus shares during the 18 months preceding the date of this Prospectus, where such issuance
is equal to or more than 5% of the fully diluted paid-up share capital of our Company (calculated based on the pre-Issue
capital before such transaction(s) and excluding employee stock options granted but not vested, as applicable), in a single
transaction or multiple transactions combined together over a span of 30 days.
Date of allotment Nature of No of Face Issue Price Nature of Total
Allotment shares Value Consideration Consideration
Paid
NIL NIL NIL NIL NIL NIL NIL
Total NIL NIL NIL NIL NIL NIL
Weighted Average cost of acquisition NIL
b. Price per share of our Company based on the secondary sale / acquisition of shares (equity / convertible securities)
There have been no secondary sale/ acquisitions of Equity Shares or any convertible securities, where the Promoter,
members of the Promoter Group are a party to the transaction, during the 18 months preceding the date of this Prospectus,
where either acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital of our Company
(calculated based on the pre-Issue capital before such transaction/s and excluding ESOPs granted but not vested), in a single
transaction or multiple transactions combined together over a span of rolling 30 days.
For the purpose of disclosure under part (a) and (b) above, ‘primary transaction’ refers to a primary Issue of Equity Shares
or securities convertible into Equity Shares, excluding shares Issued under a bonus issuance and sub-division of shares and
‘secondary transactions’ refer to any secondary sale or acquisition of Equity Securities (excluding gifts).
Note:1 In case, there are no transactions to report under point a) and b) above, the transactions shall be reported based
on the last 5 primary or secondary transactions (secondary transactions where promoter/ promoter group entities or
shareholders selling shares through Offer for sale in IPO or shareholder(s) having the right to nominate directors in the
131Board of the Issuer Company, are party to the transaction, not older than 3 years prior to the date of filing of the RHP,
irrespective of the size of the transaction.
In the present case, since there are no transactions to report under subsection a) and b) above transactions is made under
Note: 1 are as below
Date Type No of Shares Issue Amount (in Rs.)
Price
05.12.2023 Issue of Bonus shares to Vinod Gupta 2,710,000 0 0.00
05.12.2023 Issue of Bonus shares to Arnima Gupta 2,710,000 0 0.00
26.12.2023 Rights Issue to Vinod Gupta 3,200,000 10 32,000,000.00
26.12.2023 Rights Issue to Arnima Gupta 3,200,000 10 32,000,000.00
07.02.2024 Preferential Allotment to Dipika Alug 55,000 50 2,750,000.00
07.02.2024 Preferential Allotment to NLB services pvt ltd 55,000 50 2,750,000.00
07.02.2024 Preferential Allotment to Sulabh Jain 10,000 50 500,000.00
07.02.2024 Preferential Allotment to Samyak Jain 30,000 50 1,500,000.00
07.02.2024 Preferential Allotment to Aditya Gupta 25,000 50 1,250,000.00
07.02.2024 Preferential Allotment to Vishwas Kohli 35,000 50 1,750,000.00
07.02.2024 Preferential Allotment to Radhika Chugh 40,000 50 2,000,000.00
07.02.2024 Preferential Allotment to Pranika Singla 30,000 50 1,500,000.00
07.02.2024 Preferential Allotment to Karan Raj Sharma 40,000 50 2,000,000.00
07.02.2024 Preferential Allotment to Sunil Kumar Gambhir HUF 30,000 50 1,500,000.00
07.02.2024 Preferential Allotment to Sandeep Bajaj 20,000 50 1,000,000.00
07.02.2024 Preferential Allotment to Sakshi Goyal 10,000 50 500,000.00
07.02.2024 Preferential Allotment to Pundrik Sharma 10,000 50 500,000.00
Total 12,210,000 83,500,000.00
Cost of Acquisition 6.84
c. Weighted average cost of acquisition, Floor price and Cap Price
Weighted average
Floor price* Cap price*
Types of transactions cost of acquisition (₹
(i.e. Rs 55) (i.e. Rs 57)
per Equity Share)
(a) Based on primary issuances NA NA NA
(b) Based on secondary transactions NA NA NA
(c) Based on last five transactions mentioned
above
6.84 8.04 8.33
Weighted average cost of acquisition (Total
value of shares/Total number of shares)
Explanation for Floor Price being 8.04 times of weighted average cost of acquisition of primary issuance price / secondary
transaction price of Equity Shares (set out in 6.84 above) along with our Company’s key performance indicators and
financial ratios for the FY25, FY24 and FY23.
Explanation for Cap Price being 8.33 times of weighted average cost of acquisition of primary issuance price / secondary
transaction price of Equity Shares (set out in 6.84 above) in view of the external factors which may have influenced the
pricing of the Issue.
The Issue Price will be 5.7* times of the face value of the Equity Shares.
The price band of ₹ 55.00 to 57.00 has been determined by our Company in consultation with the BRLM, on the basis of
the market demand from investors for the Equity Shares through the Book Building Process. Our Company, in consultation
with the BRLM, is justified of the Issue Price in view of the above qualitative and quantitative parameters. Investors should
read the abovementioned information along with the sections/chapter entitled “Risk Factors”, “Our Business”,
“Management’s Discussion and Analysis of Financial Condition” and “Financial Information” on pages 38, 162, 220
and 217 respectively, to have a more informed view. The trading price of the Equity Shares could decline due to the factors
132mentioned in the section entitled “Risk Factors” page 38 or any other factors that may arise in the future and you may
lose all or part of your investments.
*To be included on finalization of price band
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133STATEMENT OF POSSIBLE TAX BENEFITS
To,
ARMOUR SECURITY (INDIA). LIMITED
B-87, Second Floor Defence Colony
New Delhi Dl 110024 In
(“the Company”)
Statement of special tax benefits ('the statement') available to Armour Security (India). Limited ('the company'),
and its shareholder prepared in accordance with the requirement in Point No. 9 (L) of Part A of Schedule VI to the
Securities Exchange Board of India (Issue of Capital Disclosure Requirements) Regulations, 2018.
This certificate is being issued in accordance with the terms of our original engagement letter to the Board of Directors
dated 01st September, 2024.
We hereby report that the enclosed Annexure I and Annexure II prepared by the Company, initiated by us for identification
purpose, states the possible special-tax benefits available to the Company and its shareholders under direct or/ and indirect
taxes (together "the Tax Laws"), presently in force in India as on the signing date, which are defined in Annexure I. These
possible special tax benefits are dependent on the Company and its shareholders fulfilling the conditions prescribed under
the relevant provisions of the Tax Laws. Hence, the ability of the Company and its shareholders to derive these possible
special lax benefits is dependent upon their fulfilling such conditions, which is based on business imperatives the Company
may face in the future and accordingly, the Company and its shareholders may or may not choose to fulfil.
The benefits discussed in the enclosed Annexure II cover the possible special tax benefits available to the Company and its
shareholders and do not cover any general tax benefits available to the Company and its shareholders. Further, the
preparation of the enclosed Annexure II and its contents is the responsibility of the Management of the Company. We were
informed that the Statement is only intended to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the
changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax
implications arising out of their participation in the proposed SME initial public offering of equity shares of the Company
(the “Proposed Issue”) particularly in view of the fact that certain recently enacted legislation may not have a direct legal
precedent or may have a different interpretation on the possible special tax benefits, which an investor can avail. Neither
we are suggesting nor advising the investors to invest money based on the Statement.
We conducted out examination in accordance with the “Guidance Note on Reports or Certificates for Special Purposes
(Revised 2016)" (the "Guidance Note") issued by the Institute of Chartered Accountants of India. The Guidance Note
requires that we comply with ethical requirements of the Code of Ethics issued by the Institute of Charted Accountants of
India.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial information, and Other Assurance and Related Services
Engagements.
We do not express any opinion or provide any assurance as to whether:
i. the Company and its shareholders will continue to obtain these possible special tax benefits in future, or
ii. the conditions prescribed for availing the possible special tax benefits where applicable, have been/would be met
with.
The contents of the enclosed Annexures are based on the information, explanation and representations obtained from the
Company and on the basis of our understanding of the business activities and operations of the Company.
Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the revenue
authorities/ court will concur with the views expressed herein. Our views are based on the existing provisions of the Tax
Laws and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the
views consequent to such changes. We shall not be liable to the Company for any claims, liabilities or expenses relating to
this assignment except to the extent of fees relating to this assignment, as finally judicially determined to have resulted
primarily from bad faith or intentional misconduct. We will not be liable to the Company and any other person in respect
of this Statement, except as per applicable law.
134We hereby give consent to include this Statement in the Red Herring Prospectus, the Prospectus and in any other material
used in connection with the Proposed Issue and submission of this Statement to the Securities and Exchange Board of
India, the stock exchanges where the Equity Shares of the Company are proposed to be listed and the Registrar of
Company of Delhi in connection with the Proposed Issue, as the case may be, and it is not to be used, referred to or
distributed for any other purpose without our prior written consent.
Yours faithfully,
For M/s PDMS AND CO. LLP,
Chartered Accountants
FRN: 019621C
Sachin Pathak– Partner
Membership No: 099065
UDIN: 26099065NUWFQG7325
Date: 30th December 2025
Place: Mumbai
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135ANNEXURE I
LIST OF DIRECT AND INDIRECT TAX LAWS ('TAX LAWS')
Sr. No. Details of tax laws
1 Income-tax Act, 1961 and Income-tax Rules, 1962
2 Central Goods and Services Tax Act, 2017
3 Integrated Goods and Services Tax Act. 2017
4 State Goods and Services Tax Act, 2017
5 Custom Act 1962
Sr. No. 1 referred to as Direct Tax Laws
Sr. No. 2 to 5 jointly referred to as Indirect Tax Laws
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136ANNEXURE II
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO ARMOUR SECURITY (INDIA).
LTD ("THE COMPANY") AND ITS SHAREHOLDERS UNDER THE APPLICABLE DIRECT AND INDIRECT
TAXES ("TAX LAWS")
Outlined below are the Possible Special Tax Benefits available to the Company and its shareholders under the Tax Laws.
These Possible Special Tax Benefits are dependent on the Company and its shareholders fulfilling the conditions prescribed
under the Tax Laws. Hence, the ability of the Company and its shareholders to derive the Possible Special Tax Benefits is
dependent upon fulfilling such conditions, which are based on business imperatives it faces in the future, it may or may not
choose to fulfil.
UNDER THE TAX LAWS
A. Special tax benefits available to the Company
a) Direct Tax Laws
There is no special tax benefit available to the Company under Direct Tax Laws, except for those provided under normal
provisions under Direct Tax Laws.
b) Indirect Tax Laws
There is no special tax benefit available to the Company under Indirect Tax Laws, except for those provided under normal
provisions under Indirect Tax Laws.
B. Special tax benefits available to Shareholders
There are no special tax benefits available to the Shareholders under the Tax Laws.
NOTES:
1. The above is as per the current Tax Laws prevalent as on the date of issuance of this certificate.
2. The above Statement of possible special tax benefits sets out the provisions of Tax Laws in a summary manner
only and is not a complete analysis or listing of all the existing and potential tax consequences of the purchase,
ownership and disposal of equity shares of the Company.
3. This Statement does not discuss any tax consequences in any country outside India of an investment in the equity
shares of the Company. The shareholders / investors in any country outside India are advised to consult their own
professional advisor, regarding possible income tax consequences that apply to them under the laws of such
jurisdiction
4. The possible special tax benefits are subject to conditions and eligibility criteria which need to be examined for
tax implications.
5. The tax benefits discussed in the Statement are not exhaustive and are only intended to provide general information
to the investors and hence, is neither designed nor intended to be a substitute for professional tax advice. In view
of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his
or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue.
1376. The stated benefits will be available only to the sole first named holder in case the equity shares are held by joint
holders.
Yours faithfully,
On behalf of Armour Security (India). Limited
Name: Arnima Gupta
DIN: 02212966
Managing Director
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138SECTION VIII – ABOUT THE COMPANY AND INDUSTRY
INDUSTRY OVERVIEW
The information in this chapter includes extracts from publicly available information, data and statistics and has been
derived from various government publications and industry sources. Neither we nor any other person connected with the
Issue have verified this information. The data may have been re-classified by us for the purposes of presentation. Industry
sources and publications generally state that the information contained therein has been obtained from sources generally
believed to be reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed, and their
reliability cannot be assured and, accordingly, investment decisions should not be based on such information.
Industry sources and publications are also prepared based on information as of specific dates and may no longer be current
or reflect current trends. Industry sources and publications may also base their information on estimates, projections,
forecasts and assumptions that may prove to be incorrect and, accordingly, investment decisions should not be based on
such information. You should read the entire Prospectus, including the information contained in the chapters titled “Risk
Factors” and “Financial Statements” and related notes beginning on page 38 and 217 of this Prospectus.
MACROECONOMIC OVERVIEW
Global Economic Overview
Global growth is projected at 3.0 percent for 2025 and 3.1 percent in 2026. The forecast for 2025 is 0.2 percentage point
higher than that in the reference forecast of the April 2025 World Economic Outlook (WEO) and 0.1 percentage point
higher for 2026. This reflects stronger-than-expected front-loading in anticipation of higher tariffs; lower average effective
US tariff rates than announced in April; an improvement in financial conditions, including due to a weaker US dollar; and
fiscal expansion in some major jurisdictions. Global headline inflation is expected to fall to 4.2 percent in 2025 and 3.6
percent in 2026, a path similar to the one projected in April. The overall picture hides notable cross-country differences,
with forecasts predicting inflation will remain above target in the United States and be more subdued in other large
economies.
Risks to the outlook are tilted to the downside, as they were in the April 2025 WEO. A rebound in effective tariff rates
could lead to weaker growth. Elevated uncertainty could start weighing more heavily on activity, also as deadlines for
additional tariffs expire without progress on substantial, permanent agreements. Geopolitical tensions could disrupt global
supply chains and push commodity prices up. Larger fiscal deficits or increased risk aversion could raise long-term interest
rates and tighten global financial conditions. Combined with fragmentation concerns, this could reignite volatility in
financial markets. On the upside, global growth could be lifted if
trade negotiations lead to a predictable framework and to a decline
in tariffs. Policies need to bring confidence, predictability, and
sustainability by calming tensions, preserving price and financial
stability, restoring fiscal buffers, and implementing much-needed
structural reforms.
Since the April 2025 WEO, uncertainty has remained elevated even
as effective tariff rates have come down (Figure 1). Most notably,
China and the United States on May 12 agreed to lower for 90 days
(until August 12) tariffs that had resulted from post–April 2
escalation. The US pause on higher tariffs for most of its trading
partners is now set to expire on August 1, pushing back the original
deadline of July 9. Letters issued by the US administration in July to
some trading partners threaten to impose tariffs even higher than
those announced on April 2. Legal proceedings are currently
underway in the United States concerning the use of the International
Emergency Economic Powers Act as a legal basis for the imposition
of tariffs. Although the passage of the One Big Beautiful Bill Act
(OBBBA) in July brought clarity to the near-term path of US fiscal
policy, it has added to uncertainty about longer-term fiscal
sustainability.
Global financial conditions have eased. US equity markets have largely rebounded, erasing losses from the April 2 tariff
139fallout and reaching new heights. Other global equity markets have also rallied, swayed by tariff-related announcements
and releases of macroeconomic data that turned out to be better than expected. Notably, the US dollar has depreciated
further, defying expectations that tariffs and larger fiscal deficits would cause the currency to appreciate. Implied paths for
policy rates have flattened for advanced economies, while continued dollar weakness has provided some monetary policy
space for emerging market and developing economies. Yield curves have steepened in the context of fiscal concerns,
although the steepening thus far is not unusual by historical standards despite very high debt and deficit levels in many
countries.
With these forces in place, the global economy has continued to hold steady, but the composition of activity points to
distortions from tariffs, rather than underlying robustness. Global growth in the first quarter of 2025 was 0.3 percentage
point above that predicted in the April WEO. International trade and investment drove activity, while private consumption
was more subdued across major jurisdictions. Real GDP decreased in the United States, at an annualized rate of 0.5 percent,
marking the first quarterly contraction in three years. Consumer spending rose only by 0.5 percent, but this came after
remarkably fast growth of 4.0 percent in the fourth quarter of 2024. Imports and business investment surged—especially
in information processing equipment. Taken together, these patterns were consistent with aggressive frontloading by US
firms and households ahead of expected higher prices induced by tariffs. In the euro area, GDP accelerated to 2.5 percent,
driven by investment and net exports, even as private consumption lost steam. Ireland largely led the spurt, with growth
shrinking to 1.4 percent when Ireland is excluded. China’s
real GDP growth, at an annualized rate of 6.0 percent,
exceeded expectations. This was mainly driven by exports,
propped up by a depreciating renminbi closely tracking the
dollar and with declining sales to the United States more
than offset by strong sales to the rest of the world (Figure
2), and, to a smaller extent, by consumption, supported by
fiscal measures. Japan’s economy contracted by an
annualized 0.2 percent, as soft private consumption and
weak net exports weighed on growth while strong private
investment helped cushion the decline. Global trade grew
robustly in the first quarter, but high-frequency indicators
point to an unwinding of front-loading in the second
quarter.
Global inflation is showing mixed signs. The global median
of sequential headline inflation has increased a notch, but
core inflation has eased considerably and is now below 2
percent. Several economies, including the euro area, have
seen downside surprises. In the United States, inflation has
ticked up, with tentative signs of pass-through from tariffs
and a weaker dollar to consumer prices in some import
sensitive categories, and intermediate goods costs for producers have risen.
Global growth is expected to decelerate, with apparent resilience due to trade-related distortions waning. At 3.0 percent in
2025 and 3.1 percent in 2026, the forecasts are below the 2024 outcome of 3.3 percent and the prepandemic historical
average of 3.7 percent, even though they are higher than the April reference forecast (see Annex Table 1). The upward
revision for 2025 is quite broad based (Figure 3), because it owes in large part to strong front-loading in international trade
as well as to a lower worldwide effective tariff rate than assumed in the April reference forecast and to an improvement in
global financial conditions.
Still, the revision is more pronounced in some countries, such as China, than in others. Frontloading is expected to unwind
in the coming quarters, with the payback weighing on activity in 2026 but offset by other developments, so growth overall
is revised slightly upward.
Growth in advanced economies is projected to be 1.5 percent in 2025 and 1.6 percent in 2026. In the United States, with
tariff rates settling at lower levels than those announced on April 2 and looser financial conditions, the economy is projected
to expand at a rate of 1.9 percent in 2025. This is 0.1 percentage point higher than the April reference forecast, with some
offset from private demand cooling faster than expected and weaker immigration. Growth is projected to pick up slightly
140to 2.0 percent in 2026, with a near-term boost from the OBBBA
kicking in primarily through tax incentives for corporate
investment. This is 0.3 percentage point higher than the April
reference forecast. The IMF staff estimates that the OBBBA
could raise US output by about 0.5 percent on average over the
WEO horizon through 2030, relative to a baseline without this
fiscal package.
In the euro area, growth is expected to accelerate to 1.0 percent
in 2025 and to 1.2 percent in 2026. This is an upward revision of
0.2 percentage point for 2025, but it is largely driven by the
strong GDP outturn in Ireland in the first quarter of the year,
although Ireland represents less than 5 percent of euro area GDP.
The upward revision for 2025 reflects a historically large
increase in Irish pharmaceutical exports to the United States
resulting from front-loading and the opening of new production
facilities. Without Ireland, the revision would be only 0.1
percentage point. The forecast for 2026 is unchanged from that
in April, with the effects of front-loading fading and the economy growing at potential. Revised defense spending
commitments are expected to have an impact in subsequent years, given the projected gradual increase to target levels by
2035.
In other advanced economies, growth is projected to decelerate to 1.6 percent in 2025 and pick up to 2.1 percent in 2026.
In some cases, currency appreciation offsets the favorable effects of more accommodative financial conditions, while the
effective tariff rates are the same or slightly higher than in the April WEO reference forecast because of new tariffs imposed
on imports of vehicle parts in May and a doubling of tariffs on steel and aluminum in June.
In emerging market and developing economies, growth is expected to be 4.1 percent in 2025 and 4.0 percent in 2026.
Relative to the forecast in April, growth in 2025 for China is revised upward by 0.8 percentage point to 4.8 percent. This
revision reflects stronger-than-expected activity in the first half of 2025 and the significant reduction in US–China tariffs.
The GDP outturn in the first quarter of 2025 alone implies a mechanical upgrade to the growth rate for the year of 0.6
percentage point. A recovery in inventory accumulation is expected to partly offset payback from front-loading in the
second half of 2025. Growth in 2026 is also revised upward by 0.2 percentage point to 4.2 percent, again reflecting the
lower effective tariff rates. In India, growth is projected to be 6.4 percent in 2025 and 2026, with both numbers revised
slightly upward, reflecting a more benign external environment than assumed in the April reference forecast.
In the Middle East and Central Asia, growth is projected to accelerate to 3.4 percent in 2025 and 3.5 percent in 2026.
Growth is expected to be relatively stable in 2025 in sub-Saharan Africa at 4.0 percent, before picking up to 4.3 percent in
2026. In Latin America and the Caribbean, growth is projected to slow to 2.2 percent in 2025 and recover back to 2.4
percent in 2026. Growth in emerging and developing Europe is also expected to slow and remain sluggish at 1.8 percent in
2025 and 2.2 percent in 2026.
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141Source:https://www.imf.org/en/Publications/WEO/Issues/2025/07/29/world-economic-outlook-update-july-2025
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142Indian Economic Overview
India’s economic journey over the past few years has been marked by remarkable growth and a steady rise in its position
on the global stage. After overtaking the United Kingdom (UK) to become the fifth largest economy in Q1 FY23, India has
continued this upward trajectory to surpass Japan in June 2025 to become the fourth largest economy in the world. With a
nominal Gross Domestic Product (GDP) of Rs. 3,31,03,000 crore (US$ 3.78 trillion), India’s growth reflects a combination
of strong domestic demand and policy reforms positioning the country as a key destination for global capital.
Further, India is projected to reach a GDP of Rs. 4,26,45,000 crore (US$ 5 trillion) by 2027 and is on course to surpass
Germany by 2028. Rising employment and increasing private consumption, supported by rising consumer sentiment, will
support GDP growth in the coming months.
Market Overview
India’s economy shows robust expansion, with real GDP for FY25 estimated at Rs. 1,87,97,000 crore (US$ 2.20 trillion),
from Rs. 1,76,51,000 crore (US$ 2.06 trillion) in FY24 with a growth rate of 6.5%. This growth is driven by rising
employment and stronger private consumption, supported by improving consumer sentiment, which is expected to keep
the momentum going in the near future.
Trade remains a critical pillar of India’s growth story with exports reaching Rs. 37,31,000 crore (US$ 436.6 billion) in
FY25, led by Engineering Goods (26.88%), Petroleum Products (13.86%) and Electronic Goods (8.89%). These exports
helped the economy stay resilient during the pandemic when other sectors slowed. Union Minister of Commerce and
Industry, Mr. Piyush Goyal projects exports to reach Rs. 85,44,000 crore (US$ 1 trillion) by 2030.
India’s ability to attract Foreign Direct Investment (FDI) has also strengthened. The country received record FDI inflows
amounting to Rs. 4,21,929 crore (US$ 49.3 billion) in FY25 a 15% increase over FY24, supported by a stable policy
environment, a large domestic market and steady economic growth positioning the country as a key destination for global
capital. This capital inflow also complements government plans for increased investment in infrastructure and asset-
building projects to further boost economic growth.
India’s external economic position is improving. The current account deficit narrowed to Rs. 1,98,726 crore (US$ 23.30
billion), or 0.6% of GDP, in FY25 from Rs. 2,21,754 crore (US$ 26.00 billion), or 0.7% of GDP, in FY24. This
improvement was due to higher net receipts from services and secondary income, according to the Reserve Bank of India
(RBI).
143Recent Developments
India is primarily a domestic demand-driven economy, with consumption and investments contributing to 70% of the
economic activity. With India’s economy showing resilient growth, supported by strong domestic demand, policy reforms,
and a healthy investment pipeline, several new projects and developments are underway across key sectors. This positive
development across key sectors is evident from following key economic data points.
• According to the Department for Promotion of Industry and Internal Trade (DPIIT), India's cumulative FDI inflow
stood at Rs. 91,45,988 crore (US$ 1.07 trillion) between April 2000-March 2025 with major share coming from
Mauritius at Rs. 15,36,849 crore (US$ 180.19 billion) with a total share of 25%, followed by Singapore at 24%
with Rs. 14,91,603 crore (US$ 174.88 billion), the United States (US) at 10% with Rs. 6,02,574 crore (US$ 70.65
billion), the Netherlands at 7% with Rs. 4,54,613 crore (US$ 53.3 billion), and Japan at 6% with Rs. 3,78,653
crore (US$ 44.39 billion).
• As of July 4, 2025, India’s foreign exchange reserves stood at Rs. 59,68,048 crore (US$ 699.74 billion).
• In May 2025, private equity (PE) and venture capital (VC) investments reached Rs. 20,470 crore (US$ 2.4 billion)
across 97 deals.
• Foreign Institutional Investors (FII) outflows in FY25 were close to Rs. 1,27,000 crore (US$ 14.89 billion), while
Domestic Institutional Investors (DII) bought in Rs. 6,00,000 crore (US$ 70.34 billion) in the same period.
• The HSBC India Manufacturing Purchasing Managers' Index (PMI) rose to a 14-month high of 58.4 in June 2025
from 57.6 in May, indicating a strong improvement in manufacturing conditions. Robust domestic and
international demand drove sharp increases in output and new orders, while employment saw a record rise as firms
expanded their workforce to meet rising workloads. New export orders surged, marking the third-fastest growth
since the survey began in 2005. Although input cost inflation eased, producer prices increased as companies passed
on higher freight and labour costs to customers.
• India saw a robust 10.35% growth in passengers carried by domestic airlines at 431.98 lakh in FY25, from 391.46
lakh in FY24, according to the Directorate General of Civil Aviation (DGCA).
• India secured 39th position out of 133 economies in the Global Innovation Index 2024. India rose from 81st
position in 2015 to 39th position in 2024. India ranks third position in the global number of scientific publications.
• In FY25, the Goods and Services Tax (GST) recorded its highest-ever gross collection at Rs. 22,08,000 crore
(US$ 258 billion), registering a YoY growth of 9.4%. The average monthly collection stood at Rs. 1,84,000 crore
(US$ 21.57 billion).
• In May 2025, the overall Index of Industrial Production (IIP) stood at 156.6 (base 2011–12 = 100), reflecting a
YoY growth of 1.2%. The mining, manufacturing and electricity sectors stood at 136.6, 154.3 and 216,
respectively.
• According to data released by the Ministry of Statistics & Programme Implementation (MoSPI), India’s Consumer
Price Index (CPI) - Combined inflation was 3.34% in March 2025 against 4.85% in March 2024.
• India’s wheat procurement for FY26 has reached 29.7 million tonnes as of May 22, 2025, the highest in four years
and up 13.5% YoY. Strong production of 115.43 million tonnes, favourable weather, and bonuses above the
Minimum Support Price (MSP) in key states have driven this growth. The Food Corporation of India expects
procurement to hit 32.5 million tonnes by season end, raising stocks to 44 million tonnes, well above the 18.4
million tonnes needed for the Public Distribution System.
Government Initiatives
Over the years, the Indian government has introduced many initiatives to strengthen the nation's economy. The Indian
government has been effective in developing policies and programmes that are not only beneficial for citizens to improve
their financial stability but also for the overall growth of the economy. Over recent decades, India's rapid economic growth
has led to a substantial increase in its demand for exports. Besides this, several of the government's flagship programmes,
including Make in India, Start-up India, Digital India, the Smart City Mission, and the Atal Mission for Rejuvenation and
Urban Transformation, is aimed at creating immense opportunities in India. In this regard, some of the initiatives taken by
the government to improve the economic condition of the country are mentioned below:
144• On July 5, 2025, the Union Cabinet approved the Rs. 1,00,000 crore (US$ 11.72 billion) Research, Development
and Innovation (RDI) Scheme, launching long‑term, low‑ or zero‑interest funding via a special purpose fund under
the ANRF to jump‑start India’s R&D ecosystem and support deep‑tech and startup innovation.
• On March 27, 2025, the Reserve Bank of India proposed doubling the investment cap for individual foreign
investors in listed firms from 5% to 10%, with a combined foreign individual limit increasing to 24%, to counter
Foreign Portfolio Investment (FPI) outflows.
• According to a report by Wood Mackenzie in January 2025, India, the US, and West Asia are expected to
collectively add 100 Gigawatts (GW) of solar capacity by 2025, while China is anticipated to continue its
leadership in the solar industry.
• In July 2024, the Ministry of Finance held the Union Budget and announced that for 2024-25, the total receipts
other than borrowings and the total expenditure are estimated at Rs. 32,07,000 crore (US$ 375 billion) and Rs.
48,21,000 crore (US$ 564 billion), respectively.
• In February 2024, the Finance Ministry announced the total expenditure in Interim 2024-25 estimated at Rs.
47,65,768 crore (US$ 571.64 billion) of which total capital expenditure is Rs. 11,11,111 crore (US$ 133.27
billion).
• On January 22, 2024, Prime Minister Mr. Narendra Modi announced the 'Pradhan Mantri Suryodaya Yojana'.
Under this scheme, one crore households will receive rooftop solar installations.
• On September 17, 2023, Prime Minister Mr. Narendra Modi launched the Central Sector Scheme PM-
VISHWAKARMA in New Delhi. The new scheme aims to provide recognition and comprehensive support to
traditional artisans & craftsmen who work with their hands and basic tools. This initiative is designed to enhance
the quality, scale, and reach of their products, as well as to integrate them with Micro, Small and Medium
Enterprises (MSME) value chains.
• On August 6, 2023, Amrit Bharat Station Scheme was launched to transform and revitalize 1,309 railway stations
across the nation. This scheme envisages development of stations on a continuous basis with a long-term vision.
• On June 28, 2023, the Ministry of Environment, Forests, and Climate Change introduced the ‘Draft Carbon Credit
Trading Scheme, 2023’.
• From April 1, 2023, Foreign Trade Policy 2023 was unveiled to create an enabling ecosystem to support the
philosophy of ‘Aatmanirbhar Bharat’ and ‘Local goes Global’.
• To enhance India’s manufacturing capabilities by increasing investment and production in the sector, the
government of India has introduced the Production Linked Incentive Scheme (PLI) for Pharmaceuticals.
• Prime Minister’s Development Initiative for North-East Region (PM-DevINE) was announced in the Union
Budget 2022-23 with a financial outlay of Rs. 1,500 crore (US$ 182.35 million).
• Prime Minister Mr Narendra Modi has inaugurated a new food security scheme for providing free food grains to
Antyodaya Ann Yojna (AAY) & Primary Household (PHH) beneficiaries, called Pradhan Mantri Garib Kalyan
Ann Yojana (PMGKAY) from January 1, 2023.
Road Ahead
India’s economy grew by 6.5% in FY25. With a 7.4% growth rate in Q4 FY25, with RBI projecting a growth rate of 6.5%
in FY26 as well. India's comparatively strong position in the external sector reflects the country's positive outlook for
economic growth and rising employment rates. In 2024, India rose to 15th place globally in FDI rankings and retained its
position as South Asia’s top recipient.
In H1 FY25, India’s growth-focused approach was underscored by the government’s capital expenditure outlay of Rs.
15,02,000 crore (US$ 176 billion), reinforcing its commitment to infrastructure-led development.
In the Union Budget of FY26, capital expenditure took lead by steeply increasing the capital expenditure outlay by 10% to
Rs. 11,21,000 crore (US$ 131 billion) over Rs. 10,18,000 crore (US$ 119 billion) in FY25. Stronger revenue generation
because of improved tax compliance, increased profitability of the company, and increasing economic activity also
contributed to rising capital spending levels.
India’s total goods and service exports surged by 76% over the past decade, touching Rs. 70,36,425 crore (US$ 825 billion)
in FY25, driven by strong performance in engineering goods, electronics, and pharmaceuticals. With a reduction in port
congestion, supply networks are being restored.
Source: https://www.ibef.org/economy/indian-economy-overview
145PRIVATE SECURITY MARKET GLOBAL OUTLOOK
The global private security services market size was estimated at USD 4.62 billion in 2024 and is projected to reach USD
8.00 billion by 2030, growing at a CAGR of 9.8% from 2025 to 2030.The private security services industry is experiencing
significant growth, particularly within the residential sector, as individuals increasingly seek reliable solutions to protect
their homes. Key factors that are driving the private security services market include rising safety concerns, technological
advancements, evolving threat landscapes, and inadequacies in public security resources.
Attributes Details
2024 Market Size USD 4.62 Billion
2030 Projected Market Size USD 8.00 Billion
CAGR (2025-2030) 9.8%
North America Largest market in 2024
Country-wise Insights
Countries Value CAGR (2024 to 2034)
United States 1.90%
Germany 0.70%
Japan 4.30%
China 3.30%
India 6.80%
PRIVATE SECURITY SERVICES MARKET IN INDIA
The Indian private security market is expanding at rapid pace, expected to have an annual growth rate of 9.93%. While
some major players need to comply with the Private Securities Agencies Regulation Act 2005 or the Payment of Wages
Act, 1936, 65% of the market is comprised of smaller, unorganized agencies.
Evolution of the national security in India
National security in India is no longer understood in its narrow military terms. It has now more stakeholders than ever
before. Many new entrants from the private and corporate sectors, Non-governmental Agencies including government and
private think tanks and universities, both private and public, and academia are participating in its ambit. The government
too realizes that this accretion will add to India’s national comprehensive strength. Technology factor is becoming the
driver for rapid economic development. Technology therefore is going to be the key for the government to dominate the
146security and intelligence space in the country. Both technology and governmental requirements are now interlinked and
interconnected. They can no longer operate in the “silo” mode. In this scheme of things, the corporate industry in India has
a strategic role to play.
Private security sector signficance and its credentials in India
The private security sector in India serves as a link between the government and the industry’s needs. It is India’s largest
corporate taxpayer and employs over 7 million personnel, with this number growing each year. The sector is valued at
approximately INR 400 billion and is expected to grow at a compound annual growth rate (CAGR) of 20%. While it has a
predominant presence in Tier-I and Tier-II cities, it operates in approximately 550 districts across the country. Furthermore,
initiatives like Smart Cities, “Make in India,” and “Digital India,” along with the retail boom and increasing urbanization,
will necessitate significant changes in the way the industry currently operates.
Key growth drivers for the private security sector
The private security sector has emerged into a major industry by virtue of the employment of a large body of manpower,
both skilled and unskilled, to meet the burgeoning demands of the corporate sector across the SMSE spectrum. Key drivers
for the exponential growth of this sector are attributed to the increase in urbanization, increasing perception of insecurity
amongst the civil society, emergence of contained commercial complexes and residential townships, shortage of police
personnel. Also, the fact that running a security agency is currently a profitable business model due to limited government
oversight on quality and the willingness of clients to compromise on standards. The existence of large numbers of agencies
are making monitoring of quality, reliability and accountability an administrative challenge.
The expectation from this sector will increase exponentially when under the Make in India, Digital India, Smart
Cities program and other initiatives, the distinction between public and private sector will get blurred, as strategic sectors
will be thrown open to participation by corporate players both Indian and foreign.
Challenges faced by the private security sector
The strategic importance of the private security industry in India is evident, attracting significant interest from both
international and domestic investors. One major challenge is the growing demand for quality and transparency from
customers and the government. This heightened demand is difficult for small firms to meet, which threatens their survival
in a competitive market. As a result, there is an imminent trend towards consolidation or buyouts of smaller firms by larger
entities looking to capture a greater market share. Additionally, Private Security Agencies (PSAs) are increasingly
becoming targets for investors due to their ability to combine high growth rates with high returns on capital employed
(RoCE). This situation presents both an opportunity for well-positioned firms and a challenge for those unable to meet
these performance expectations.
Other developments expected in the private security sector and its regulation
One worth mentioning is the integration between corporate insurance and high-end professional security services. A major
growth spurt is expected in Tier-III cities. The resources of the central and state governments to protect national assets and
interests are stretched to the limit, making it nearly impossible to extend their limited resources to other areas. Despite this,
the central and state governments have devoted less attention to creating credible alternative systems to take on the
responsibilities of “watch and ward” and “research and development” from state institutions.
The focus of security solutions in India has remained state-centric, emphasizing law enforcement and the prevention of
terrorist-type attacks. It is still at a preliminary stage of conceptualization regarding everyday security concerns of the
common man and the safety and security of critical corporate infrastructure. The ability of the corporate sector to protect
itself against hazards of industrial espionage, subversion and sabotage remains a matter for discussion and action.
The Ministry of Home Affairs is the nodal ministry supervising the provisions of the Private Security Agencies Regulation
Act and it is currently looking at this from a purely regulatory point of view. The role of the state governments and union
territories is also mentioned in the PSAR Act. There is a need for constant review of the act’s provisions to ensure that it
remains competent and capable of meeting contemporary challenges.
Aspect that is still underdeveloped and need more attention in the private security sector
While delivering a key note address entitled “Cybercrime, Pandemics, Industrial Disasters and Fire Safety” at the
33rd Annual Conclave of the Institute of International Safety and Security Management (IISM) in 2023, Pratap Heblikar, a
147retired Special Secretary to the Government of India with over 38 years of service, emphasized on the need to (a) Create
awareness of national security in the Indian context (b) Capacity building and (c) Skills development. The Rashtriya Raksha
University (RRU), an institute of national importance under the Union Home Ministry, has an exclusive centre for the
private security industry which holds regular workshops, seminars/webinars and conferences and is brains-trust for the
government on the subject. The Central Association for Private Security Industry (CAPSI) based in New Delhi looks at all
aspects of the industry and interacts regularly with the stakeholders. There are many other such institutions in this segment.
The Centre for National Security Studies (CNSS), Bangalore, is looking at private security industry as part of its Non-
Traditional Security curriculum.
Areas that require higher degree of specialisation within the private sector and its corresponding benefits
There are areas such as vast educational complexes, huge hospitals, Malls, IT/ICT campuses with large foreign participation
and even research companies. These are high-risk sectors requiring better quality asset protection standards. The role of
technology as a force multiplier is advocated in such cases.
Today the scope of a PSG (Private Security Guard) has expanded considerably to include Prevention of industrial
espionage, High-value asset protection, Facility management, Management of Electronic Security Systems and Emergency
Response to name a few. However, the response from PSAs in general does not adequately come up to the mark in terms
of a consistent quality of personnel, service delivery and accountability.
Apart from their critical functions, PSGs now provide skilled technical services including the operation of X-ray machines,
metal detectors, canine units, emergency response teams, bodyguard services, bomb and explosive detection, and CCTV
surveillance.
The change in perception has to start from somewhere and legislation is by far one of the best places to initiate a change
that has potential national security repercussions.
By investing in human capital, cannot only address vulnerabilities but also create a wave of employment opportunities
within industry. This involves preparing the private security sector to take on greater responsibilities in employment,
recruitment, training, and skills evaluation. A strategic plan is essential to ensure that the industry is well-prepared to meet
these challenges and serve as an effective line of defense in the corporate sector.
The private security industry in India has several accolades to its credit especially during natural disasters and calamities.
The industry rose to the occasion as a single-individual during the coronavirus (Covid-19) pandemic especially when it
was not trained to tackle the problem. It also met the challenge of tackling the menace of floods, fighting major fire incidents
and evacuating people from earthquakes and other emergencies. In many other cases, it proved its mettle as a reliable
service provider beyond the call of duty.
The pandemic also exposed key areas for improvement. It had many key takeaways: creating a robust cybersecurity system,
combating grey zone warfare or disinformation campaigns both internally and emanating from across the frontiers, focusing
more on political risk management and business risk management, inducting technology and judicious employment funds
for R & D, leveraging information to deal with non-traditional security such as maritime security, terrorism, and
cybersecurity, and aligning with like-minded institutions in friendly countries for the exchange of information, best
practices, and training of human resources.
Road Ahead/Measures that can be taken to ensure that the private security sector continuous to grow
The private security sector in India is already a major contributor towards providing gainful employment to a vast majority
of people who by virtue of economy, education and other factors, would typically be challenged to find a decent alternative
to unemployment.
The overall intention is not to deprive these resource pools by regulating and creating standards that they cannot (yet) meet,
but to:
Firstly, create guidelines for eligibility, at employee and employer levels. This should go hand in hand with reforms and
revisions in legislation at both Central and State levels.
Secondly, create the means by which this potential workforce may apply for affordable training and certification, making
them eligible as per guidelines framed by the Center and the State Governments.
Thirdly, through differentiation between conventional/general security and specialized security services, ensure that the
148industry taps into the vast potential of both former civil and military personnel/ Law Enforcement/Intelligence personnel,
who can easily step up to the demands of specialized services in the civil/corporate vertical.
Finally, create a pan India format, no different from any other skilled professional course (Engineering, Medicine,
Management etc.) for the various levels and types of private security training that is required by the Indian market.
(Source: https://blog.icoca.ch/private-security-industry-in-india-an-overview-with-former-special-secretary/ )
RECRUITMENT AND STAFFING INDUSTRY – GLOBAL OUTLOOK
Introduction of the Recruitment & Staffing Market
Recruitment and staffing services refers to industries that deal with the process of identifying, selecting and placing
employees for jobs within the organizations. Some of the activities may include role profiling, candidate pooling,
interviewing, and placing individuals in organizations with the right opportunities. It comprises temporary staffing, contract
placements, permanent staff recruitment as well as recruitment of executives in niche areas. Recruitment and staffing
market is an important facet to the economy since they link employers to employees to ensure their needs for human capital
are met seamlessly. The rising youth population, combined with a high demand for cost-effective candidate recruiting, is
driving market expansion. The market is growing as more modern recruiting and staffing solutions, such as applicant
tracking systems and others, are adopted for cost-effective and better hiring. The increased competitiveness in all industries,
which leads to improved candidate recruiting, is propelling market expansion even further.
Market Dynamics of Recruitment & Staffing Market - Key Drivers for Recruitment and staffing market
• Huge job opportunities in the BFSI and IT sectors drive staffing and recruitment market growth - IT hiring and
recruitment sector is rapidly expanding. According to research from the online hiring site Monster, the banking,
financial services, and insurance (BFSI) industry in India will see a 27% increase in job posts year over year in
February 2023. According to Monster data, finance-related employment will account for around 8% of all jobs posted
on the site by 2023. Furthermore, India is seeing a significant increase in job prospects as a result of digitization,
payment innovations, and expanded financial inclusion, as well as the forthcoming 5G deployment. According to the
Monster Employment Index, hiring in the BFSI industry increased by 25% in August 2022, after experiencing a 21%
increase in July 2022.
• Rising young populations - The presence of young workers in the job market and the desire of recruitment agencies
for budget-friendly approaches are significantly impacting the expansion of the Recruitment & Staffing Market.
Recruitment helps connect skilled and capable young individuals with organizations that are seeking employees,
ensuring companies find the right candidates for their needs. Similarly, the focus on expenses has led companies to
choose recruitment solutions that are both efficient and cost-effective. These elements contribute to the expansion of
the Recruitment & Staffing Market by meeting the demand for cost-effective and effective recruitment services,
enabling businesses to acquire the appropriate talent.
Restraint Factor for the Recruitment & Staffing Market
• Rising Costs and Margin Pressure - The Recruitment & Staffing Market is restrained by increasing cost and margin
pressure. As the operational cost increases in the industry (for e.g. technology investment, talent acquisition cost etc.),
it leads to margin pressure for the recruitment agencies, as every business tries to maintain the profit margin, which
directly impact the competitive pricing for the services offered. The rising operational cost may also affect the smaller
agencies to invest in cutting edge technologies, training programs etc., which directly impact their competitiveness in
the market. Hence the increasing cost in the industry will definitely be a challenge and how efficiently businesses
manage this cost pressure will define their sustained growth and profitability.
• Impact of Covid-19 on the Recruitment & Staffing Market - The Covid-19 pandemic changed the Recruitment &
Staffing market dynamically with its impact across the entire global market. As a result of the COVID-19 pandemic
that led to some shutdowns, economic instability and business disruption, many organizations were compelled to freeze
or even downsize their employee intake, hence reducing the demand for recruitment services. Nevertheless, as the
economies slowly turns into improvement there is observed the shift in the focus on remote work and virtual hiring
what accelerates the employment of digital recruitment solutions and platforms. Temporary and contract staffing
opportunities have become even more valuable in the current global context as the pandemic has highlighted the
importance of flexibility. Overall, the Recruitment & Staffing industry focuses on the new environment given by the
Covid-19, on the availability of developing urgent, innovative solutions for companies in a post-Covid world.
149Regional Analysis of the Recruitment & Staffing Market
• Which Region Dominates the Recruitment & Staffing Market in 2024?
According to Cognitive Market Research, North America dominated the market in 2024. It accounted for around 40%
of the global revenue. North America's vibrant industries, such as technology, healthcare, finance, and manufacturing,
fuel demand for talented workers. The technology sector, which includes Silicon Valley in the United States and
technology clusters in Canada, is constantly in need of top-tier talent to drive innovation and growth.
• Which Region is Expanding at the Fastest CAGR?
The Asia Pacific region is the fastest-growing region in the Recruitment & Staffing market. The recruitment sector in
the region has experienced substantial growth due to dynamic economies, continuous technological advancement, and
increasing demand for skilled workers in all industries. Asia Pacific is a significant driver in the global Recruitment &
Staffing market, leading the way in innovation, digital transformation, and talent acquisition.
• North America Recruitment & Staffing
According to Cognitive Market Research, the global Recruitment & Staffing market size was estimated at USD
519848.5 Million, out of which North America held the major market of more than 40% of the global revenue with a
market size of USD 207939.40 million in 2024 and will grow at a compound annual growth rate (CAGR) of 8.1%
from 2024 to 2031.
• Europe Recruitment & Staffing
According to Cognitive Market Research, the global Recruitment & Staffing market size was estimated at USD
519848.5 Million out of which Europe held the market of more than 30% of the global revenue with a market size of
USD 155954.55 million in 2024 and will grow at a compound annual growth rate (CAGR) of 8.4% from 2024 to 2031.
• Asia Pacific Recruitment & Staffing
According to Cognitive Market Research, the global Recruitment & Staffing market size was estimated at USD
519848.5 Million, out of which Asia Pacific held the market of around 23% of the global revenue with a market size
of USD 119565.16 million in 2024 and will grow at a compound annual growth rate (CAGR) of 11.9% from 2024 to
2031.
• South America Recruitment & Staffing
According to Cognitive Market Research, the global Recruitment & Staffing market size was estimated at USD
519848.5 Million out of which Latin America market of more than 5% of the global revenue with a market size of
USD 25992.43 million in 2024 and will grow at a compound annual growth rate (CAGR) of 9.3% from 2024 to 2031.
• Middle East and Africa Recruitment & Staffing
150According to Cognitive Market Research, the global Recruitment & Staffing market size was estimated at USD
519848.5 Million, out of which the Middle East and Africa held the major market of around 2% of the global revenue
with a market size of USD 10396.97 million in 2024 and will grow at a compound annual growth rate (CAGR) of
9.6% from 2024 to 2031.
• Recruitment & Staffing Market Analysis
Global Recruitment & Staffing Market Report 2024 Edition talks about crucial market insights with the help of
segments and sub-segments analysis. In this section, we reveal an in-depth analysis of the key factors influencing
Recruitment & Staffing Industry growth. Recruitment & Staffing market has been segmented with the help of its Type,
Application Service, and others. Recruitment & Staffing market analysis helps to understand key industry segments,
and their global, regional, and country-level insights. Furthermore, this analysis also provides information pertaining
to segments that are going to be most lucrative in the near future and their expected growth rate and future market
opportunities. The report also provides detailed insights into factors responsible for the positive or negative growth of
each industry segment.
• Recruitment & Staffing Market Type Segment Analysis
According to Cognitive Market Research, The largest segment is Permanent Placement. Permanent Placement or
placing candidates in full-time positions with companies forms a major part of the recruitment industry. Permanent
Placement plays an important role in helping qualified candidates find permanent job positions, fulfilling organizations
long term staffing needs.
Contract Staffing is the fastest-growing category in the Recruitment & Staffing market. Contract Staffing or placing
candidates in a temporary or project basis position with organizations is the segment which is growing by leaps and
bounds as companies are looking for flexible solutions for their workforce requirements.
Recruitment & Staffing Market Application Segment Analysis
According to Cognitive Market Research, Financial and Legal Sector is the most prominent of them. This segment includes
professionals such as financial analysts, lawyers, accountants and auditors– among others. Thus, Financial and Legal Sector
is crucial for effective functioning of businesses and institutions in the market that necessitates specialized hiring services
to source for staff needed within these roles. Because of the intricate nature and specific qualification requirements for this
job sector, it is an integral part of recruitment industry in which talented placements are always wanted to be made.
The Recruitment & Staffing market’s fastest growing segment is Medical and Science Sector. It consists of healthcare
professionals, researchers, scientists, among others who have specialist roles in the medical/science fields. The changes in
technology in medical researches along with health care primarily have resulted to the increase in demand for human capital
in this sector.
151Recruitment & Staffing Service Segment Analysis
• Service Segment Analysis
According to Cognitive Market Research, the leading segment is Support & Maintenance. The provision of ongoing
support and maintenance for clients ensures the smooth operation and maintenance of systems, applications, or
products. This segment is vital for businesses to uphold the operation and reliability of technology solutions and
therefore is vital for the recruitment industry. Businesses demand a continuous influx of skilled manpower into support
and maintenance functions.
Integration & Deployment is the fastest-growing sector in the Recruitment & Staffing industry. New additions refer to
the new systems, software, or technology being incorporated into organizations. When businesses are getting ready to
experience digital transformations or adopting new technologies, they often need experts in integration and deployment
to meet new requirements that come with new implementations or integrations. Businesses need skilled individuals to
ensure a smooth implementation and rollout.
a) Integration & Deployment
b) Support & Maintenance
c) Training & Consulting
• Software Segment Analysis
According to Cognitive Market Research, the dominating segment is Recruiting. Recruiting refers to the process of
sourcing, attracting, and selecting candidates for job roles in organizations. This segment is the most essential part of
the recruitment business as corporations always have vacancies that need to be filled with competent and appropriate
candidates. The large demand for recruitment services to select the right talent for different positions makes Recruiting
the dominant segment in the market
The high growing segment in the Recruitment & Staffing market is Talent Management. Talent Management refers to
employee development, performance management, and succession planning within corporations. As businesses value the
necessity of retaining and developing their major talents, the demand for talent management services has grown
substantially. (Source: https://www.cognitivemarketresearch.com/recruitment-%26-staffing-market-report)
MANPOWER CUM STAFFING INDUSTRY – INDIA OUTLOOK
India has seen good growth in employment in recent years, as highlighted by labour market indicators that show strong
signs of post-pandemic recovery and increased formalisation of the economy. This growth can be attributed to notable
achievements in entrepreneurship, formalisation, skill development, and the transformation of the regulatory framework.
Labour laws intended to protect the rights of women workers have, more often than not, discouraged hiring by creating
systemic barriers to their entry into the workforce. India’s new Labour Codes address this by enabling night shifts for
women with safety measures, extending 26 weeks of maternity leave to gig and informal workers and mandating creche
facilities in workplaces with 50 or more employees. The Codes ensure equal pay and prohibit gender discrimination in
recruitment while allowing women to work in all sectors, including hazardous roles, with safeguards. These reforms will
promote gender inclusivity, workplace safety, and social security for women.
By simplifying compliance, fostering labour flexibility, and promoting worker welfare, labour reforms have created an
enabling environment that balances ease of doing business with the protection of worker rights. Together, these measures
foster a ‘virtuous cycle of job creation,’ supporting sustainable employment growth and economic inclusivity.
Deregulation, in general, whether or not related to labour, will boost employment because it helps lower the cost of doing
business and allows for the resource to be used for expanding capacity through more labour and more and better equipment.
Thus, the increase in employment opportunities under various sectors in India is propelling the India staffing and
recruitment market share in the country.
(Source: https://www.indiabudget.gov.in/economicsurvey/doc/echapter.pdf )
Navigating the Future of Staffing: Tech Trends and Innovations
Technological advances have been so pervasive, no industry is untouched–and that includes staffing. Changes in the way
staffing professionals attract, assess, and place talent have created a large-scale evolution across staffing agencies. In the
dynamic realm of staffing and recruiting, adaptation is the key to survival. And beyond simple survival, technology can
152deliver powerful benefits in the form of streamlined processes, enhanced efficiency, and improved sorting.
Top Four Technological Trends in Staffing
1. Artificial Intelligence
Artificial intelligence (AI) and automation have emerged as game-changers in the staffing industry, offering
unprecedented opportunities for efficiency and insight. AI-powered algorithms can analyze vast amounts of data to
identify patterns and predict future hiring needs, enabling recruiters to make more informed decisions and allocate
resources more effectively.
Additionally, automation tools streamline repetitive tasks such as resume screening, candidate sourcing, and
scheduling interviews, freeing up recruiters to focus on more strategic initiatives.
One notable application of AI in staffing is conversation intelligence software. By leveraging natural language
processing (NLP) and machine learning algorithms, conversation intelligence platforms can analyze communication
between recruiters and candidates in real-time, extracting valuable insights to improve engagement and drive better
outcomes.
Not to mention, sales enablement tools automatically transcribe audio, create summaries, and identify moments of
high emotion on the part of the candidate. This type of insight allows staffing agents to pick up conversations
seamlessly and improve their performance thanks to easy insight into past interactions and analytics.
2. Customizable Applicant Tracking Systems (ATS)
One sticking point for staffing agents has been clunky, one-size-fits-all software which is difficult to adjust to evolving
needs. To address this operational obstacle, new software has come on the market which are lighter and more
customizable.
These software also provide new features that are better aligned with the demands on staffing agents. For example,
manual resume screening can be time-consuming and prone to bias, a significant concern for clients looking to build
diverse teams. Automation tools, powered by AI, can assist in the initial screening process by intelligently matching
keywords and qualifications, enabling recruiters to focus their efforts on interviewing the most qualified candidates.
3. Social recruiting
The social recruiting trend in staffing refers to the practice of using social media platforms as a means to find and
engage with potential candidates. Social media networks have become valuable tools for recruiters to search for and
connect with talent, as well as promote job opportunities and engage with candidates throughout the hiring process.
Recruiters can leverage social media platforms, such as LinkedIn, Facebook, Twitter, and Instagram, to source
potential candidates, build employer brand presence, advertise job openings, and engage with passive candidates.
These platforms provide access to a vast pool of candidates and allow recruiters to connect with individuals who may
not be actively seeking employment.
To create messaging campaigns and nurture candidates at scale, staffing agencies can implement omnichannel
communications software. This type of tool centralizes interactions with candidates so they can follow conversations
occurring across channels, and provides agents with the ability to reach out to applicants informally and interactively.
4. Increased flexibility
Following the sea change caused by COVID-19, the norms of the traditional office are officially broken. And the
openness to remote work has opened up the pool of potential candidates–plus, candidates now look for jobs outside of
regular working hours.
These shifts have led to greater demand for flexibility from all parties involved: staffing agencies, candidates and
employers.
As regards agencies, providing options like digital job applications, chat bots, and remote assessment options helps to
meet these new expectations. This provides a better experience for the candidates because they can access more
opportunities and apply for positions easily and efficiently, while employers have peace of mind knowing they’ve been
able to select from a large candidate pool.
153The Benefits of Tech-Driven Staffing and Recruiting
Incorporating the latest technological trends not only helps to meet the ever-growing expectations of candidates and clients,
it can also improve the daily operations of staffing agencies, improving not just performance but employee experience.
Here are the main benefits you can expect.
Improved Efficiency: Technology streamlines the staffing process, reducing manual effort and allowing recruiters to focus
on high-value tasks such as building relationships and conducting interviews.
Enhanced Candidate Screening: AI tools enable staffing professionals to screen candidates more efficiently, ensuring a
higher quality candidate pool for clients.
Increased Client Satisfaction: The ability to provide personalized and efficient staffing solutions through tech-driven
processes improves client satisfaction and strengthens business relationships.
Overcoming Challenges and Navigating Ethical Considerations
While technology has revolutionized the staffing industry in many ways, it also presents unique challenges and ethical
considerations. The use of AI and automation in recruitment raises concerns about algorithmic bias, data privacy, and job
displacement.
Recruiters must be mindful of the potential impact of technology on diversity and inclusion efforts, ensuring algorithms
are trained on unbiased data and regularly audited for fairness.
Additionally, as the boundaries between professional and personal data blur, recruiters must navigate the ethical
implications of accessing and utilizing candidates' digital footprints and social media profiles.
The Future of Staffing and Recruiting:
The tech trends discussed in this article are just the beginning. Advancements in areas like predictive analytics, machine
learning, and natural language processing will continue to shape the future of staffing and recruiting.
By embracing emerging technologies, leveraging data-driven insights, and adopting ethical recruiting practices, recruiters
can navigate the ever-changing landscape of staffing with confidence and drive better outcomes for both employers and
candidates alike.
(Source: https://www.zoho.com/blog/recruit/new-staffing-revolution.html)
INTEGRATED FACILITY MANAGEMENT SERVICE – GLOBAL OUTLOOK
Facility Management Services Market Overview
The facility management service market is estimated to reach a valuation of USD 670 billion by the year 2032, at a CAGR
of 8.9% during the forecast period 2024 to 2032. Facility Management (FM) is a business function that integrates place,
people, technology, and process to guarantee the physical environment's seamless functionality, comfort, safety, and
efficiency. A group of upkeep services known as "facility management services" are used by businesses and housing
developments to achieve their desired goals. The rapidly expanding tourist and hospitality industries, the need to adhere to
environmental and regulatory standards, and the increased demand for value-added services all contribute to the growth of
the facility management services market.
The goal of the facility management services is to automate the laborious and prone to error manual activities while focusing
on compliance through core business expertise. These services are aware of the nature of the businesses and the rules that
the company is subject to. International Traffic in Arms Regulations (ITAR), for instance, prohibits non-US residents from
entering facilities that are necessary for national security. The facilities management services encourage compliance by
guaranteeing appropriate oversight and protocols for data security. As a result, the facility management services market is
anticipated to grow rapidly during the forecast period as a result of the need to adhere to environmental and regulatory
standards.
154Facility Management Services Market Trends Insights
The new-age trend of utilizing cloud computing is aiding the facility management services market's growth.
Currently, cloud-based solutions offer a secure and protected method for hosting software related to facility management.
Additionally, they aid businesses in cost reduction by enhancing security and collaboration among subsidiaries and teams
dispersed across multiple regions. Moreover, cloud-based facilities management solutions offer superior security and
scalability, expedited disaster recovery, and secure hosting for sensitive data. Furthermore, backups are securely stored
on either a public or private cloud hosting platform, enabling organizations to promptly access critical server information.
Secure login credentials enable data access from any location with a dependable internet connection. The implementation
of cloud-based facilities management systems results in increased customer satisfaction and decreased repair and
maintenance costs. Therefore, the facility management market is experiencing growth due to the adoption and integration
of cloud-based solutions, which can be attributed to the aforementioned benefits.
Facility Management Services Segment Overview
The facility management services market is primarily segmented based on service type and end-use industry.
Based on service type, the said market segment is further classified into Hard Service and Soft services, out
of which the hard services segment is estimated to dominate the market. The hard services segment is anticipated to
maintain a substantial market share as a result of the infrastructure industry's sustained expansion. Furthermore, this
industry encompasses cleaning, plumbing and drainage, building fabric maintenance, and various other labour-intensive
services. These utilities are integrated into the physical structure of the building. Additionally, the heavy services sector
is being propelled by the burgeoning expansion of the building and construction industry, which can be attributed to the
worldwide surge in urbanization. In addition, soft services, which are the subsegment of the service type that is expanding
at the quickest rate, are anticipated to expand substantially over the forecast period. Furthermore, this increase can be
attributed to heightened investments in sectors such as energy management, wastewater management, waste management,
and renewable energy management.
Based on the end-use industry, the facility management services market is further sub-segmented into real estate,
healthcare, education, and military & defense. Out of which, the real estate sub-segment dominates the market share. The
real estate sector is anticipated to be the most active sector in the said market segment ly during the forecast period, owing
to the continuous growth in the construction and development industries in numerous nations. Furthermore, it is
anticipated that the real estate sector will experience significant growth in the market share, followed by the remaining
sectors, which primarily consist of IT & telecommunications and BFSI enterprises. Moreover, the healthcare sector is
expected to experience substantial growth over the said forecast period due to the rising implementation of facility
management services as preventative measures in numerous nations. Apart from this, the government sector is also
estimated to earn a substantial market share by the end of the forecast period, which is primarily attributed to the
government's emphasis on infrastructure investment. The educational sector encompasses a wide variety of services,
including but not limited to space management, integrated services management, and technical maintenance. The highest
155demand exists in the healthcare and education industries for these services, which enable end-users to concentrate on and
improve their core businesses.
Facility Management Services Region Insights
The facility management services market is primarily studied across four major regions, namely, North America, Europe,
Asia-Pacific, and the Rest of the World. Out of which, the Asia-Pacific region dominates the market share
The Asia-Pacific region accounted for the largest market share of about 37.92% in 2021. The region is a major hub for
industrial manufacturing and, in recent years, has become a focal point for significant investments and business expansions.
The rapidly growing construction spending, infrastructure development, increasing emphasis on the safety and security of
the facility, and stringent government regulations regarding facility management are a few of the
factors that are expected to drive the market growth.
Apart from this, the Asia-Pacific region is projected to hold the largest market share in facility management as a result
of the presence of numerous organized and unorganized businesses in China and India.Moreover, well-established
companies are placing emphasis on establishing collaborations with regional participants in order to deliver their services
to end-users and expand their market presence. Furthermore, the APAC facility management services market is being
widely impacted by the expanding implementation of innovative technologies, including advancements on the Internet of
Things (IoT) and business tactics.
Furthermore, the North American facility management services market is anticipated to have consistent growth as a result
of the integration of emerging technologies, including but not limited to the Internet of Things, artificial intelligence, and
robot adoption. Furthermore, the implementation of security measures in critical states across the United States and Canada
in response to the COVID-19 pandemic precipitated a market decline between 2020 and 2021. As an alternative, the
market is anticipated to expand significantly over the course of the forecast period due to increased participation in
government-sponsored programs.
Apart from these two regions, the European region is anticipated to experience significant growth over the coming years,
owing to the preventive measures being implemented by the administrations of numerous countries in the region. Service-
oriented organizations can optimize their personnel, output, and revenue by implementing these proactive measures.
(Source: https://www.marketresearchfuture.com/reports/facility-management-services-market-5952)
INTEGRATED FACILITY MANAGEMENT SERVICE: INDIA ANALYSIS
The India facility management market size reached USD 159.61 billion in 2025 and is projected to rise to USD 227.75
billion by 2030, reflecting a 7.37% CAGR during the forecast period. The upward trajectory is underpinned by rapid
commercial real-estate development, widening technology adoption, and the accelerating shift from in-house to outsourced
service models. Hard services continue to anchor the India facility management market, yet soft-service demand is climbing
as employers emphasise workplace experience and wellness. Technology integration—particularly IoT sensors, AI-driven
analytics, and automation platforms—is reshaping cost structures and enabling predictive maintenance that trims operating
costs by up to 20%. Outsourcing remains the preferred delivery approach, but several large occupiers are selectively
rebuilding internal teams to retain data control, forcing vendors to sharpen value propositions rooted in measurable
performance outcomes. Competitive intensity is increasing as global majors consolidate regional specialists to assemble
integrated portfolios capable of serving high-value bundled contracts.
• By service type, hard services led with 58.37% revenue share in 2024; soft services are poised to expand at a 7.89%
CAGR to 2030.
• By offering type, the outsourced model held 62.33% of the India facility management market share in 2024, while
in-house management is forecast to grow at a 7.81% CAGR through 2030.
• By end-user industry, commercial facilities accounted for 40.11% of the India facility management market size in
2024, whereas healthcare facilities are advancing at a 7.69% CAGR to 2030.
156India Facility Management Market Trends and Insights Source
Rapid Commercial Real-Estate Expansion
New Grade-A offices and warehouses in Bangalore, Hyderabad, Pune, and Ahmedabad demand integrated hard and soft
services from the first day of occupancy, creating long-tail revenue streams for vendors. Facility teams must now design
maintenance regimes, energy dashboards, and space-planning analytics during construction rather than retrofitting later.
Developers increasingly mandate smart-building specifications such as automated fire-safety testing and cloud-based asset
inventories, making technology-ready capability a pre-qualification criterion for service contracts. The rising influx of
Global Capability Centers into tier-2 cities diversifies geographic demand but intensifies the shortage of certified
technicians, prompting large vendors to establish regional training academies. As each fresh commercial project typically
locks in multi-year service agreements, the India facility management market secures recurring income across HVAC,
electrical, security, and hygiene categories.
Technology Integration (IoT, AI, Automation)
IoT devices embedded in chillers, pumps, lighting, and elevators feed real-time data to AI engines that detect anomalies,
schedule just-in-time interventions, and prolong asset life. Early deployments show energy savings of 15-20% and up to
30% fewer emergency breakdowns, translating into tangible payback periods of fewer than 24 months. Vendors that bundle
analytics dashboards with conventional manpower services gain pricing power and stickier client relationships. Cyber-
security and data-governance expertise have become differentiators as building data shifts to cloud platforms. Technology
adoption also unlocks outcome-based pricing in which suppliers guarantee energy-intensity thresholds or indoor-air-quality
indices instead of billing only labour hours. Consequently, digital competence is now table-stakes for winning large
integrated contracts within the India facility management market.
Increasing Outsourcing Trend
Enterprises in IT, retail logistics, and light manufacturing are accelerating facility-management outsourcing to free internal
resources for core business functions. Clients increasingly demand single-vendor contracts that merge cleaning, technical
maintenance, and support services under unified governance, reducing vendor-management overhead while unlocking
economies of scale for providers. Integrated contracts typically run 10–15% cheaper on a total-cost-of-ownership basis
compared with fragmented suppliers, yet clients stipulate performance clauses tied to energy, uptime, and user-satisfaction
metrics. For vendors, bundled outsourcing enlarges wallet-share but also raises accountability, spurring investments in
technology, cross-trained manpower, and ESG-compliant operating procedures. The outsourcing momentum is projected
to outpace GDP growth, reinforcing its central role in the expansion of the India facility management market.
157Rising Focus on Workplace Experience and Employee Wellbeing
Hybrid work models have recast offices into collaboration hubs where indoor air quality, daylight access, and amenity
convenience influence employee attraction and retention. Demand for Workplace-Experience Managers has tripled in three
years, underlining the shift from purely operational to hospitality-oriented service delivery. ISS World, “The Critical Role
of the Workplace Experience Manager,” Facility teams now monitor CO₂ levels, acoustic comfort, and ergonomic
utilisation to support wellness programs. Rubrik India’s Bengaluru campus, for instance, deployed active air-filtration,
circadian lighting, and movement-friendly layouts to foster occupant wellbeing. Vendors able to translate wellness data
into actionable insights secure premium pricing and long-term contracts. Consequently, employee-centric service design is
emerging as a core growth lever within the India facility management market.
Restraints Impact Analysis
Labour Shortages and Skill Gaps
The surge of smart-building deployments magnifies the scarcity of technicians certified in HVAC automation, fire-safety
systems, and BMS analytics. Tier-2 and tier-3 cities suffer deeper shortages, inflating wage premiums by 15-20% over
metropolitan levels and eroding vendor margins. Leading providers have launched apprenticeship programmes that pair
classroom instruction with on-site rotations, but the pipeline effect trails immediate market needs. Persistent gaps elevate
overtime reliance, increase service-level breaches, and impede rapid contract mobilisation, ultimately limiting the growth
potential of the India facility management market.
Margin Pressure from Rising Operational Costs
Escalating input prices from cleaning chemicals to MEP spare parts—compress already thin EBIT margins that average 6-
8% across the sector. Hidden administrative fees and inflation-adjusted cost escalators embedded in multi-year contracts
erode budget predictability for clients. [3]NEST IFM, “The Hidden Impact of Fees on Inflation,” ENTERNEST.COM
Vendors mitigate erosion through crew-scheduling software, robotics for repetitive cleaning, and IoT-enabled central
monitoring that allows leaner site teams. Yet the capital outlay for these upgrades weighs on short-term profitability.
Sustaining margin health thus hinges on continuous process innovation, strategic procurement, and data-backed
renegotiations capabilities not uniformly distributed across competitors inside the India facility management market.
Segment Analysis
By Service Type: Hard Services Underpin Core Operations
Hard services commanded 58.37% of the India facility management market in 2024, reflecting their indispensable role in
compliance and asset reliability. High-priority categories such as electrical maintenance, HVAC optimisation, and fire-
safety inspections absorb the bulk of facility budgets, particularly in data-centric sectors where downtime costs are punitive.
Soft services trail in absolute share yet register a 7.89% CAGR through 2030 as occupants prioritise cleanliness, security,
and hospitality to support hybrid workforces. The India facility management market size attributed to soft services is
forecast to widen steadily as wellness-linked programs become contractual must-haves. Technology is blurring the line
between the two categories—robots now scrub floors while feeding operational data into the same analytics platforms that
track chiller performance—allowing vendors to cross-sell bundled solutions.
Growing demand for green-building certifications pushes hard-service teams to adopt energy-benchmarking software and
IoT-enabled fault detection, elevating skill requirements. Simultaneously, flexible workspace operators are outsourcing
pantry and front-of-house services on outcome-based terms that tie vendor rewards to tenant-satisfaction indices. Security
services increasingly integrate AI-enabled CCTV analytics that cut guard headcount while boosting incident response
158precision. Together, these shifts reposition both hard and soft categories from commoditised line items into strategic
levers for occupier differentiation within the broader India facility management market.
By Offering Type: Outsourcing Retains Lead Yet Hybrid Models Evolve
Outsourced contracts accounted for 62.33% of the India facility management market in 2024, driven by large enterprises
seeking scalable, multi-site coverage and single-throat-to-choke accountability. Integrated FM deals that combine
engineering, cleaning, landscaping, and food services under unified SLAs reduce vendor touchpoints and enable 8–12%
total-cost savings versus fragmented procurement. However, in-house teams are rebounding at a 7.81% CAGR as data
sovereignty, cybersecurity, and business-continuity priorities mount—especially in regulated sectors like pharmaceuticals
and healthcare. The India facility management market size devoted to hybrid structures, where clients retain strategic
systems management but outsource manpower-intensive tasks, is rising swiftly.
This duality forces vendors to demonstrate granular cost-benefit comparisons that justify full outsourcing. Some providers
now offer “FM-as-a-Service” cloud dashboards that grant clients real-time visibility into maintenance tickets, energy
footprints, and compliance checklists, easing trust barriers. Others position flexible staffing pools that integrate seamlessly
with client-run CMMS platforms, effectively acting as an on-demand labour marketplace. As customers iterate between
insourcing and outsourcing cycles, service portfolios must flex accordingly, keeping the India facility management market
fluid and innovation driven.
By End-User Industry: Commercial Premises Dominate; Healthcare Accelerates
Commercial offices, IT campuses, and warehousing facilities generated 40.11% of 2024 revenue, leveraging vendors’
ability to harmonise engineering resilience with occupant comfort. Co-working operators, retailers, and third-party logistics
firms increasingly value integrated contracts that unify space planning, inventory monitoring, and last-mile energy
management. Conversely, healthcare settings record the fastest 7.69% CAGR, catalysed by hospital modernisation,
infection-control mandates, and equipment-specialist requirements. Compliance with NABH and ISO clean-room norms
raises complexity, edging up average per-square-foot service fees by 12–15% in comparison with generic commercial
properties.
Hospitality, institutional campuses, and industrial plants contribute diversified demand landscapes: hotels focus on guest-
experience scores, universities on uptime and sustainability KPIs, and factories on safety audits and zero-downtime utilities.
Each niche compels bespoke workflows yet increasingly taps the same cloud-based maintenance stack, enabling vendors
to reuse digital infrastructure across sectors. The India facility management market share mix will therefore tilt gradually
toward specialised vertical solutions, but cross-sector best-practice transfer remains a competitive advantage for integrated
players.
159Geography Analysis
Tier-1 metros—Mumbai, Delhi NCR, Bangalore, and Hyderabad—represent the lion’s share of spend through high-density
corporate real-estate and premium service expectations. Occupiers in these cities routinely request LEED, WELL, or IGBC
certifications, promoting technology-rich FM solutions, robotics deployment, and stringent SLA regimes. Vendor
competition is intense, but contract values are large, making metros the training ground for advanced service offerings that
later cascade into smaller markets.
Tier-2 cities such as Pune, Ahmedabad, Coimbatore, and Kochi are the current growth hotspot within the India facility
management market. They house new Global Capability Centers, e-commerce fulfilment hubs, and emerging healthcare
corridors that demand professional FM yet remain price sensitive. Vendors differentiate through regional talent pipelines
and mobile command centres that remotely supervise clusters of dispersed sites, reducing travel and headcount costs. UDS,
for instance, doubled its local workforce over eighteen months to capture expanding industrial and institutional contracts
in southern tier-2 belts.
Rural and tier-3 territories, though nascent, show early traction across public infrastructure, education, and primary
healthcare facilities. Digital connectivity and decreasing sensor costs permit centralised monitoring, meaning service
providers can manage multiple remote sites cost-effectively. Government schemes aimed at smart-village utilities and
district health-centre upgrades will channel incremental demand through 2030. Vendors that tailor service scopes to lean
budgets while ensuring compliance standards will gain first-mover advantage, further expanding the geographic footprint
of the India facility management market.
Competitive Landscape
The India facility management market is moderately fragmented: global
incumbents like ISS, Sodexo, and Compass compete alongside large
home-grown integrators such as Quess, BVG India, UDS, and Updater
Services. Scale economies matter, yet hyper-local know-how and
regulatory familiarity remain decisive in multi-state contracts.
Consolidation momentum persists as majors acquire niche specialists
to plug capability gaps evidenced by Unity Partners’ 2024 investment
in Katsam Property Services to bolster property-management depth.
Technology is the foundational battleground. ISS, for example,
established a global centre for ESG leadership and rolled out data-rich
workplace platforms that evaluate food waste, energy intensity, and
employee sentiment in real time. Regional competitors respond with
AI-powered help-desk bots, QR-code asset tagging, and drone-assisted
façade inspections. Partnerships between FM providers and PropTech firms proliferate, knitting together sensor data, BIM
repositories, and augmented-reality work instructions into unified operator dashboards.
160Service breadth, measured outcomes, and ESG alignment increasingly drive contract renewals. Clients favour vendors
capable of committing to carbon-emission reductions, water-recycling targets, and plastic-usage cutbacks. Providers that
can substantiate impact using verifiable data command premium margins and multi-year extensions. As investors value
predictable cashflows, private-equity participation is set to deepen, further professionalising governance and accelerating
technology adoption across the India facility management market.
Recent Industry Developments
• January 2025: SILA Group launched tech-driven facility-management solutions centred on IoT sensors and AI
analytics to enable predictive maintenance across commercial portfolios
• July 2024: Unity Partners completed an investment in Katsam Property Services, supporting expansion in property-
management offerings
• June 2024: Bosch unveiled its smart campus in Bangalore, showcasing integrated building-management systems
that automate energy, security, and comfort controls.
• November 2024: ISS appointed a new Group Head of ESG, underscoring commitment to sustainability-aligned
service delivery.
ECONOMIC IMPACT AND COMPETITIVE ANALYSIS
Competition in Indian FM services market is intense with presence of both domestic and international service providers.
The market is expected to witness more competition from new entrants through mergers and acquisitions. Since the market
is riddled with low-cost unorganized service providers, pricing and margins come under pressure. These unorganized
players provide services at low rates, essentially scuttling the competition from large organized players. However, many
international property management companies have made a foray into this market and have been achieving phenomenal
growth rates over the last five years. Through the inorganic route, few international property management companies have
witnessed meteoric rise in the market by acquiring some domestic companies.
Through this acquisition spree, these international companies are gaining strength and scale to cover major metros as well
as other cities/towns. The FM sector’s business model is also changing, wherein larger facility/property management
companies are outsourcing all elementary activities like landscaping, security, janitorial, plumbing, and electro-mechanical
services to smaller or local FM companies. However, they retain supervisory services, lease and rental management,
construction management and real estate brokerage services.
ROAD AHEAD
As investments increase in IT/ITES/BPO, finance/banking, telecom, retail/malls, and industrial sectors, the FM market will
continue to witness strong growth in the next two to three years. The outlook of FM services in India is shaping up to be
highly optimistic, mainly due to growing maturity of end users and the need for improved safety, comfort, and professional
maintenance of assets.
The commercial sector, being primarily driven by information technology (IT), business process outsourcing (BPOs), and
banking-finance, would continue to drive demand for outsourced services in future as well; especially since these segments
were the prime movers when the FM market began to emerge in India.
FM is expected to witness increased penetration especially in the industrial and manufacturing sectors, which were thus far
inclined toward in-house management of facilities. Such outsourcing allows manufacturing companies to focus on its core
competency instead of worrying about maintenance aspects of the facility.
Similarly, there is abundance of untapped potential in the government sector including public property like museums,
libraries, government offices, etc. The infrastructure segment, inclusive of railway stations, airports, and metro stations, is
also expected to amplify opportunities for the FM market.
Demand in retail, office space, hotel rooms, and residential housing are strong growth enablers for the FM market. It is
expected that even a GDP growth of 6-7% in the next five years will push the real estate sector on a growth trajectory with
strong prospects for the FM sector.
(Source: https://cleanindiajournal.com/facilities-management-in-india/)
161OUR BUSINESS
The information in this section, including information with respect to our plans and strategies, contain certain forward -
looking statements that involve risks and uncertainties as contained in the section titled “Forward -looking Statements”
on page 28. This information should be read in conjunction with, and is qualified in its entirety by, the detailed information
about our Company and its financial statements, including the notes thereto in the section titled “Risk Factors”, “Restated
Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
on page 38, 217and 220 respectively for a discussion of certain factors that may affect our business, financial condition or
results of operations. Our actual results may differ materially from those expressed in, or implied by, these forward-looking
statements. Our Company’s Fiscal year commences on April 1 and ends on March 31 of the immediately subsequent year,
and references to a particular fiscal year are to the 12 months ended March 31 of that particular year.
Unless otherwise indicated or the context otherwise requires, the financial information included herein is based on or
derived from our Restated Financial Statements included in this Prospectus. For further information, please see “Restated
Financial Statements” on page 217. Additionally, please see “Definitions and Abbreviations” on page 1 for certain terms
used in this section. Unless the context otherwise requires, in this section, references to “we”, “us” and “our” refer to
Armour Security (India) Limited and our Associate and Subsidiary on a consolidated basis and ASIL refers to Armour
Security (India) Limited on standalone basis.
OVERVIEW OF OUR BUSINESS
Armour Security (India) Limited, headquartered in New Delhi is engaged in providing comprehensive and customised
Security services, Facility Management services, and Recruitment and Staffing solutions across India. Founded in 1999, we
have established ourselves as a service provider with over two decades of operational experience in delivering private
security, housekeeping, fire-fighting, and security training solutions. Our offerings are designed through detailed on-site
assessments and consultations to address the operational, safety, and regulatory requirements of each client.
We also specialise in providing ancillary services like event support and branding content creation, suggesting a diversified,
consultancy-oriented approach. We have over twenty-five years of experience in delivering security, facility management,
and staffing solutions. Our solutions streamline operations, improve deployment efficiency, and strengthen compliance
outcomes. Additionally, we offer consulting and advisory services and provide self-service technologies that enable
government organisations and corporate clients to migrate, automate, and manage customer-facing business processes
through self-service channels. As of the date of this Prospectus, we have a presence in over 12 states, including Delhi,
Haryana, Uttar Pradesh, Maharashtra, Gujarat and Rajasthan. For further details, please see, - Our geographical reach and
customer base” in the chapter titled “Our Business” on page 162 of this Prospectus.
We primarily cater to government departments, public sector undertakings (PSUs), development agencies, and private
enterprises across India by providing security, facility management, and staffing solutions tailored to their operational,
regulatory, and safety requirements. For further details, please see, “Our Business” on page 162 of this Prospectus.
Our Company provides a comprehensive suite of services including security, housekeeping, integrated facility management,
and manpower solutions. This diversity enables it to serve clients across commercial, industrial, residential, healthcare,
education, and government sectors. By offering multiple services under one platform, our Company is able to meet varied
operational requirements of clients efficiently. This integrated approach enhances client retention and positions our Company
as a one-stop solution provider.
Our Company brings over two decades of experience in the security personnel and other manpower services industry. The
vision and strategic guidance of our Promoters, have shaped the Company’s processes, ensuring the adoption of best
practices and operational discipline.
Our Company uses its client management platform for tracking and managing deployed manpower. The tracking of
personnel is carried out through systems such as punching mechanisms, tracking registers, and other modes implemented
by clients, which subsequently notify our company for payroll processing and other management purposes. These processes
and systems may vary from client to client based on the respective contractual requirements. However, the Company plans
to further enhance these capabilities in the future by implementing or developing an ERP system to improve overall
efficiency, tracking, monitoring, and management of the deployed manpower.
Our Company holds ISO certification, reflecting its commitment to maintaining high quality standards in service delivery.
It also possesses licenses under the Private Security Agencies Regulation Act (PSARA), signifying compliance with statutory
and regulatory norms. These certifications and approvals enhance the Company’s credibility in the market and provide
confidence to clients while engaging its services. Adherence to compliance standards also mitigates operational risks and
safeguards business continuity.
162Our Company focuses on building long-term client relationships through quality assurance, timely grievance resolution,
and cost-effective solutions. It undertakes detailed planning to align manpower deployment with client-specific
requirements, such as skill sets and location preferences. This customized approach not only enhances service satisfaction
but also drives client loyalty and repeat business. By offering value-driven services, the Company has developed a
sustainable customer base across diverse industries, same can be as evident. Refer the table of ‘Revenue bifurcation by
Client Industry served’. Company’s continuous efforts to maintain client satisfaction and operational efficiency through
structured service delivery processes.
Grievance Resolution Mechanism:
The Company follows a client-centric approach for timely grievance handling and issue resolution. In company’s operation
team, dedicated client relationship managers are assigned to each major client to ensure smooth communication and prompt
redressal of operational issues. Any grievance or service-related concern raised by the client is logged, tracked, and resolved
through direct coordination between the operations team and the client’s representative within defined timelines. The
Company also conducts periodic service review meetings with select clients to evaluate performance, address feedback,
and identify areas for improvement.
Quality Assurance Practices:
Quality assurance is achieved through regular field supervision and attendance tracking of deployed personnel by field
officers and site managers. The Company conducts performance assessments and periodic on the job training for guards
and facility staff to align with client specific requirements. Feedback from clients is recorded and analyzed to address
deviations or improve service levels. The Company maintains regular supervision and monitoring of deployed personnel
through field officers and operational managers. Periodic reviews, on job training on regular intervals and feedback
mechanisms are conducted to ensure that service standards meet the contractual and operational requirements of the clients.
Cost-Effective Service Delivery:
The Company’s operations are structured to optimize manpower allocation, optimal utilization of manpower, and
administrative costs. The Company continuously evaluates its cost structures and procurement efficiencies to ensure that
its services remain cost-effective without compromising quality.
Client Retention and Repeat Business:
The Company has been able to retain several clients over multiple contract cycles owing to consistent service performance
and reliable manpower support. Many of Armour’s clients have renewed or extended their contract or requested to continue
the services, reflecting the Company’s commitment to maintaining long-term client associations. Below are the details of
Client and repeated clients based upon previous year business and services provided with them and % of repeated clients:
Total No. of Total No. of % of Total
Years
Clients Serviced Repeated Clients Repeated Clients
September 30, 2025 83 60 72.29%
FY 2024-25 93 61 65.59%
FY 2023-24 96 55 57.29%
FY 2022-23 78 53 67.95%
Note: Repeated clients refer to those customers with whom the company has conducted business and recognized revenue
in previous years, and with whom transactions have also occurred in the current year.
The private security, facility management, and staffing industries in India are important parts of the service sector. The
facility management industry is expanding with the adoption of structured systems and processes. The staffing industry is
growing with the use of HR technology platforms and flexible workforce models. The private security industry, is seeing
growth supported by urbanisation, infrastructure development, compliance requirements, and the use of surveillance
technologies.
163Business Model
• End-to-end integrated services covering:
▪ Recruitment and training of
security personnel
▪ Deployment and supervision
▪ Facility management
• Focus on quality, compliance, and cost-
effectiveness.
• Workforce includes:
▪ Trained security personnel
▪ Management professionals
▪ Operational staff
• Supported by infrastructure and technology
tools:
▪ Advanced surveillance systems
▪ Real-time monitoring
▪ Biometric access controls
▪ Fire safety equipment
▪ Integrated reporting platforms
Client Segments
▪ Commercial establishments
▪ Industrial facilities
▪ Residential complexes
▪ Educational institutions
▪ Healthcare organisations
▪ Government bodies
▪ Public sector undertakings
Service Delivery Approach
• Align services with the operational needs of
different sectors.
• Deliver tailored solutions to:
▪ Enhance security
▪ Improve facility standards
▪ Ensure compliance with
applicable laws and regulations
Over the years, we have expanded our geographic footprint by establishing branch offices and local operational units across
several states to better serve our clients. Our emphasis on continuous training, adoption of industry best practices, and
investment in new technologies such as AI-enabled monitoring and digital workforce management platforms has enabled us
to build a strong reputation for reliability and professionalism.
Over the years, we have expanded our geographic footprint by establishing branch offices and local operational units across
several states to better serve our clients. Our strategy and major focus on continuous training, adoption of industry best
practices, and investment in new technologies, such as AI-enabled monitoring and digital workforce management
platforms, has enabled us to build an experience in serving clients for reliability and professionalism.
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164BUSINESS MODEL
Our Company is engaged in the business of providing integrated security and allied services to a diverse range of clients
across India, including corporate houses, residential complexes, government establishments, industrial units, commercial
hubs, and event venues. The business model is designed to deliver reliable, technology-enabled, and cost-efficient security
solutions tailored to meet the unique requirements of each client segment.
The core of our operations lies in Offering Manpower Security Services, which involves deploying well-trained security
personnel for round-the-clock protection of client premises. Our recruitment process ensures that only candidates meeting
our stringent selection criteria, including physical fitness, background verification, and prior experience, are inducted. Once
hired, the personnel undergo structured training programs covering aspects such as surveillance techniques, emergency
response, customer interaction, and compliance with legal and safety standards. This enables us to maintain a consistent
service quality and instill discipline, alertness, and professionalism among our workforce.
In addition to manpower services, we provide Electronic Security Solutions, which integrate advanced technology with
human vigilance. Our Offerings include installation and maintenance of CCTV cameras, access control systems, alarm
devices, and other electronic surveillance equipment. These solutions are deployed as stand-alone services or in
combination with manpower security, thereby enhancing coverage efficiency and reducing operational risks for clients.
Our Company partners with reputed equipment manufacturers to ensure that the technology deployed is reliable, scalable,
and compliant with industry benchmarks.
We also undertake Event Security and Risk Management Assignments which includes includes identifying, assessing, and
mitigating operational, financial, regulatory, and compliance risks through systematic monitoring and preventive controls,
catering to exhibitions, concerts, sporting events, corporate gatherings, and VIP movements. For such engagements, we
deploy a mix of trained guards, crowd control experts, and surveillance systems to ensure the safety of attendees and
property. We also conduct risk assessments in advance to identify potential vulnerabilities and create contingency plans
for rapid incident response.
Revenue Generation for our Company is primarily through long-term and short-term service contracts. Long-term
contracts, typically ranging from one to three years, provide a stable revenue base and predictable cash flows. These are
usually with large corporates, institutions, and residential societies. Short-term contracts, such as those for events or
temporary assignments, add flexibility and enable us to cater to seasonal demand. Our pricing strategy is determined by
factors such as manpower requirements, skill levels, geographic location, contract tenure, and the inclusion of technological
components.
Our Client Acquisition Strategy focuses on building ongoing engagements with clients through referrals, competitive
bidding for large contracts, participation in industry networks, and leveraging our track record of delivering quality
services. We emphasize post-deployment support, regular client feedback, and performance monitoring, which helps us
maintain high retention rates and generate repeat business.
The Operational workflow of our Company begins with assessing client requirements through site surveys and
consultations. Based on the assessment, we prepare a customized security plan, allocate trained personnel, and, where
applicable, install surveillance equipment. Field supervisors regularly monitor the service quality, ensure staff discipline,
and address operational challenges. Reports and incident logs are maintained for client review, ensuring transparency and
accountability in our operations.
In addition, our Company invests in Training and Compliance, ensuring adherence to applicable labor laws, environmental
safety standards, and security service regulations. We maintain necessary statutory registrations and licenses, and ensure
that employee benefits such as PF, ESI, and insurance coverage are provided. This not only helps us meet legal obligations
but also fosters workforce satisfaction and stability.
Through this integrated approach of manpower expertise, technological support, compliance discipline, and customer-
centric service delivery, we have established itself as a trusted partner for comprehensive security solutions. Our business
model is designed to scale across geographies and adapt to evolving market needs while maintaining operational excellence
and client satisfaction.
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165OUR SERVICES
I. MANPOWER SERVICES
A. PRIVATE SECURITY SERVICES:
At Armour Security, we Issue a diverse range of Private Security
Services, including providing trained Security Guards. As per the
discussion and requirements of the clients, we provide individual
security personnel or complete security teams, our Issuing
encompass Corporate Security Guards, Industrial Security Officers,
and specialized security services for Hospitals, Government Bodies,
Institutions and Universities. Our focus lies towards delivering
quality security solutions through strict adherence to quality
standards, and training to our personnel. Our security personnel are
fully dedicated and trained to fulfil their requisite duty. We shoulder
the responsibility of addressing security concerns, providing
effective and reliable security services, thereby allowing our
customers the freedom to focus on their core activities.
B. OTHER MANPOWER AND SUPERVISION SERVICES
Supervision Services
These services are part of our primary service offerings and designed to ensure that all deployed personnel, whether in
security, housekeeping, or facility management roles, carry out their responsibilities with consistency, accountability, and
professionalism. The company provides dedicated supervisors and site in-charges who oversee daily operations, guide team
members, and ensure that all tasks align with client expectations and organizational standards.
Our Supervision Services include:
• On-Site Supervision & Staff Monitoring
• Daily Performance Checks
• Routine Reporting & Feedback Mechanism
• Coordination Between Client and Workforce
• Ensuring Adherence to SOPs and Safety Guidelines
• Conflict Resolution & Issue Management
• Workforce Scheduling and Task Allocation
Other Services:
In addition, we also Issue comprehensive manpower services to meet various workforce requirements of our client
companies such as for event management, firefighting services and security training. We provide skilled/ semi-skilled or
unskilled blue-collar manpower as required for a variety of tasks, ranging from administrative roles to operational support
as per client requirement. We supply data entry operators, pantry boys, gardener, driver, cook, attendant, plumber,
electrician, clerk, etc. Our manpower services are designed to assist businesses in efficiently managing their human
166resource needs, whether it's short-term support or long-term staffing solutions. We take pride in delivering dedicated
personnel to complement our clients' workforce, ensuring the seamless operation of their businesses. Further we also
provide Recruitment Services whereby we connect the Job seekers with prospective employers.
II. INTEGRATED FACILITY MANAGEMENT SERVICES
Armour Security serves as a comprehensive single-source provider of a wide spectrum of Facility Management Services,
which helps our clients to reduce operating costs, and simplify their overall management. Our Issuing’s encompass daily
cleaning services, waste disposal, building systems maintenance and security. We provide customizable solutions tailored
to meet specific client needs which helps to provide complete peace of mind. Our Integrated Facility Management Services
cover a wide range of tasks, including internal and external cleaning, pest control, waste disposal, grounds and greenery
upkeep, maintenance of mechanical, electrical, plumbing (MEP) systems, planned preventive maintenance, fit-out
management, energy management, and more for clientele spanning across various sectors, including Education, Corporate
Offices, Government and Healthcare.
• HOUSEKEEPING SERVICES:
Housekeeping is a core vertical, and we approach it with a focus on the manpower sourcing and training the right talent,
effectively managing and motivating our staff, and delivering superior customer experiences. We provide quality-oriented
housekeeping services to clients across different states. To meet the diverse requirements and growing demands of our
clients Pan India, we employ modern equipment, and trained workforce to efficiently complete the tasks. Our professional
approach to housekeeping emphasizes the importance of a clean environment, enabling our clients to concentrate on their
core responsibilities. Our services are flexible, whether the client requires on-site support during office hours or after-hours
services as per their requirements. We provide a range of office cleaning services, including dusting, surface cleaning,
carpet cleaning, and appliance and bathroom cleaning and maintenance. We extend our expertise in mechanical cleaning
services including scrubbing and vacuum cleaning, utilizing advanced equipment and technology to deliver efficient and
thorough cleaning solutions. Our services further encompass a wide range of applications, including the use of machinery
and automated systems to clean large areas, industrial facilities, and complex machinery. We are equipped to handle tasks
that may be time-consuming or challenging when approached manually.
Our dedicated staff ensures that our client’s workplace is in good condition, with a strong focus on service efficiency and
client satisfaction. Our experienced staff focus on consistently exceeding client’s expectations. All the labour, supervision,
materials and equipment required for these tasks are efficiently provided by us with client approval.
GLIMPSES OF OUR WARRIORS
167SERVICE MIX AND GEOGRAPHICAL PRESENCE
PORTFOLIO OF SERVICES:
(₹ in Lakhs)
Service Up to FY FY FY
% % % %
Category 31.9.25 2024-25 2023-24 2022-23
Manpower Services
Security
Manpower 984.81 50% 1,677.79 47% 1,550.79 47% 1,274.64 44%
Personal
Services
Other
Manpower and 551.65 28% 1,142.81 32% 818.97 25% 517.19 18%
Supervision
Services
Housekeeping 431.39 22% 744.94 21% 923.53 28% 1,092.82 38%
Services
Total 1,967.85 100% 3,565.54 100% 3,293.29 100% 2,884.64 100%
(For the above details relating to revenue bifurcated into nature of services, we have relied upon the certificate dated
December 30, 2025 issued by the Statutory Auditors of our Company i.e.M/s PDMS AND CO., Chartered Accountants) For
the details relating to the amount bank guarantees towards performance guarantees given by our Company, under Annexure
no. XIII of the Restated Financial Statement under the Chapter ‘Restated Financial Statements’ on page no. 217 of this
Prospectus.
Industry-wise Revenue Bifurcation:
(₹ in Lakhs, unless specified)
Up to % of FY % of FY % of FY % of
Industry
31.9.25 Total 2024-25 Total 2023-24 Total 2022-23 Total
Education 752.02 38.22% 1,318.87 36.99% 1,220.58 37.06% 954.58 33.09%
Healthcare 651.49 33.11% 1,181.97 33.15% 324.88 9.86% 30.79 1.07%
Government- 264.00 13.42% 498.33 13.98% 550.36 16.71% 471.53 16.35%
Administrative*
Judiciary / Legal - 0.00% - 0.00% 487.49 14.80% 780.33 27.05%
Manufacturing / 148.24 7.53% 253.69 7.12% 305.45 9.27% 216.12 7.49%
Industrial
Retail / 51.44 2.61% 123.36 3.46% 47.55 1.44% 144.89 5.02%
Commercial
Residential / 8.35 0.42% 36.59 1.03% 163.81 4.97% 154.16 5.34%
Trust
Legal / 16.97 0.86% 38.20 1.07% 46.20 1.40% 38.71 1.34%
Professional
Services
NGO / Social 19.00 0.97% 46.72 1.31% 46.28 1.41% 24.49 0.85%
Sector
Hospitality 9.20 0.47% 21.78 0.61% 8.18 0.25% 6.40 0.22%
IT / Technology 0.45 0.02% 1.80 0.05% 5.85 0.18% 5.78 0.20%
Others 46.70 2.37% 44.23 1.24% 86.65 2.63% 56.86 1.97%
Total 1,967.85 100.00% 3,565.54 100.00% 3,293.29 100.00% 2,884.64 100.00%
*Please note that various other PSU and government-affiliated organizations engaged in industrial and service activities
have been classified under their respective industries.
168GEOGRAPHY WISE SERVICES:
(₹ in Lakhs, unless specified)
Up to 31.09.2025 FY 2024-25 FY 2023-24 FY 2022-23
% of % of % of
State % of Total
Amount Total Amount Amount Total Amount Total
Sales
Sales Sales Sales
Delhi 781.46 39.71% 1,554.65 43.60% 1,421.66 43.17% 1,513.95 52.48%
Uttar Pradesh 470.52 23.91% 800.08 22.44% 822.26 24.97% 597.28 20.71%
Maharashtra 351.65 17.87% 675.60 18.95% 639.63 19.42% 512.54 17.77%
Chandigarh 137.84 7.00% 229.38 6.43% 171.67 5.21% - 0.00%
Haryana 80.36 4.08% 124.36 3.49% 75.60 2.30% 25.68 0.89%
Himachal 80.24 4.08% 109.83 3.08% 62.15 1.89% 37.21 1.29%
pardesh
Punjab 13.88 0.71% 33.77 0.95% 67.93 2.06% 145.56 5.05%
Hyderabad 10.90 0.55% 26.11 0.73% 17.74 0.54% 21.35 0.74%
Ladakh - 0.00% 8.53 0.24% - 0.00% - 0.00%
Bihar - 0.00% 2.18 0.06% 11.20 0.34% 13.70 0.47%
Madhya - 0.00% 1.05 0.03% 1.39 0.04% 1.12 0.04%
Pradesh
karnataka 7.54 0.38% - 0.00% - 0.00% - 0.00%
Rajasthan - 0.00% - 0.00% - 0.00% 8.73 0.30%
Uttarakhand 0.95 0.05% - 0.00% 1.19 0.04% 7.52 0.26%
West Bangal 32.51 1.65% - 0.00% 0.88 0.03% - 0.00%
Total 1,967.85 100.00% 3,565.54 100.00% 3,293.29 100.00% 2,884.64 100.00%
Revenue
For the above details relating to services provided to the geographical locations, we have relied upon the certificate dated
December 30, 2025 issued by the Statutory Auditors of our Company i.e.M/s PDMS AND CO., Chartered Accountants)
REVENUE BIFURCATION
Our revenue stream can be broadly categorised into Government Contracts and Non-Government Contracts. Government
contracts typically include services provided to ministries, public sector undertakings, judicial bodies, taxation departments,
and educational institutions owned or funded by the Government. Non-Government contracts include private corporates,
residential societies, commercial establishments, and event organisers.
Customer Up to % FY FY FY 22-
% % %
Type 30.9.2025 2024-25 23-24 23
Government 1,054.24 54% 1907.10 53% 1375.39 42% 1,268.28 44%
Non- 913.61 46% 1658.44 47% 1917.90 58% 1,616.36 56%
Government
Grand Total 1,967.85 100% 3565.54 100% 3293.29 100% 2,884.64 100%
(For the above details relating to services provided to the revenue bifurcation, we have relied upon the certificate dated
December 30, 2025 issued by the Statutory Auditors of our Company i.e. M/s PDMS AND CO., Chartered Accountants)
FINANCIAL INDICATORS
The key financial performance indicators for the Period ended September 30, 2025 and financial years ended March 31,
2025, March 31, 2024 and March 31, 2023, have been provided below:
Key Financial Performance Indicators of Our Company
(₹ in Lakhs)
For the
Period Financial Year Financial Year Financial Year
Key Financial Performance Indicator Ended ended March ended March ended March
September 31, 2025 31, 2024 31, 2023
30, 2025
Revenue from Operations (1) 1967.85 3565.54 3293.29 2884.64
EBITDA (2) 429.69 496.86 367.29 311.81
169For the
Period Financial Year Financial Year Financial Year
Key Financial Performance Indicator Ended ended March ended March ended March
September 31, 2025 31, 2024 31, 2023
30, 2025
EBITDA Margin (%) (3) 21.84% 13.94% 11.15% 10.81%
PAT 290.45 397.35 261.76 225.66
PAT Margin (%) (4) 14.76% 11.14% 7.95% 7.82%
Profit after tax growth (%) - 51.80% 16.00% -
Trade Receivables days (5) 159 81 94 117
Trade Payable days (6) 5 7 50 96
Return on equity (%) (7) 13.61% 21.56% 18.10% 64.65%
Return on capital employed (%) (8) 15.45% 24.47% 22.26% 70.20%
Debt-Equity Ratio (times) (9) 0.28 0.25 0.12 0.24
Current Ratio (times) (11) 1.49 1.53 1.34 0.99
Net Asset Value per equity share (in Rs.) 17.46 15.08 11.83 6.43
(12)
*As certified by M/s. PDMS &CO., Chartered Accountants, pursuant to their certificate dated December 30, 2025.
Notes:
(1) Revenue from operation means revenue from sale of the products
(2) EBITDA is calculated as Profit before tax + Depreciation + Finance Costs – Other Income
(3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations
(4) PAT Margin is calculated as PAT for the period/year divided by revenue from operations
(5) Trade receivable days is calculated as average trade receivables divided by revenue from operations multiplied by 365
for fiscal years
(6) Trade payable days is calculated as average trade payables divided by employee benefit expenses multiplied by 365 for
fiscal years. Employee benefit expenses have been defined as salary expenses of employee other benefits provided to
employees
(7) Return on Equity is calculated by comparing the proportion of net income against the amount of shareholder equity
(8) Return on Capital Employed is calculated as follows: Profit for the period year plus finance cost plus tax expenses
(EBIT) divided by Capital employed (Equity share capital plus reserves plus long term and short term borrowings).
(9) Debt to Equity ratio is calculated as Total Debt (short term and long term) divided by equity
(10) Current Ratio is calculated by dividing Current assets to Current Liabilities
(11) Net Asset Value per share (in ₹) = Restated net worth at the end of the year (or) period / Number of Equity Shares
outstanding at the end of period after adjusted for bonus issues
Operational KPI
Financial Year Financial Year Financial Year
For the Period ended
Particulars ended March 31, ended March 31, ended March
September, 2025
2025 2024 31, 2023
Average revenue Per
1.56 2.94 3.46 3.21
employee (in lakhs)
Average employee benefit
expenses per employee (in 1.12 2.28 2.79 2.71
lakhs)
Average gross profit Per
0.44 0.66 0.68 0.50
Employee (in lakhs)
No of Customers Served 83.00 93 96 78
Average Revenue Per
23.71 38.34 34.31 36.98
Customer (Rs. In lakh)
Average Expenses Per
17.06 29.74 27.60 31.26
Customer (Rs. In lakh)
Average gross Profit per
6.65 8.60 6.71 5.72
Customer (Rs. In lakh)
As certified by M/s. PDMS & Co., Chartered Accountants, pursuant to their certificate dated December 30, 2025 .
Notes:
170a) Average revenue per Employee is revenue from operations/average no of employee directly attributable to
generating revenue during the year
b) Average Employee Benefit Expenses per employee is Total Employee expenses divided by average no of employee
directly attributable to generating revenue during the year
c) Gross Profit per employee equal to Revenue per employee-Expenses per employee
d) Revenue per customer equal to Revenue from operations/no of customer served during the year
e) Expenses per customer equal to Total Employee expenses/no of customer served during the year
f) Gross Profit per Customer equal to Revenue per Customer minus Expenses per Customer
MACHINERY
The Company does, however, own certain equipment used for providing security personnel services and housekeeping
services. The following are Machinery and Equipment details company owned:]x
Machinery or Equipment’s Quantity Purpose
High-pressure water jets, also known as hydro-jetting, are used
Single Disk Machine/Floor for cleaning, surface preparation, cutting, and other applications,
11
Cleaning Machine utilizing a high-velocity stream of water to remove debris,
contaminants, and even materials from various surfaces and objects.
Vaccum Cleaner 32 It is used for cleaning of Floors
Sweeping Machine 3 It is hand pushed sweeping machines which clean various surfaces.
It is used to clean the Roads by collecting dirt or other waste
Polish Machine 7
It is hand pushed sweeping machines which clean various surfaces.
This machine efficiently cleans the floor by applying cleaning
Scrubber Machine 9
solution, scrubbing and leaves the floor Dry
Three Bucket Trolley 10 It is used for cleaning of Floors
Pressure Washer/High
15 It is used to polish the various surfaces to remove the scratches. It
Pressure Water Jet
improves appearance and restore the shine of surface.
Metal Detector - Under They are used to find suspicious metal, explosives , weapons etc.
25
Vehicle Mirror Which is lying under vehicle
The primary purpose of a Door Frame Metal Detector (DFMD)
Metal Detector - DFMD 12 is to detect hidden metal objects, such as weapons, on individuals as
they pass through a doorway
To detect concealed metal objects, such as weapons or contraband, on
Metal Detector - Hand 90
a person or in an item
RISK MANAGEMENT
“We follow a comprehensive risk management framework to identify, assess, mitigate, and monitor risks effectively. Our
approach ensures operational efficiency, regulatory compliance, and business continuity.
1) Risk Identification – We systematically identify and classify risks, including security threats, operational challenges,
and regulatory concerns.
2) Risk Assessment – Each risk is evaluated based on its probability and impact, enabling prioritization and proactive
response planning.
3) Risk Mitigation – We implement various strategies to reduce and manage risks, including:
a) Advanced security protocols
b) Strict compliance with industry and government regulations
c) Regular employee training on safety and risk awareness
d) Strong financial controls and contingency planning
1714) Risk Monitoring & Crisis Management – Continuous risk assessment, periodic internal audits, and emergency response
strategies ensure swift action in case of threats or disruptions.
5) Training & Awareness – Employees undergo regular training to enhance their preparedness and adherence to risk
mitigation strategies.
6) Continuous Improvement – Our risk management processes are reviewed and updated regularly to address emerging
risks and evolving industry standards.
7) Legal & Regulatory Compliance – We adhere to all labor laws, security industry guidelines, and certifications to
maintain operational integrity and legal compliance.”
OUR PROCESS
• Service Development: Developing and refining our services is at the core of our business. This process includes market
research, training, testing, and continuous improvement to meet customer needs therefore we refine our manpower with
regular trainings which are tailor-made for different segments as per individual requirement.
• Supply Chain Management: Efficiently managing the procurement of manpower and distribution is crucial for
controlling costs and ensuring service availability to which we ensure regular hiring and recruitment to control the
shortfall at any given site on any given day to control and regulate the strength sanctioned.
• Customer Relationship Management: Building relationships with customers and maintaining effective service
delivery is of utmost importance. This includes lead generation, service delivery, and customer support. We constantly
maintain a PR with the key persons to address to their issues promptly and sharing ideas to enhance the quality and
operations.
• Financial Management: Monitoring and managing financial resources is vital for the sustainability. This process
involves budgeting, accounting, and ensuring cash flow stability controlled by the key managerial person in the
company.
• Human Resources: Hiring, training, and retaining a skilled workforce are integral to a company's success. Our HR
processes also encompass performance evaluations, payroll, and benefits management with experienced recruitment
and controlled hiring to avoid liabilities.
• Operations and Quality Control: Streamlining internal operations and ensuring service quality are essential for
maintaining customer satisfaction. The operations managers regularly supervise and observe the sites to identify areas
where specific training, grooming, or motivation is needed and necessary actions are taken to set right the concerns.”
END-TO-END PROCESS FOR CUSTOMER ACQUISITION, SERVICE DELIVERY, AND MANPOWER
DEPLOYMENT".
• Applying for Tender Bidding: The process begins with the us applying for tenders through the registrar portal on
GeM (Government e-Marketplace) for government tenders. Additionally, we apply through various other portals and
websites for both private and government tenders. We internally assess our capacity and eligibility, and based on these
assessments, we apply for tenders and submit bids and/or submit our quotes for private contracts. We have a dedicated
team that exclusively handles and assists with this process.
• Client Inquiry or Outreach: Apart from above process we also undertake the assessment of due diligence, capacity
and eligibility, w.r.t. to the potential client who have inquired about our services and have expressed interest in our
security and manpower services. We also proactively reach out to prospective clients to introduce our Offerings and
initiate the conversation.
• Comprehensive Client Consultation: During the client consultation, we thoroughly assess the client's security needs
and requirements. If their needs are not clearly defined, we Issue a preliminary proposal to provide an initial
understanding of our capabilities and our assessment of what may be their suitable need. If further information is
required, we proceed to an in-depth consultation. In the comprehensive client consultation, we actively listen to the
client's concerns, expectations, and preferences. We ask relevant questions to gather essential information and ensure a
complete understanding of their specific security and manpower demands.
• Proposal Development and Acceptance: Based on the insights gathered from the consultation, we develop a
comprehensive proposal. This proposal includes pricing details, a breakdown of service Offerings, and how our services
172align with the client's unique needs. Upon the client's acceptance of the proposal, we move on to the subsequent phases
of our business process.
• Deployment Planning and Manpower Assignment: We create a personalized security and manpower deployment
plan tailored to the client's specific requirements and expectations. This plan outlines the strategies, protocols, and
resources we intend to employ to fulfill their needs. Simultaneously, we proceed to assign the necessary personnel and
resources based on the approved security or facility management plan. Our priority is to ensure that the selected staff
members possess the requisite qualifications and training.
• Manpower Deployment: Following the deployment plan, we deploy the approved manpower to the client's location.
This involves the setup of security measures, access control, surveillance, and any other necessary services as per the
client's requirements.
• Ongoing Operations Monitoring and Reporting: We maintain a continuous presence to monitor security and facility
management operations. Our goal is to ensure the smooth and effective delivery of these services. Regularly, we review
and analyse data and reports to identify any issues or areas that may require improvement. To maintain transparency
and keep clients informed, we provide them with regular reports detailing activities, security incidents, and any changes
in the security environment.
• Issue Resolution and Troubleshooting: In the event of any issues or challenges arising during operations, we take
prompt action to address and resolve them. This includes managing security breaches, handling equipment
malfunctions, and responding to unforeseen obstacles.
• Client Feedback and Service Continuation: Actively seeking feedback from the client is crucial to ensure their
satisfaction with our services. If the client is content, we continue delivering services as per the established terms and
contractual agreements. If any concerns or issues arise, we take immediate actions to address them, ensuring the client's
needs are met, and their business with us is retained.
• Service Offering Expansion and Growth: We constantly explore opportunities to expand our services to existing
clients. This may involve cross-selling additional solutions, extending services to new locations, or accommodating
increased personnel needs as the client's business grows.
BUSINESS ACTIVITIES UNDER OUR SUBSIDIARY AND ASSOCIATE COMPANIES
As on the Date of this Prospectus, Our Company does not have any Subsidiary or Associated Company.
OUR COMPETITIVE STRENGTHS
• Diversified Services Portfolio: One of our core competitive strengths lies in our diversified service portfolio. Armour
Security Issues a range of services encompassing security, housekeeping, integrated facility management, and
manpower solutions. This diversity allows us to cater to a wide array of client needs, ensuring that we can address
various aspects of security and facility management efficiently and comprehensively.
• Expertise and Experience: Our company thrives on the invaluable expertise cultivated under the visionary
leadership of our promoters, Mr. Vinod Gupta & Mrs. Arnima Gupta, boasting over two decades and 15 years
respectively of industry experience. Their vision, guidance and industry acumen has honed our team's skills, enabling
the development of industry standard practices tailored precisely to meet our clients' needs. Our continuous
refinement of service Offerings ensures we remain at the forefront, adeptly navigating complex challenges.
• Technology Integration: The strength of our company lies in our robust technological infrastructure, which includes
an Enterprise Resource Planning (ERP) system for seamless integration of core functions, optimum use of email and
communication system for efficient internal and external collaboration, and the use of smartphones to facilitate real-
time communication, location sharing, and group interactions and coordination among our staff. These technological
assets empower us to optimize resource management, data-driven decision-making, and communication efficiency,
enhancing our overall operational capabilities and client service.
• Compliance and Certifications: Armour Security is dedicated to maintaining the quality standards in the industry.
We are ISO certified reflecting our commitment towards the quality of our services. Additionally, we possess licenses
of PSARA (Private Securities Agencies Regulation Act) which exemplify our compliance with industry regulation
practices. These certifications reinforce our credibility and signify our dedication to providing reliable services.
173• Customer Retention: We prioritize maintaining service excellence through following stringent standards, ensuring
prompt resolution of customer grievances if any. We provide cost-effective service Offering to our client which helps
us in being their preferred partner. Our strengths lie in understanding and meeting client expectations, encompassing
factors like location, manpower and their skill requirements through proper planning and management. Our
customer-centric cost structure not only attracts new clients but also builds loyalty, encouraging repeat business from
our existing clientele.
OUR BUSINESS STRATEGIES
I. Robust Customer Relationship Management (CRM)
Maintaining strong and long-lasting client relationships is central to sustainable growth. Our CRM approach is designed to
go beyond basic communication and focus on trust-building. Regular client follow-ups ensure that we are always aware of
customer expectations, satisfaction levels, and emerging concerns. An organized redressal process allows us to address
issues quickly and transparently, creating confidence in our responsiveness. By consistently exceeding expectations, we
aim to transform satisfied clients into brand advocates, thereby generating referrals and strengthening our market
reputation.
II. Extensive Employee Training and Development
Employees are the backbone of service quality, and we focus on equipping them with both technical expertise and
interpersonal skills. Through structured training programs, employees enhance their knowledge of industry best practices
while also improving their communication, teamwork, and problem-solving skills. Continuous learning ensures that our
workforce remains adaptive to industry shifts, regulatory requirements, and client-specific demands. This dual focus on
technical and soft skills empowers employees to deliver outstanding services with professionalism and efficiency.
III. Continuous Focus on Quality Control
Quality is ingrained in every stage of our service delivery. We strictly adhere to globally recognized certifications such as
ISO 9001:2015, SA 8000:2014, ISO 45001:2018, ISO/IEC 27001:2022, and ISO 14001:2015, ensuring compliance with
international benchmarks. In addition, we maintain rigorous internal quality checks, supported by supervisory oversight
through random inspections and field visits. Periodic reviews further help us identify gaps and implement improvements,
guaranteeing that we consistently meet or exceed customer expectations while upholding service excellence.
IV. Cross-Marketing Strategy
To maximize the value delivered to clients, we adopt a structured cross-marketing approach. By leveraging our existing
relationships, we introduce clients to the full spectrum of services we offer, highlighting the advantage of a one-stop
solution. This strategy not only enhances client convenience but also strengthens loyalty, as customers recognize the cost-
effectiveness and efficiency of engaging a single provider for multiple needs. It allows us to showcase the breadth of our
expertise while creating additional opportunities for growth and reinforcing our position as a comprehensive service
partner.
V. Integration of Drone-based Surveillance Services
As part of our strategy to enhance service effectiveness and adopt technology-enabled solutions, we intend to offer drone-
based surveillance services as a complementary offering to our existing and new security operations and events. Drone
surveillance enables real-time monitoring, perimeter assessment and enhanced situational awareness, particularly for large
premises, industrial facilities and remote locations. We aim to deploy such services in compliance with applicable laws and
regulatory requirements, including obtaining necessary permissions and certifications. The integration of drone-based
surveillance is expected to improve operational efficiency and provide value-added security solutions to our clients.
VI. Proposed Training Services for Manpower Agencies
We propose to expand our operations by establishing dedicated training centres to provide structured training services to
various manpower agencies and allied service providers. These training programmes are intended to focus on skill
development, operational readiness, safety, compliance and service quality. The proposed training centres are expected to
support industry requirements and create an additional service vertical over time, subject to commercial viability and
applicable regulatory approvals.
VII. Technology-Driven Operational Strategy
As part of our operational strategy, we intend to invest in an enterprise resource planning (ERP) system that will leverage
smartphones, real-time communication platforms and location-based coordination tools to support timely deployment,
effective utilisation and flexible deployment of manpower across different sites, including inter-site movement and
exchange of staff, as well as supervision and monitoring of personnel. These tools are expected to enable efficient planning,
facilitate data-driven decision-making and enhance responsiveness to client requirements. The integration of technology
174into our operations is intended to support scalability and improve transparency in client interactions.
COMPETITION
We face competition from various organised domestic players and from unorganised players. The industry in which we
operate is unorganized, competitive, and highly fragmented in India. We have over two decades of experience in providing
security services and we believe that our Company will not only maintain but further enhance its position in the industry.
We compete based on a number of factors, including client relationships, quality of manpower and operational excellence.
SWOT ANALYSIS
Strengths Weakness
• Diverse Service Portfolio • Highly Fragmented and Competitive Market
• Experienced Management with Industry Expertise • Dependency on Key Clients
• Trained Workforce
• Strong Customer Relationship
Threats
Opportunities
• Regulatory Compliance and Litigation Risk can cause
• Overall Market Growth and Expansion
• Cross-Promotion Opportunities business disruptions and increase in Compliance costs.
• Cost and Business Process Optimisation with • Competitive Risks from established players and New
Technological Advancements Entrants with Better Pricing Power
• New service Offerings • Quality Manpower Shortages Risks
CAPACITY AND CAPACITY UTILIZATION
As on the date of the Prospectus our Company is into Service Industry and hence details of capacity installed, and its
utilization does not apply to the Company, however such as Company’s operational capacity are as below related to capacity
and capacity utilization:
Upto
Years FY 2024-25 FY 2023-24 FY 2022-23
30.09.2025
Total No. of Clients Serviced 83 93 96 78
Total No. of Repeated Clients 60 61 55 53
% of Total Repeated Clients 72.29% 65.59% 57.29% 67.95%
RECRUITMENT AND TRAINING INITIATIVE
At Armour Security, our recruitment and training initiatives are meticulously designed to meet the unique demands of our
clients. When we receive government tenders or secure new private contracts, our hiring process is strategically focused
on sourcing skilled/ semi-skilled or unskilled workers as per requirements from the vicinity of our client's site locations.
We conduct a comprehensive assessment that includes physical parameters like height, weight, and fitness, ensuring
candidates meet the specific criteria for their security roles. Educational backgrounds are also scrutinized to align
qualifications with role suitability.
As part of our commitment to workforce development, we invest in training programs. These initiatives encompass not
only the enhancement of physical security skills but also the nurturing of essential soft skills for effective communication
and interpersonal interactions. Our Training program covers regular fitness regime for all the security personnel, vigilance
training, role plays, brainstorming, report writing, soft skills, legal limitations, firefighting training, client’s expectations,
code of conduct, rules and regulations, on site procedures etc., we provide quality uniforms and equipment’s needed for
the job role to all the personnel at our own cost. We also make sure that we meet all the legal and statutory requirements.
Our recruitment and training strategies are dedicated to continuously elevating the capabilities of our workforce, ensuring
that we consistently deliver quality security services to our valued clients.
INFORMATION TECHNOLOGY
• Enterprise Resource Planning (ERP) System: Our ERP system is a centralized software platform that integrates
various core functions, such as finance, human resources, supply chain, and customer relationship management. It
175enables us to efficiently manage our resources and make data-driven decisions.
Key Features: Financial management, inventory control, human resources management, and customer relationship
management and Customized solution developed by Tally.
• Email and Communication Systems: We use an email system with our own domain name from Google
(http://www.armoursecurities.com/) for internal and external communication. It is integrated with calendar and
/collaboration tools to ensure efficient communication and scheduling.
Key Features: Email, calendar, video conferencing, and instant messaging.
• Smart Phones: Helps us by creating various groups for sharing live locations by the staff and daily reporting from
different sites with accessing WhatsApp groups for group interactions and process.
LICENSES
Our Company places an emphasis on regulatory compliance and adheres to licensing requirements applicable to the private
security industry. We hold the requisite license under the Private Security Agencies Regulation Act (PSARA), which is a
statutory requirement for providing private security services in India, obtained based on specific client requirements.
Possession of this license reaffirms our commitment to operating within the prescribed legal and regulatory framework while
maintaining the highest industry standards across all our security-related operations. This compliance not only ensures lawful
business conduct but also reflects our dedication to delivering reliable, professional, and secure services. Furthermore, it
provides our clients with the assurance that they are engaging with a reputable, trusted, and fully compliant security service
provider. Refer to Government and Approval chapters for details about licenses company has taken.
QUALITY CONTROL
Our commitment to quality and proactive service is exemplified by our monthly client review meetings. These review
sessions are a crucial component of our quality control strategy, serving as a platform to promptly address any issues and
prevent potential problems from escalating into crises. During these comprehensive discussions, the entire management
staff of Armour Security, responsible for on-site security, collaborates with the client's security personnel, ensuring that all
security-related matters are thoroughly examined. We continually strive to remain ahead of issues, guaranteeing that our
clients receive optimal security solutions.
Within these meetings, we meticulously analyse problems and their respective solutions. Our management team
conducts thorough evaluations, focusing on scheduling, turnover rates, incidents, and personnel matters. This
proactive approach ensures that we consistently serve our clients with the highest level of diligence. We are
dedicated to leaving no stone unturned in enhancing and fortifying the security provided to our valued clients.
OUR MARKETING STRATEGY
Major of our revenues is generated through applying for the tender and getting awarded the said tenders. Further, with
respect to private contracts that we undertake (excluding private contracts through tenders), we have our in-house team
who reaches out to the potential clients through the known network of our Promoters and Directors. Further, in certain
cases we also convert inquiries into definitive clients.
LIST OF CLIENTS
Our company has reputed client base which includes various reputed Clients. Our strategy is to seek new clients and at the
same time secure additional engagements from existing clients by providing timely and improved services. We believe that
our current capabilities and plans for the future will ensure that we are well positioned to attract and develop new client
relationships. Business from new client is accepted upon consideration of factors such as alignment of capabilities and
client expectation, volume of business and future business, potential for close partnership with long-term association, and
an analysis of upfront costs.
As we are into the business of providing aviation services to our clients, hence we do not have any suppliers for our
services.:
Percentage of our Top 10 Clients of Total Sales for the respective years:
(₹ in lakhs)
For Financial Year ended on
Particulars Period Ended March 31, 2025 March 31, 2024 March 31, 2023
30.09.2025
Customer Amount % of Amount % of Amount % of Total Amount % of
Total Total Revenue Total
Revenue Revenue Revenue
Customer 1 378.93 19.26% 701.34 19.67% 630.46 19.14% 755.26 26.18%
176Customer 2 351.65 17.87% 675.60 18.95% 483.00 14.67% 496.40 17.21%
Customer 3 170.63 8.67% 364.31 10.22% 283.38 8.60% 216.67 7.51%
Customer 4 143.77 7.31% 275.51 7.73% 281.67 8.55% 208.05 7.21%
Customer 5 133.17 6.77% 260.00 7.29% 273.79 8.31% 171.59 5.95%
Customer 6 117.73 5.98% 210.82 5.91% 171.67 5.21% 93.55 3.24%
Customer 7 63.85 3.24% 94.91 2.66% 100.24 3.04% 83.95 2.91%
Customer 8 57.15 2.90% 54.20 1.52% 96.63 2.93% 70.21 2.43%
Customer 9 35.71 1.81% 46.72 1.31% 67.38 2.05% 64.76 2.25%
Customer 10 31.86 1.62% 43.57 1.22% 63.56 1.93% 57.42 1.99%
Total 1,484.46 75.44% 2,726.99 76.48% 2,451.77 74.45% 2,217.85 76.88%
Note: Top 10 Customer for each period are considered separately.
**We have not disclosed the names of Customers as we have not received obtained No Objection Certificate/Consent Letter from them.
INFRASTRUCTURE FACILITIES
Location
Sr. No. Address Usage
1. B-87, 2nd Floor, Defence Colony, New Delhi-110024. Registered Office
Power
Our Company meets its power requirements at our registered office from BSES Rajdhani Power Limited and the same is sufficient
for our day-to-day functioning.
Water
Our registered office has adequate water supply arrangements for human consumption purpose. The requirements are fully
met at the existing premises.
MATERIAL CONTRACTS
As on the date of filing of this Prospectus, the company has not entered into any material contracts.
HUMAN RESOURCE
All the employees who are employed in their respective departments work with integrity to make sure the operation of the
company has fulfilled and the targets the company has set are achieved.
The detailed break-up of our employees as on December 09, 2025 is as under:
PERMANENT EMPLOYEES
Sr. No. Functions Number of Employee
1. Vice President 1
2. Finance Department 5
3. Human Resource and Compliance Department 3
4. Sales & Marketing Department 3
5. Store Department 1
6. Customer Relationship Department 2
7. Administrative and Housekeeping Department 4
8. Tender Department 3
9. Operation Department 15
Total 37
We have encountered no significant work disruptions to date, and we believe that we have maintained good relations with
our employees.
177CONTRACTUAL EMPLOYESS
Department Total No of Employees
Security Guard, Supervisor and Security Officer 592
Housekeeper 729
Data Entry Operator + MTS and other 288
TOTAL 1609
IMPORTS-EXPORTS OBLIGATIONS
There are no import and export obligation as on date of filing this Prospectus.
(The rest of the page is intentionally left blank)
178OUR PROPERTIES
The detail of our properties owned or leased by our Company are as follows:
Type of Agreement and
Date of Sale Deed/ Consideration / Lease
Sr. Name of the Owner / Purpose
Details of the Property Agreement & Period Rental / License Fees Location Name of lessor
No. Licensor / Seller of the Used
of lease (₹)
Property
Agreement to sell and Registered
1 B-87, 2nd Floor, Defence Colony, New Delhi- 110024 December 22, 2023 ₹6,40,00,000 Delhi -
purchase Office
Ground Floor, Shop No -S-52, Sahara Mall, Mehrauli- Rambir Singh &
15th August 2025 to Branch Gurgaon,
2 Gurgaon Rd, Saraswati Vihar, Chakkarpuer, Rent Agreement ₹38,000 per month Amresh
14th July 2026 Office Haryana
Gurugram, Sarhol, Haryana - 122002 Chaudhary
SOHO. 343, B Block,Chandigarh,Citi Center, Vip 25th March 2025 to Branch
3 Rent Agreement ₹16,500 per month Punjab Mukul Sharma
Road,Zirakpur, Sas Nagar (Mohali) Punjab 140603 24th Feb 2026 Office
1st Floor, Village & P.0 Ogli Kala-Amb, Tehsil 15th July 2025 to 14th Branch Himachal
4 Rent Agreement ₹4,000 per month Sourabh Sharma
Nahan District: Sirmaur, H.P.173001 June 2026 Office Pradesh
1st April 2025 to 28th Branch Noida,
5 2 06, JOP Plaza, P-2 Sector-18, NOIDA Rent Agreement ₹22,500 per month Sushil Rastogi
Feb 2026 Office UP
Plot No. 201, 2nd floor, Sai Prasad enclave,
07th January 2026 to Branch Aashish Narendra
6 Vivekanand Nagar, Wardha Road, Nagpur Rent Agreement ₹30,000 per month Maharashtra
06th December 2026 Office Pande
Maharashtra 440015
1) Mr. Vinod Gupta and Ms. Arnima Gupta, co-owners of the property situated at B-87, 2nd Floor, Defence Colony, New Delhi-110024 has transferred the said property in favour of our
Company vide an Agreement to sale and purchase dated December 22, 2023. The said property was further registered with the Sub-Registrar Office South-East Defence Colony, vide
agreement to sell dated August 19, 2024. The said Property was transfer in the favour of the company in 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. The valuation of the said property was arrived at Rs 6,40,00,000/- vide a valuation report dated December 12, 2022, issued by
Mr. Bhavin R. Patel (Reg. No.: IBBI/RV/02/202214582). Kindly refer the Sub-Head titled “Allotment of shares dated December 26, 2023” under the head titled “History of Issued,
Subscribed and Paid-Up Equity Share Capital of the Company” under the chapter titled “Capital Structure” on page 88 of the Prospectus.
2) Our Company/Promoter & Promoter Group/Directors/KMPs/Group Companies does not have any conflict of interest with any of the lessors mentioned hereinabove. All the above-
mentioned agreements are adequately stamped. Further, the agreement mentioned in Sr. No. 1 of the above table is appropriately registered. Further, agreements mentioned in Sr. No.
2 to Sr.No.6 do not require any mandatory registration.
179INSURANCE POLICIES
The following are the details of the insurance policies obtained by our Company:
Sr. Company Validity Sum Insured Premium
Type of Policy Policy No.
No. (Insured Name) Period (IDV) Paid (₹)
Motor Insurance
Armour Security 8204689832 00 08 May 2025 –
1 (OD + Add-on ₹ 5,45,898.00 ₹ 7,625.00
India Pvt. Ltd 00 07 May 2026
Covers)
Armour Security Motor Insurance 82046985341 22 May 2025 –
2 ₹ 4,40,167.00 ₹ 9,230.00
India Pvt. Ltd (OD + TP) 00 00 21 May 2026
For further information, see chapter “Risk Factors” on page 38. Our insurance coverage may not be adequate to cover
risks associated with our business and operations.”
INTELLECTUAL PROPERTY
As on the date of the Prospectus, our Company has following IPRs in the name Armour:
Registration Registration/
Sr. Class Status/ Validity
Word Mark /Application No. Application date
No.
6302911
1. 45 February 14, 2024 Registered
6519770 45 July 10, 2024 Formalities Chk Pass
2.
*The trademark is in the name of Armour Security (India) Ltd.
CORPORATE SOCIAL RESPONSIBILITY
As per the financial statement of our company as on March 31, 2025, the provisions of section 135 of the Companies Act,
2013 is not applicable on our company.
FINANCIAL INDEBTEDNESS OF THE COMPANY
As on the date of this Prospectus, our Company has availed both secured and unsecured loans. For further details, please
refer to the section “Financial Indebtedness” beginning on page 238.
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180KEY INDUSTRY REGULATIONS AND POLICIES
The following description is a summary of the relevant regulations and policies as prescribed by the Government of India
and other regulatory bodies that are applicable to our business. The information detailed in this section has been obtained
from various legislations, including rules and regulations promulgated by the regulatory bodies that are available in the
public domain. The regulations and policies set out below may not be exhaustive and are only intended to provide general
information to the investors and are neither designed nor intended to be a substitute for professional legal advice. The
Company may be required to obtain licenses and approvals depending upon the prevailing laws and regulations as
applicable.
The business of the Company requires, at various stages, the sanction of the concerned authorities under the relevant
Central, State legislation and local byelaws. The following is an overview of the important laws, regulations and policies
which are relevant to our business in India. Certain information detailed in this section has been obtained from publications
available in the public domain. The description of law, regulations and policies set out below are not exhaustive, and are
only intended to provide general information to bidders and is neither designed nor intended to be a substitute for
professional legal advice.
In addition to what has been specified in this Prospectus, taxation statutes such as the Income Tax Act, 1961 and Central
Goods and Services Tax Act, 2017 and other miscellaneous laws applicable on the Company as they do on any other Indian
company. The statements below are based on the current provisions of Indian law, and the judicial and administrative
interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative,
or judicial decisions. For details of government approvals obtained by the Company, see the section titled “Government
and Other Approvals” beginning on page 252 of this Prospectus Depending upon the nature of the activities undertaken
by the Company the following are the various regulations applicable to the company
APPROVALS
For the purpose of the business undertaken by the Company, the Company is required to comply with various laws, statutes,
rules, regulations, executive orders, etc. that may be applicable from time to time. The details of such approvals have more
particularly been described for your reference in the section titled “Government and Other Approvals” beginning on page
252 of this Prospectus
Following is an overview of some of the important laws and regulations, which are relevant to our business.
BUSINESS RELATED LAWS:
The Companies Act, 2013 (to the extent notified)
The consolidation and amendment in the law relating to the Companies Act, 1956 made way to the enactment of the
Companies Act, 2013. The Companies Act, 1956 is still applicable to the extent not replaced. The Companies Act primarily
regulates the formation, financing, functioning, and restructuring of separate legal entity as companies. The Act provides
regulatory and compliance mechanism regarding all relevant aspects including organizational, financial, and managerial
aspects of companies. The provisions of the Act state the eligibility, procedure, and execution for various functions of the
company, the relation and action of the management and that of the shareholders. The law laid down transparency, corporate
governance, and protection of shareholders & creditors. The Companies Act plays the balancing role between these two
competing factors, namely, management autonomy and investor protection.
The Indian Contract Act, 1872
The Contract Act is the legislation which lays down the general principles relating to formation, performance, and
enforceability of contracts. The rights and duties of parties and the specific terms of agreement are decided by the
contracting parties themselves, under the general principles set forth in the Contract Act. The Contract Act also provides
for circumstances under which contracts will be considered as ‘void’ or ‘voidable’. The Contract Act contains provisions
governing certain special contracts, including indemnity, guarantee, bailment, pledge, and agency.
The Micro, Small and Medium Enterprises Development Act, 2006 (“MSME Act”)
MSME Act was enacted to provide for facilitating the promotion and development and enhancing the competitiveness of
micro, small and medium enterprises. Any person who intends to establish (a) a micro or small enterprise, at its discretion;
(b) a medium enterprise engaged in providing or rendering of services may, at its discretion; or (c) a medium enterprise
engaged in manufacture or production of goods pertaining to any industry specified in the First Schedule to the Industries
(Development and Regulation) Act, 1951 is required to file a memorandum before such authority as specified by the State
181Government or the Central Government. The form of the memorandum, the procedure of its filing and other matters
incidental thereto shall be such as may be specified by the Central Government, based on the recommendations of the
advisory committee. Accordingly, in exercise of this power under the MSME Act, the Ministry of Micro, Small and Medium
Enterprises notification dated September 18, 2015, specified that every micro, small and medium enterprises is required to
file a Udyog Adhaar Memorandum in the form and manner specified in the notification.
Private Security Agencies (Regulation) Act, 2005
The PSARA is the primary legislation for the regulation of private security agencies in India. Any person or body of persons
other than a government agency, department or organization engaged in the business of (a) providing private security
services or (b) providing training to private security guards or their supervisors or (c) providing private security guards to
any industrial or business undertaking or a company or any other person or property, are regulated by the PSARA, and are
required to obtain a license for undertaking such activities.
Private security agencies licensed under the PSARA are required to obtain prior permission for providing private security
services abroad. A license granted under PSARA is valid for a period of five years, unless cancelled earlier. In this regard,
the PSARA sets forth eligibility requirements to become a private security guard and eligibility conditions for obtaining a
license for employing or engaging private security guards. It also authorizes state governments to frame rules for issuance
of licenses and prescribes conditions for cancellation and suspension of licenses. Carrying on or commencing the business
of a private security agency without a valid license is an offence punishable with imprisonment for a term of up to one year,
or with fine which may extend to Rs. 25,000, or with both. Conditions for commencement of operations and engagement
of supervisors outlined in the PSARA require the licensee to inter alia, commence activities within six months of obtaining
the license, impart training and skills to its private security guards and supervisors and employ such number of supervisors
as specified under the state specific rules. Every private security agency is required to maintain a register containing details
of its managers, private security guards, customers and other prescribed details as may be specified by respective state
governments. In the event of non-compliance with conditions prescribed in the PSARA, namely, appointment of eligible
staff or failure to impart requisite training, the private security agency shall be punishable with a fine extending to Rs.
25,000 and can also be subject to suspension or cancellation of its license. Additionally, upon non-compliance with laws
mentioned below, the licenses under the PSARA of private security agencies may be cancelled:
Rules for administration of Private Security Agencies
The Central Government has framed the Private Securities Agencies Central Model Rules, 2006 (“PSA Model Rules”).
Further, State Governments, while making any rules in respect of matters under the PSARA, are required to conform to the
Model Rules. The Model Rule set out, inter alia, the verification process for private security agencies, conditions of
training, standard of physical fitness for security guards, minimum number of supervisors, manner of application/renewal
and conditions of license. Pursuant to the Model Rules, numerous states have framed rules in relation to registration and
licensing of private security agencies.
TAX RELATED LEGISLATIONS
Income Tax Act, 1961
Income Tax Act, 1961 is applicable to every Domestic / Foreign Company whose income is taxable under the provisions
of this Act or Rules made under it depending upon its “Residential Status” and “Type of Income” involved. U/s 139(1)
every Company is required to file its Income tax return for every Previous Year by 30th September of the Assessment Year.
Other compliances like those relating to Tax Deduction at Source, Advance Tax, and Minimum Alternative Tax and like
are also required to be complied by every Company.
Goods and Service Tax (GST)
Goods and Service Tax (GST): Goods and Services Tax (GST) is levied on supply of goods or services or both jointly by
the Central and State Governments. It was introduced as The Constitution (One Hundred and First Amendment) Act, 2017
and is governed by the GST Council. GST provides for imposition of tax on the supply of goods or services and will be
levied by Centre on intra-state supply of goods or services and by the States including Union territories with legislature/
Union Territories without legislature respectively. A destination-based consumption tax GST would be a dual GST with the
center and states simultaneously levying tax with a common base. The GST law is enforced by various acts viz. Central
Goods and Services Act, 2017 (CGST), State Goods and Services Tax Act, 2017 (SGST), Union Territory Goods and
Services Tax Act, 2017 (UTGST), Integrated Goods and Services Tax Act, 2017 (IGST) and Goods and Services Tax
(Compensation to States) Act, 2017 and various rules made thereunder. It replaces following indirect taxes and duties at
the central and state levels: Central Excise Duty, Duties of Excise (Medicinal and Toilet Preparations), additional duties on
182excise– goods of special importance, textiles and textile products, commonly known as CVD – special additional duty of
customs, service tax, central and state surcharges and cesses relating to supply of goods and services, state VAT, Central
Sales Tax, Luxury Tax, Entry Tax (all forms),Entertainment and Amusement Tax (except when levied by local bodies),
taxes on advertisements, purchase tax, taxes on lotteries, betting and gambling.
LAWS RELATING TO EMPLOYMENT:
Labour Law legislations
The various other labour and employment-related legislations (and rules issued thereunder) that may apply to our
operations, from the perspective of protecting the workers’ rights and specifying registration, reporting and other
compliances, and the requirements that may apply to us as an employer, would include the following:
In order to rationalize and reform labour laws in India, the Government of India has framed four labour codes, which will
be applicable to the operations of our Company, once they have been notified, namely:
The Occupational Safety, Health and Working Conditions Code, 2020 received the assent of the President of India on
September 28, 2020, and proposes to subsume certain existing legislations, including the Factories Act, 1948, the Contract
Labour (Regulation and Abolition) Act, 1970, and the Inter-State Migrant Workmen (Regulation of Employment and
Conditions of Service) Act, 1979. This code proposes to provide for, among other things, standards for health, safety and
working conditions for employees of establishments, and will come into effect on a date to be notified by the Central
Government.
The Industrial Relations Code, 2020 received the assent of the President of India on September 28, 2020, and proposes
to subsume three existing legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions Act,1926 and the
Industrial Employment (Standing Orders) Act, 1946. The Industrial Relations Code, 2020 will come into effect on a date
to be notified by the Central Government.
The Code on Wages, 2019 received the assent of the President of India on August 8, 2019. Through its notification dated
December 18, 2020, the Government of India brought into force certain sections of the Code on Wages, 2019. The
remaining provisions of this code will be brought into force on a date to be notified by the Government of India. It proposes
to subsume four separate legislations, namely, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the
Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976.
The Code on Social Security, 2020 received the assent of the President of India on September 28, 2020. Through its
notification dated April 30, 2021, the Government of India brought into force section 142 of the Code on Social Security,
2020. The remaining provisions of this code will be brought into force on a date to be notified by the Government of India.
It proposes to subsume several separate legislations including the Employee’s Compensation Act, 1923, the Employees’
State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Employment
Exchanges (Compulsory Notification of Vacancies) Act, 1959, the Maternity Benefit Act, 1961, and the Payment of
Gratuity Act, 1972
Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“SHWPPR Act”) aims to provide
women protection against sexual harassment at the workplace and prevention and redressal of complaints of sexual
harassment. The SHWPPR Act defines ‘sexual harassment’ to include any unwelcome acts or a sexually determined
behavior (inter alia whether directly or by implication). Workplace under the SHWPPR Act has been defined widely to
include government bodies, private and public sector organizations, non-governmental organizations, organizations
carrying on commercial, vocational, educational, entertainment, industrial, financial activities, hospitals and nursing
homes, educational institutes, sports institutions and stadiums used for training individuals. The SHWPPR Act requires an
employer to set up an ‘internal complaints committee’ at each office or branch, of an organization employing at least 10
employees. Factors like mental trauma, medical expenses, loss in the career opportunity and income shall be considered
while determining compensation. The duties of the employer and the district officer are provided in the SHWPPR Act.
The Equal Remuneration Act, 1976
The Equal Remuneration Act, 1976 is an act to provide Equal Remuneration to men and women and to prevent gender
discrimination against women in the matters related to employment. Section 2(g) of the Act defines remuneration. It
includes basic wage or salary and additional emoluments. The Equal Remuneration Act is a gift of "the International
women's Year" to women workers. It is enacted to give effect to the provision of Article 39 of the Constitution of India
183which contains a directive principle of equal pay for equal work for both men and women. The Act provides for the payment
of equal remuneration to men and women workers for the same work or work of a similar nature and for the prevention of
discrimination on the ground of sex against women in the matter of employment.
The Contract Labour (Regulation and Abolition) Act, 1970
The Contract Labour (Regulation and Abolition) Act, 1970 (“CLRA Act”) aims to prevent exploitation of contract labour
and also introduce better condition of work. Under this said act, a workman is deemed to be employed as a ‘Contract
Labour’ when he is hired in connection with the work of an establishment though a contractor. The CLRA Act as per
Rajasthan amendment applies to any establishment in which 50 or more workers are employed or were employed in the
preceding 12 months as Contract Labour. Such establishments are required to register under Section 7 of the CLRA Act.
The CLRA Act imposes certain obligations on the contractor in relation to the establishment of canteens, restrooms,
drinking water, washing facilities, first aid, other facilities and payment of wages. However, in the event the contractor
fails to provide these amenities, the principal employer is under an obligation to provide these facilities within a prescribed
time period. Penalties, including both fines and imprisonment, may be levied for contravention of the provisions of the
CLRA Act.
Shops and commercial establishment’s legislations
A number of states in India, including Delhi, West Bengal, Punjab, Haryana, Karnataka and Bihar have passed laws for
regulating shops and commercial establishments. Such laws require registrations to be obtained, and also regulate working
hours, payment of wages, leave, holidays, terms of service and other conditions of work of persons employed in shops and
commercial establishments. Contraventions of provisions of such laws may entail punishment such as imprisonment along
with monetary penalty.
PROPERTY RELATED LAWS:
Transfer of Property Act, 1882
The transfer of property, including immovable property, between living persons, as opposed to the transfer of property by
the operation of law, is governed by the Transfer of Property Act, 1882 (“T.P. Act”). The T.P. Act establishes the general
principles relating to the transfer of property including among other things identifying the categories of property that are
capable of being transferred, the persons competent to transfer property, the validity of restrictions and conditions imposed
on the transfer and the creation of contingent and vested interest in the property.
The Indian Stamp Act, 1899
Stamp duty is payable on all instruments/ documents evidencing a transfer or creation or extinguishment of any right title
or interest in immoveable property. The Indian Stamp Act, 1899 (the “Stamp Act”) provides for the imposition of stamp
duty at the specified rates on instruments listed in Schedule I of the Stamp Act. However, under the Constitution of India,
the states are also empowered to prescribe or alter the stamp duty payable on such documents executed within the state.
Instruments chargeable to duty under the Stamp Act but which have not been duly stamped, are incapable of being admitted
in court as evidence of the transaction contained therein. The Stamp Act also provides for impounding of instruments by
certain specified authorities and bodies and imposition of penalties, for instruments which are not sufficiently stamped or
not stamped at all Instruments which have not been properly stamped instruments can be validated by paying a penalty of
up to 10 times of the total duty payable on such instruments.
The Registration Act, 1908
The purpose of the Registration Act, amongst other things, is to provide a method of public registration of documents so
as to give information to people regarding legal rights and obligations arising or affecting a particular property, and to
perpetuate documents which may afterwards be of legal importance, and also to prevent fraud.
INTELLECTUAL PROPERTY LEGISLATIONS
Trademarks Act, 1999 (Trademark Act)
A trademark is used in relation to goods so as to indicate a connection in the course of trade between the goods and a person
having the right as proprietor or user to use the mark. The Trademarks Act, 1999, (Trademarks Act) governs the registration,
acquisition, transfer and infringement of trademarks and remedies available to a registered proprietor or user of a trademark.
Registration is valid for a period of 10 years but can be renewed in accordance with the specified procedure. As per the
184Trademarks (Amendment) Bill, 2009, Registrar of Trademarks is empowered to deal with international applications
originating from India as well as those received from the International Bureau and maintain a record of international
registrations. It also removes the discretion of the Registrar to extend the time.
Copyrights Act, 1957 (Copyright Act)
The Copyrights Act governs copyright protection in India. Under the Copyright Act, copyright may subsist in original
literary, dramatic, musical or artistic works, cinematograph films, and sound recordings. Following the issuance of the
International Copyright Order, 1999, subject to certain exceptions, the provisions of the Copyright Act apply to nationals
of all member states of the World Trade Organization. While copyright registration is not a prerequisite for acquiring or
enforcing a copyright, registration creates a presumption favoring ownership of the copyright by the registered owner.
Copyright registration may expedite infringement proceedings and reduce dela caused due to evidentiary considerations.
Once registered, the copyright protection of a work lasts for 60 years. The remedies available in the event of infringement
of a copyright under the Copyright Act include civil proceedings for damages, account of profits, injunction and the delivery
of the infringing copies to the copyright owner. The Copyright Act also provides for criminal remedies, including
imprisonment of the accused, imposition of fines and seizure of infringing copies.
Patents Act, 1970 (Patent Act)
The purpose of the Patent Act in India is to protect inventions. Patents provide the exclusive rights for the owner of a patent
to make, use, exercise, distribute and sell a patented invention. The patent registration confers on the patentee the exclusive
right to use, manufacture and sell his invention for the term of the patent. An application for a patent can be made by (a)
person claiming to be the true and first inventor of the invention; (b) person being the assignee of the person claiming to
be the true and first invention in respect of the right to make such an application; and (c) legal representative of any deceased
person who immediately before his death was entitled to make such an application. Penalty for the contravention of the
provisions of the Patents Act include imposition of fines or imprisonment or both
OTHER INDIAN LAWS
In addition to the above, the company is also governed by the provisions of the Competition and Insolvency Act and rules
framed thereunder, other relevant central and state tax laws, foreign exchange and investment laws, applicable building
and fire-safety related laws, customs act, contract act and foreign trade laws and other applicable laws and
regulation imposed by the Central Government and State Governments and other authorities for over day to day business,
operations and administration.
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185OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS
BRIEF HISTORY AND CORPORATE PROFILE
Our Company was incorporated as “ARMOUR SECURITY (INDIA) PVT. LTD.” on August 27, 1999, vide certification
of incorporation bearing No. 101313 under the provision of Companies Act, 1956 issued by the Registrar of Companies,
NCT of Delhi and Haryana. Further, our Company was converted into a public limited company, pursuant to a special
resolution passed in the Extraordinary General Meeting of our Shareholders held on February 09, 2024, and the name of
our Company was changed to ‘ARMOUR SECURITY (INDIA). LTD.’, and a fresh certificate of incorporation dated
May 03, 2024 was issued to our Company by the RoC, Central Processing Centre. Our Corporate Identification Number is
U74920DL1999PLC101313.
As on date of this Prospectus, our Company has 15 shareholders.
Our Company is promoted by:
1. Mr. Vinod Gupta
2. Mrs. Arnima Gupta
For information on our Company’s business profile, activities, services, managerial competence, and customers, see
chapters titled, “Our Business”, “Restated Financial Statements”, and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” beginning on pages 162, 217 and 220 respectively.
ADDRESS OF REGISTERED OFFICE, CORPORATE OFFICE & FACTORY
Our Company’s Registered Office is situated at B-87, Second Floor Defence Colony New Delhi – 110024, India.
For Details on other locations of our Company, please see chapters titled, “Our Business” beginning on page 162 .
CHANGES IN OUR REGISTERED OFFICE
The details of changes made to our Registered Office post incorporation of our Company are provided below:
Date Details of Registered Office Reason for Change
At Incorporation i.e. 951 Arjun Nagar, Nehru Road, Opp Defence Colony, New
NA
August 27, 1999 Delhi – 110003
B-87, Second Floor, Defence Colony, New Delhi, South Delhi -
March 19, 2010 Administrative convenience
110024
MAJOR EVENTS AND MILESTONES
The table below sets forth some of the key events in the history of our Company:
Year Event
1999 Incorporation of Company
Awarded the work for providing supervisor and related manpower services for one of the
2011
Telecommunication Service Providers in India
2015 Company bagged the contract for provision of services to an Educational University in Greater Noida
2019 Company bagged the contract for provision of the services to a Judicial Authority in Delhi
Awarded a contract for Security Manpower Service at an Institute of Technology (owned by
2021
Government) in Jalandhar, Punjab
Company bagged the contract for provision of manpower supply services (such as data entry operator
2023
on contract basis) from one of the Taxation Department of the Central Government
2023 Company bagged the contract for provisions of manpower supply from the Delhi State Government
2024 Company bagged a contract for sanitation services from the Ministry of Labour and Employment
186Our Company was converted into a public limited company, pursuant to a special resolution passed in
the Extraordinary General Meeting of our Shareholders held on February 09, 2024, and the name of our
2024
Company was changed to ‘ARMOUR SECURITY (INDIA) LTD.’, and a fresh certificate of
incorporation dated May 03, 2024 was issued to our Company by the RoC, CPC.
2025 Our company bagged a contract from one of the national-level Boards of education in India.
Year Event
1999 Incorporation of Company
Awarded the work for providing supervisor and related manpower services for one of the
2011
Telecommunication Service Providers in India
2015 Company bagged the contract for provision of services to an Educational University in Greater Noida
2019 Company bagged the contract for provision of the services to a Judicial Authority in Delhi
Awarded a contract for Security Manpower Service at an Institute of Technology (owned by Government)
2021
in Jalandhar, Punjab
Company bagged the contract for provision of manpower supply services (such as data entry operator on
2023
contract basis) from one of the Taxation Department of the Central Government
2023 Company bagged the contract for provisions of manpower supply from the Delhi State Government
2024 Company bagged a contract for sanitation services from the Ministry of Labour and Employment
Our Company was converted into a public limited company, pursuant to a special resolution passed in
the Extraordinary General Meeting of our Shareholders held on February 09, 2024, and the name of our
2024
Company was changed to ‘ARMOUR SECURITY (INDIA) LTD.’, and a fresh certificate of
incorporation dated May 03, 2024 was issued to our Company by the RoC, CPC.
2025 Our company bagged a contract from one of the national-level Boards of education in India.
MAIN OBJECTS OF OUR COMPANY
The object clause of the Memorandum of Association of our Company enables us to undertake the activities for which the
funds are being raised in the present Issue.
AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION OF OUR COMPANY
The following changes have been made in the Memorandum of Association of our Company since incorporation:
The main objects of our Company as set forth in the Memorandum of Association of our Company are as follows:
1. To undertake security arrangement at the premises of individuals Private & public sectors for the purpose of protection.
2. To establish a network of security and safety to provide comprehensive protection to commerce and industry and provide
all related service.
3. To establish an effective network of corporation intelligence to check business espionage, corporate fraud and also to
furnish information related to conduct of business.
4. To carry on the business of Security consultant Advisors and Security experts and to provide uniform security staff to all
rank to central government, state government, corporation, undertaking municipalities companies, Business commercial
house, foreign mission, High Commission, Individuals for Protection and Safety.
5. To arrange and deploy security personnel with or without equipment, machinery, electronics, or any combination thereof.
This may be provided physically, remotely, or through integrated and turnkey electronic security and surveillance solutions,
alarm monitoring, and response services. The Company may act as security consultants, investigators, and advisors on
security and personnel matters, and generally engage in the business of a Private Security Agency for personal, retail,
industrial, commercial, government, and other purposes.
6. To carry on the business of manpower services, industrial security consultancy, advisory services, and detective services.
This includes establishing training centers, schools, colleges, and other facilities for the training of security staff, officers,
187and personnel as may be deemed necessary.
7. To assist in recruiting personnel, provide guidance in personnel assessment, and act on behalf of any individual, firm,
company, institution, corporation, or government body within India.
8. To carry on the business of escorting, transferring, and transporting securities, documents, valuables, cash, important
papers, packets, sealed covers, and other valuable materials, providing proof of delivery and security to protect these from
espionage, carelessness, and other risks. The Company may handle delivery of such items from one location to another
with security and certainty, undertaking all allied services required for this purpose.
8. To carry on the business of providing cash vault services, housekeeping and cleaning services, fire safety work, disaster
and recovery management services, pest control, building management, and Bank ATM cleaning, maintenance, and facility
management services.
10. To carry on the business of providing recruitment and placement of all kind of personnel including managers, professionals,
executives, skilled, semi-skilled, un-skilled workers, laborers, Security Staff & other technical personnel in India and
abroad.
Date of Amendment /
Shareholders’ Nature of Amendment
Resolution
January 06, 2021 The Object Clause i.e. Clause III of MOA was amended pursuant to which a new sub clause
i.e. sub clause (5) “To carry on the business of providing recruitment and placement of all
kind of personnel including managers, professionals, executives, skilled, semi-skilled, un-
skilled workers, laborers, Security Staff & other technical personnel in India and abroad”
was inserted in the existing clause III(A) of the Main Objects in MOA of our Company
vide passing a Special Resolution at the Extraordinary General Meeting held on January
06, 2021.
January 06, 2021 The Company vide passing a Special Resolution has adopted new format of the
Memorandum of Association as per the format specified in Table A of schedule I of the
Companies Act, 2013.
October 24, 2023 The Authorized Share Capital of the company increased from ₹ 1,00,000 divided into
10,000 equity shares of ₹ 10/- each to ₹ 18,00,00,000 divided into 1,80,00,000 equity shares
of ₹ 10/ each vide passing of an ordinary Resolution at the Extraordinary General Meeting
held October 24, 2023. Consequently, the Clause V of the MOA was amended to reflect
the increase in the authorized share capital of our Company.
February 09, 2024 Clause I of our Memorandum of Association was amended to reflect the change in the
name of our Company from ‘ARMOUR SECURITY (INDIA) PVT. LTD.’ to ‘ARMOUR
SECURITY (INDIA). LTD.’, pursuant to the special Resolution passed at the Extra-
ordinary General Meeting held on February 09, 2024 for conversion of our Company from
a private limited company to a public limited Company and consequent to which a fresh
Certificate of Incorporation was issued by Registrar of Companies, CPC dated May 03,
2024.
January 12, 2025 The Object Clause i.e. Clause III of MOA was amended pursuant to which six new sub-
clauses were inserted in the existing clause III(A) of the Main Objects in MOA of our
Company vide passing a Special Resolution at the Extraordinary General Meeting held on
January 12, 2025.
DETAILS REGARDING HOLDING / ASSOCIATE COMPANIES AND JOINT VENTURE
As on the date of this Prospectus, Company does not have any joint venture or Associate Company.
CAPACITY / FACILITY CREATION, LOCATION OF PLANTS
For information on our Company’s business profile, Capacity and location of Plant, see chapters titled, “Our Business”
beginning on page 162.
GUARANTEES PROVIDED BY OUR PROMOTER
As on the date of this Prospectus, no guarantee has been issued by Promoter except as disclosed in the
188“Financial Indebtedness” on page 238.
CAPITAL RAISING (DEBT / EQUITY)
For details in relation to our capital raising activities through equity, please refer to the chapter titled “Capital Structure”
beginning on page 88 For details of our Company’s debt facilities, see “Financial Indebtedness” on page 238 .
CHANGES IN THE ACTIVITIES OF OUR COMPANY SINCE INCORPORATION
There have been no changes in the activities of our Company since incorporation which may have had a material effect on
the profits and loss account of our Company, including discontinuance of lines of business, loss of agencies or markets and
similar factors.
CHANGES IN THE MANAGEMENT
For details of change in Management, please see chapter titled “Our Management” on page 191 of this Prospectus.
DEFAULTS OR RESCHEDULING OF BORROWINGS FROM FINANCIAL INSTITUTIONS / BANKS
There have been no defaults or rescheduling / restructuring of borrowings with financial institutions / banks in respect of
borrowings of our Company.
INJUNCTION OR RESTRAINING ORDER
Except as disclosed in the section titled “Outstanding Litigation and Material Developments” beginning on page 244,
there are no injunctions / restraining orders that have been passed against the Company.
LOCK OUTS AND STRIKES
There have been no lock outs or strikes at any of the units of our Company.
TIME AND COST OVER RUNS
Our Company has not implemented any projects and has therefore, not experienced any time or cost overrun in setting up
of projects.
SHAREHOLDERS’ AGREEMENTS
As on date of this Prospectus, there are no subsisting shareholder’s agreements among our shareholders and/or
Shareholders vis-à-vis our Company to which our Company is a party or otherwise has notice of the same.
AGREEMENTS WITH KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT A DIRECTOR OR
PROMOTER OR ANY OTHER EMPLOYEE OF THE COMPANY
Except as mentioned in Chapter titled “Our Management” beginning on page 191 , there are no agreements entered into
by key managerial personnel or senior management or a Director or Promoter or any other employee of the Company,
either by themselves or on behalf of any other person, with any shareholder or any other third party with regard to
compensation or profit sharing in connection with dealings in the securities of the Company.
MATERIAL AGREEMENTS
Our Company has not entered into any other subsisting material agreement, including with strategic partners, joint venture
partners or financial partners, other than in the ordinary course of business.
STRATEGIC PARTNERS
As of the date of this Prospectus, our Company does not have any Strategic Partners.
FINANCIAL PARTNERS
189As on the date of this Prospectus, apart from the various arrangements with bankers and financial institutions which our
Company undertakes in the ordinary course of business, our Company does not have any other financial partners.
CORPORATE PROFILE IN OUR COMPANY
For details on the description of our Company’s activities, the growth of our Company, please see “Basis of Issue Price”,
“Our Business”, and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on
pages 124, 162 and 220 of this Prospectus.
OTHER CONFIRMATION
There are no material existing or anticipated transactions with the Promoter, Directors, Key Managerial Personnel of the
Company, and Group Entities, in relation to the utilization of the proceeds of the Issue. No part of the issue proceeds will
be paid by us as consideration to the Promoter, Directors or Key Managerial Personnel of the Company or Group Entities,
except in the normal course of business and in compliance with the applicable laws.
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190OUR MANAGEMENT
As per requirement of the Companies Act,20l3 of Public Company, the number of directors shall not be less than 3 (three)
and not be more than 15 (Fifteen), subject to the applicable provisions.
As of the date of this Prospectus, our Company has 5 (Five) Directors on the Board, 1 (One) as Managing Director, 3
(Three) as Non-Executive Independent Director and 1 (One) as Whole Time Directors.
Set forth below are details regarding the Board of Directors as on the date of this Prospectus:
Name, Father’s / Husband’s Name,
Date of Appointment / Other Directorships / Designated
Age, Designation, Address, Occupation,
Reappointment Partners
Nationality, DIN and Term
Mrs. Arnima Gupta Appointed as Managing Director Companies:
w.e.f. February 18, 2025. 1. Viarn Infrastructure Private
DOB: January 11, 1984 Limited
Appointment as Director of the 2. Bindrite Welding Private Limited
Age: 42 Years Company w.e.f. July 01, 2008.
Limited Liability Partnership
Qualification: Bachelor of Arts in the Year
2004 from Chaudhary Charan Singh Nil
University, Meerut
Designation: Managing Director
Address: B-105, Second Floor, Defence
Colony, South Delhi, Lajpat Nagar, Delhi –
110024, India
Occupation: Business
Nationality: Indian
DIN: 02212966
Term: Three Years, She has been the
director of the Company since July 01,
2008
.
Mr. Brij Bhushan Gupta Appointed as Whole Time Director Companies
w.e.f. February 18, 2025.
DOB: October 07, 1963 Nil
Age: 62 Years Limited Liability Partnership
Qualification: Master of Business Nil
Administration in the Year 2011 from
Madurai Kamraj University, Madurai
Designation: Whole Time Director
Address: Near Sanjay Park, G-27/1A,
Shakar Pur Baramad, East Delhi - 110092
Occupation: Employment
191Name, Father’s / Husband’s Name, AgDe,a te of Appointment / ReappointmentO ther Directorships / Designated
Designation, Address, Occupation, Partners
Nationality, DIN and Term
Nationality: Indian
DIN: 10954912
Term: Appointed as Whole Time Director of
the Company w.e.f. February 18, 2025.
Mr. Krishna Kumar Singh Appointed as Independent Companies
Director w.e.f. January 12, 2024,
DOB: January 04, 1973 was regularized as Independent 1. Tridib Industries Limited
Director on April 23, 2024 2. CRD Agro Foods Limited
Age: 53 Years 3. Prakhar Software Solutions
Limited
Qualification: Bachelor’s in law from Delhi 4. Goodrich Cereals Limited
University
Limited Liability Partnership
Designation: Non- Executive Independent
Director Nil
Address: Flat No 130 Pocket - 2 Dda Sfs Flat
Sec 11 Dwarka Sector - 6, Dwarka, South -
West Delhi, Delhi - 110075 India
Occupation: Professional
Nationality: Indian
DIN: 02854747
Term: 5 years, with effect from January 12,
2024 to January 11, 2029
Mr. Shrikant Shriram Modak Appointed as Independent Director Companies
of the Company w.e.f. April 23,
DOB: December 01, 1948 2024 for a term of five consecutive 1. Tridib Industries Limited
years. 2. Prakhar Software Solutions
Age: 77 years Limited
3. Goodrich Cereals Limited
Qualification: Master of Science from
University of London
Limited Liability Partnerships
Designation: Non-Executive Independent
Director Nil
Address: B - 303 Avni Apartments Mihar
Complex, Charkop Villlage, Mumbai,
Maharashtra – 400067 India
Occupation: Professional
Nationality: Indian
DIN: 10353569
192Term: Appointed as Independent Director of
the w.e.f. January 12, 2024 up to January 11,
2029.
Mr. Nilendra Kumar Appointed as Independent Director Companies
of the Company w.e.f. August 17,
DOB: October 24, 1960 2024 for a term of five consecutive Nil
years.
Limited Liability Partnerships
Age: 65 Years
Nil
Qualification: Master of Science from
Madras University, Post Graduate Studies
from Defense Service Staff College
Designation: Non- Executive Independent
Director
Address: 4E – 604, AWHO Gurjinder Vihar,
Sector – Chi-1, Greater Noida, Gautam Budh
Nagar, Uttar Pradesh – 201310 India
Occupation: Professional
Nationality: Indian
DIN: 08887031
Term: 5 years, with effect from August 17,
2024 to August 16, 2029
Note: Mr. Krishna Kumar Singh, one of the Directors of our Company, had been disqualified under Section 164(2)(a) of the Companies Act, 2013 for a
limited period owing to defaults in filings by another company in which he was a director. His name, however, continued to appear as a director in our
Company’s records during such period. The disqualification has since ceased, and corrective steps, including requisite intimations and filings with the
Registrar of Companies, have been undertaken. Our Company has made the requisite disclosures in this Prospectus to ensure full compliance with the
applicable provisions of the Companies Act, 2013 and SEBI (ICDR) Regulations, 2018. For further details in relation to the implications of such
disqualification, please refer to the section ‘Risk Factors’ of this Prospectus.
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193BRIEF PROFILE OF OUR DIRECTORS
Mrs. Arnima Gupta, aged 42 years, is one of the promoter of our Company. She has been part of Board since July 01,
2008 and has been appointed as Managing Director of our company w.e.f. February 18, 2025. She has completed her
Bachelor of Arts in 2004 from Chaudhary Charan Singh University, Meerut. She carries with her an experience of more
than 15 years in the Manpower Industiy. In our company she is responsible for the overall management of the Company
which includes but not limited to setting new strategies for our company, business development, financial decision,
identification and mitigation of risk etc.
Mr. Brij Bhushan Gupta, aged 62 years was appointed as Whole Time Director of the Company on February 18, 2025, He
has completed his Master of Business Administration in the Year 2011 from Madurai Kamraj University, Madurai. He has
joined our Company as Public Relations officer w.e.f. February 27, 2024 and later w.e.f. February 18, 2025 he was
appointed as a Whole Time Director of our Company. Prior to Joining our Company Mr. Brij Bhushan Gupta was associated
with Delhi Building and Other Construction Workers Welfare Board as operations Manager for over seven years. In our
company he is responsible for looking after the legal and regulatory requirements of the company.
Mr. Krishna Kumar Singh, aged 53 years, is a Non-Executive Independent Director of our Company since January 12,
2024. He holds a bachelor's degree in law from Delhi University. He has experience of about two decades in representing
clients in various legal matters before courts, tribunals, arbitrators. His area of practice includes Environment laws,
Consumer Protection laws and various other civil matters.
Mr. Shrikant Shriram Modak, aged 77 years, is a Non-Executive Independent Director of our company since January 12,
2024. Mr. Modak has been a senior journalist with more than 30 years of experience in senior editorial positions in the
country's renowned business & financial newspapers. His early career was in academics, where he was associated with
Institute of Rural Management, ANAND. He was also associated with Pfizer Limited as a Professional Service
Representative in the Commercial Department. Mr. Modak has co-authored two books one in the field of Renewable
Energy and another in the field of Decentralized Energy Planning.
Mr. Nilendra Kumar, aged 65 years, is a Non-Executive Independent Director of our company since August 17, 2024. Mr.
Nilendra Kumar has had a distinguished 36-year career in the Indian Army, during his tenure in the army from joining in the
year 1982 till his retirement in 2018 he has been appointed on various significant positions i.e. Colonel- 11 Guards, Deputy
Director General in the rank of Brigadier, General Officer Commending- 111 Sub Area, Additional Director General —
NCC etc. For his contribution and achievements, he has been bestowed with various awards including but not limited to
Sainya Seva Medal for service in I&K, Special Service Medal, Operation Vijay Medal etc. After his retirement from Indian
Army, Mr. Nilendra was associated with UP Purva Sainik Kalyan Nigam Limited (a Uttar Pradesh Government
Undertaking which is a ex-servicemen corporation engaged in creating job opportunities for a vast number of ex-servicemen
including their wards and widows) as a Managing Director for a period of three years from September 11, 2020 to September
10, 2023.
Mr. Nilendra Kumar's experience in military training and support will undoubtedly enhance our organization's ability to
deliver quality services more efficiently. His leadership roles, such as Managing Director of UP Purva Sainik Kalyan Nigam
Limited and various senior designations in army have equipped him with the skills to manage large teams and complex
operations. His deep understanding of administrative functions and welfare initiatives will be invaluable in streamlining our
processes and improving overall effectiveness.
CONFIRMATIONS
a) None of the Directors and Key Managerial Personnel (KMP) of our Company are related to each other as per Section 2(77) of
the Companies Act, 2013.
b) There are no arrangements or understanding with major shareholders, customers, suppliers or others, pursuant to which
any of the Directors or Key Managerial Personnel were selected as a director or Member of Senior Management.
c) There are no service contracts entered by the Directors with our Company providing for benefits upon termination of
employment and distinct negative statement in the absence of any such contract.
d) As on the date of this Prospectus, none of our directors are on the RBI List of wilful defaulters or Fraudulent Borrowers.
e) As on the date of this Prospectus, none of our Directors are Fugitive Economic Offender under Section 12 of the Fugitive
Economic Offenders Act, 2018.
194As on the date of this Prospectus, none of our director is or was a director of any listed Company during the last 5 (five)
years preceding the date of this Prospectus, whose shares have been or were suspended from being traded on the Stock
Exchange(s), during the term of their directorship in such Company.
8) As on the date of this Prospectus, none of our director is or was a director of any listed Company which has been or was
delisted from any stock exchange during the term of their directorship in such Company.
h) As on the date of this Prospectus, none of the Promoter, Persons forming part of our Promoter Group, Directors or persons
in control of our Company, has been or is involved as a promoter, director or person in control of any other Company, which
is debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory authority.
i) No proceedings / investigations have been initiated by SEBI against any Company, the Board of Directors of which also
comprises any of the Directors of our Company.
REMUNERATION/COMPENSATION TO OUR DIRECTORS
The compensation payable to our Directors will be governed as per the terms of their appointment and shall be subject to
the provisions of Section 2(54), Section 2(94), Section 188, Section 196, Section 197, Section 198 and Section 203 and
any other applicable provisions, if any of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013 and
the rules made there under (including any statutory modification(s) or re-enactment thereof or any of the provisions of the
Companies Act, 2013, for the time being in force). Set forth below is the remuneration payable by our Company to our
Directors for upcoming financial years:
Remuneration paid for Financial Year 2024-25 the directors have been paid gross remuneration as follows:
(₹ in Lakhs)
Sr. No. Name of Director Remuneration paid
1. Mrs. Arnima Gupta 4.88
2. Mr. Brij Bhushan Gupta 0.60
Total 5.48
* Mr. Vinod Gupta has resigned from the position of Managing Director w.e.f. February 18, 2025.
TERMS AND CONDITIONS OF EMPLOYMENT OF OUR DIRECTORS
Mrs. Arnima Gupta – Managing Director
Mrs. Arnima Gupta, is the Promoter & Managing Director, of the Company., For further information on brief profile of
Director, please refer the section “Brief Profile of our Directors” see “Our Management” chapter on page 191.
The significant terms of his employment are as below:
Remuneration Up to ₹ 42 Lakhs per annum
Bonus and Profit-sharing Ratio As per the rules of the company
Term Appointed as Managing Director w.e.f. February 18, 2025.
Remuneration in the event of loss or In the event of inadequacy or absence of profits in any financial years during her
inadequacy of profits tenure, the Director will be paid remuneration as mentioned in Schedule V as may
be approved by the Shareholders of the Company.
Mr. Brij Bhushan Gupta–Whole Time Director
Mr. Brij Bhushan Gupta is the Promoter, Executive Director of the Company. For further information on brief profile of
Director, please refer the section “Brief Profile of our Directors” see “Our Management” chapter on Page 191 .
The significant terms of his employment are as below:
Remuneration Up to ₹ 40K per month
Bonus and Profit-sharing Ratio As per the rules of the company
Term Appointed as Executive Director w.e.f. February 18, 2025.
195Remuneration in the event of loss or In the event of inadequacy or absence of profits in any financial years during his
inadequacy of profits tenure, the Director will be paid remuneration as mentioned in Schedule V as may
be approved by the Shareholders of the Company.
SITTING FEES
The Directors (including Independent Directors) of our Company are not entitled to any sitting fee for attending the meeting
of the Board of Directors or Committees thereof.
PAYMENTS OF BENEFITS
Except to the extent of remuneration payable to the Managing Director & Executive Director for services rendered to our
Company and to the extent of fees payable to the Non-Executive Director for the professional services provided by him/her
and to the extent of other reimbursement of expenses payable to them as per their terms of appointment, our Company has
not paid in the last 2 (two) years preceding the date of this Prospectus, and does not intend to pay, any amount or benefits
to our directors.
PAYMENT OR BENEFIT TO OFFICERS OF OUR COMPANY
Except as stated otherwise in this Prospectus and any statutory payments made by our Company, no non-salary amount or
benefit has been paid, since the incorporation, or given or is intended to be paid or given to any of our Company’s officers
except remuneration of services rendered as Directors, officers or employees of our Company.
Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our
Company is entitled to any benefit upon termination of such officer’s employment in our Company or superannuation.
Contributions are made regularly by our Company towards provident fund, gratuity fund and employee state insurance.
REMUNERATION PAID TO OUR DIRECTORS BY OUR SUBSIDIARY
As on date of this Prospectus, our Company does not have any subsidiary.
BONUS OR PROFIT-SHARING PLAN FOR OUR DIRECTORS
None of our Directors are a party to any bonus or profit-sharing plan.
SHAREHOLDING OF DIRECTORS IN OUR COMPANY
Our Articles of Association do not require our directors to hold qualification shares.
As on date of this Prospectus, our directors hold the following number of Equity Shares of our Company:
Name of Directors No. of Equity Shares Held (Pre- % of pre-Issue capital
Issue)
1 Mrs. Arnima Gupta 59,15,000 48.40
2 Mr. Brij Bhushan Gupta Nil Nil
3 Mr. Krishna Kumar Singh Nil Nil
4 Mr. Shrikant Shriram Modak Nil Nil
5 Mr. Nilendra Kumar Nil Nil
Total 59,15,000 48.40
SHAREHOLDING OF DIRECTORS IN OUR SUBSIDIARY / GROUP ENTITY
As on date of this Prospectus, our Company has one Group Company i.e. Viran Infrastructure Private Limited.
Shareholding of directors in our subsidiary is as mentioned below.
Sr. No. Name of Shareholder No. of Shares held % of Equity Shares
1. Mrs. Arnima Gupta 5000 50.00
Total 10,000 100.00
196INTEREST OF OUR DIRECTORS
All our Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses, if any,
payable to them by our Company as well as sitting fees, if any, payable to them for attending meetings of our Board of
Directors. For further details, see “Our Management” starting from 185.
Further our directors may be deemed to be interested to the extent of shareholding held by them, their relatives, their
companies, firms and trusts, in which they are interested as directors, members, partners, trustees, beneficiaries and
promoter and in any dividend distribution which may be made by our Company in the future.
Further, relatives of certain of our Director’s are also shareholders and / or employees of our Company and may be deemed
to be interested to the extent of the payment of remuneration made by our Company and dividends declared on the Equity
Shares held by them, if any. For the payments that are made by our Company to such relatives of the Directors, see
“Restated Financial Statements on page no 217 of this Prospectus.
No sum has been paid or agreed to be paid to our directors or to firms or companies in which they are members, in cash or
shares or otherwise by any person either to induce them to become, or to qualify them as directors, or otherwise for services
rendered by them by such firms or company, in connection with the promotion or formation of our Company.
Except as stated “Restated Financial Information – on page no 217 of this Prospectus.
Interest in promotion of our Company
Except Mrs. Arnima Gupta, none of our directors have any interest in the formation of our Company as of the date of this
Prospectus.
Interest in the property of our Company
Except as stated in the chapter titled “Related Party Transaction” beginning on page 219 of Prospectus, our Directors
have not entered into any contract, agreement or arrangements within a period of 2 (two) years preceding the date of this
Prospectus in which the Directors are interested directly or indirectly and no payments have been made to them in respect
of these contracts, agreements or arrangements or are proposed to be made to them. Further our directors do not have any
interest in any immovable property to be acquired by the Company except otherwise disclosed in the heading titled “Our
Properties” under the chapter titled “Our Business” beginning on page 162.
Interest as Creditor of our Company
As on the date of this Prospectus, except as stated in the chapter titled “Statement of Financial Indebtedness” and heading
titled Related Party Transactions under chapter titled “Financial Statements as Restated”, beginning on page 238 and 27,
our Company has not availed loans from Directors of our Company.
Interest in the business of Our Company
Further, save and except as stated otherwise in “Related Parties’ Transactions” in the chapter titled “Restated Financial
Statements” beginning on page 217, except Mrs. Arnima Gupta who is spouse of Mr. Vinod Gupta, is interested in Armour
Security India, a proprietary concern of Mr. Vinod Gupta, our other directors do not have any other interests in our Company
as on the date of this Prospectus. Our directors are not interested in the appointment of Underwriters, Registrar and Bankers
to the Issue, or any such intermediaries registered with SEBI.
Interest in transactions involving acquisition of land
Our directors are not currently interested in any transaction with our Company involving acquisition of land. Except as
stated / referred to under the heading titled ‘Our Properties’ under chapter titled “Our Business” beginning on page 162,
our directors have not entered into any contract, agreement or arrangements in relation to acquisition of property, since
incorporation in which the Directors are interested directly or indirectly and no payments have been made to them in respect
of these contracts, agreements or arrangements or are proposed to be made to them.
Interest as Member of a Company or Firm
Except as stated in this chapter the section titled “Related Party Transactions” and “Our Business” beginning on
page 219 and 162 respectively, our Directors do not have any other interest in our business.
197Other Interests
Except as stated above, none of the beneficiaries of loans, advances and sundry debtors are related to the Directors of our
Company.
No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our directors or to the firms or
companies in which they are interested as a member by any person either to induce him to become, or to help him qualify
as a Director, or otherwise for services rendered by him or by the firm or Company in which he is interested, in connection
with the promotion or formation of our Company.
Further, our directors may be directors on the board, or are members, or are partners, or are trustees of certain Group
Entities and may be deemed to be interested to the extent of the payments made by our Company, if any, to such Group
Entities. For the payments that are made by our Company to certain Group Entities, please refer chapters titled “Restated
Financial Statements” and “Related Party Transactions” beginning on page 217 and 219.
CHANGES IN OUR BOARD DURING THE LAST THREE YEARS
Except as disclosed below, there have been no changes in our Board during the last 3 (three) years.
Name of Director Date of Event Nature of Event Reason
Change in designation from Executive
Director to Non-Executive Director at the
Arnima Gupta January 12, 2024 Change in Designation
EGM held on November 27, 2023 w.e.f.
January 12, 2024
Appointment as Additional Non-Executive
Krishna Kumar Singh January 12, 2024 Appointment Independent Director at the Board Meeting
held on January 12, 2024.
Appointment as Additional Non-Executive
Shrikant Shriram Modak January 12, 2024 Appointment Independent Director at the Board Meeting
held on January 12, 2024.
Regularization as Non-Executive
Krishna Kumar Singh April 23, 2024 Change in Designation Independent Director at the EGM held on
April 23, 2024.
Regularization as Non-Executive
Shrikant Shriram Modak April 23, 2024 Change in Designation Independent Director at the EGM held on
April 23, 2024.
Mr. Vinod Gupta (who was executive
director since incorporation) was appointed
as Managing Director at the Board Meeting
Vinod Gupta May 06, 2024 Change in Designation
held on May 06, 2024 and the appointment
was subsequently ratified at the AGM held
on September 30, 2024.
Appointment as Non-Executive
Nilendra Kumar August 17, 2024 Appointment Independent Director at the EGM held on
August 17, 2024.
Resigned as the Managing Director of the
February 18,
Vinod Gupta Resignation Company due to personal and unavoidable
2025
reasons w.e.f. February 18, 2025
Mrs. Arnima Gupta was appointed as the
February 18, Managing Director of the Company at the
Arnima Gupta Change in Designation
2025 Extra Ordinary General Meeting held on
February 18, 2025.
Appointed as a Whole Time Director of the
February 18,
Brij Bhushan Gupta Appointment Company at the Extra Ordinary General
2025
Meeting held on February 18, 2025.
198ORGANISATION STRUCTURE
BORROWING POWERS OF OUR BOARD
Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the payment
of any sum of money for the purposes of our Company. Pursuant to a resolution passed by our shareholders at their Extra
Ordinary General Meeting held on September 30, 2024, our shareholders have authorized our Board to borrow any sum of
money from time to time notwithstanding that the sum or sums so borrowed together with the monies, if any, already
borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of
business) exceed the paid-up capital and free reserves of the Company provided such amount does not exceed 1000 Crores
over and above the aggregate of the paid-up share capital and free reserves which may have not been set apart for any
purpose.
APPOINTMENT OF RELATIVES OF DIRECTORS TO ANY OFFICE OR PLACE OF PROFIT
Except as disclosed in this Prospectus, none of the relatives of our directors currently hold any office or place of profit in
our Company.
POLICIES ADOPTED BY OUR COMPANY
Our Company has adopted the following policies:
1. Annual Performance Evaluation
2. Code of Conduct
3. Identification of Material Group Companies
4. Insider Trading Policy
5. Policy on Criteria for Determining Materiality
6. Policy on Material Related Party Transactions (RPTs)
7. Preservation of Documents Policy
8. Risk Management Policy
9. Whistle Blower Policy
CORPORATE GOVERNANCE
In addition to the applicable provisions of the Companies Act, 2013 with respect to Corporate Governance, provisions of
the SEBI (LODR) Regulation, 2015 will also be complied with the extent applicable to our Company immediately upon
the listing of the Equity Shares on the Stock Exchange.
Our Company stands committed to good Corporate Governance practices ased on the principles such as accountability,
transparency in dealings with our stakeholders, emphasis on communication and transparent reporting. We have complied
with the requirements of the applicable regulations, in respect of corporate governance including constitution of the Board
199and Committees thereof.
The Corporate Governance framework is based on an effective Independent Board, the Board’s Supervisory role from the
executive management team and constitution of the Board Committees, as required under law.
The Board functions either as a full board or through the various committees constituted to oversee specific operational
areas.
As on the date of this Prospectus, there are 5 (Five) Directors on our Board out of which one third are Independent Directors.
Our Company is in compliance with the corporate governance norms prescribed under the Companies Act, 2013,
particularly, in relation to appointment of Independent Directors to our Board and constitution of Board level committees.
Our Company undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI (LODR)
Regulation, 2015 and the Companies Act, 2013.
COMMITTEES OF OUR BOARD
The following committees have been constituted in terms of SEBI (LODR) Regulations, 2015 and the Companies Act,
2013:
a) Audit Committee
b) Stakeholders’ Relationship Committee
c) Nomination and Remuneration Committee
Audit Committee
Our Company has constituted an Audit Committee (“Audit Committee”), as per Section 177 of the Companies Act, 2013
and Regulation 18 of the SEBI (LODR) Regulation, 2015; vide resolution passed at the meeting of the Board of Directors
held on June 10, 2024.
The terms of reference of Audit Committee adheres to the requirements of Regulation 18 of the SEBI (LODR) Regulation,
2015, proposed to be entered with the Stock Exchange in due course.
The committee presently comprises the following 3 (Three) directors:
Sr.
Name of Director Status in Committee Nature of Directorship
No.
1 Mr. Krishna Kumar Singh Chairman and Member Non-Executive Independent Director
2 Ms. Shrikant Shriram Modak Member Non-Executive Independent Director
3 Mr. Nilendra Kumar Member Non-Executive Independent Director
The Company Secretary & Compliance Officer of our Company shall act as the Secretary to the Audit Committee.
Set forth below are the scope, functions and the terms of reference of our Audit Committee, in accordance with Section
177 of the Companies Act, 2013 and Regulation 18(3) of the SEBI (LODR) Regulation, 2015.
Meetings of Audit Committee and Quorum
As required under Regulation 18 of the SEBI (LODR) Regulation, 2015, the Audit Committee shall meet at least 4 (four)
times in a year, and not more than 120 (one hundred twenty) days shall elapse between two meetings. The quorum shall be
two members present, or one-third of the members, whichever is greater, provided that there should be a minimum of two
independent members present.
Powers of Audit Committee
The Audit Committee shall have powers, including the following:
a) To investigate any activity within its terms of reference;
b) To seek information from any employee;
c) To obtain outside legal or other professional advice; and
d) To secure attendance of outsiders with relevant expertise, if it considers necessary.
Role of Audit Committee
200The role of the Audit Committee shall include the following:
a) Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;
b) Recommending to the Board the appointment, re-appointment and replacement, remuneration and terms of
appointment of statutory auditor of the Company;
c) Reviewing and monitoring the statutory auditor’s independence and performance, and effectiveness of audit process;
d) Approving payments to statutory auditors for any other services rendered by the statutory auditors of the Company;
e) Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the
Board for approval, with particular reference to:
i. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of
clause I of sub-Section 3 of Section 134 of the Companies Act, 2013, as amended;
ii. Changes, if any, in accounting policies and practices and reasons for the same;
iii. Major accounting entries involving estimates based on the exercise of judgment by the management;
iv. Significant adjustments made in the financial statements arising out of audit findings;
v. Compliance with SEBI Listing Regulations and other legal requirements relating to financial statements;
vi. Disclosure of any related party transactions; and
vii. Qualifications / modified opinion(s) in the draft audit report.
f) Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the board
for approval;
g) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the Issue document /
prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or
rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
h) Approval or any subsequent modification of transactions of our Company with related parties and omnibus approval for
related party transactions proposed to be entered by our Company subject to such conditions as may be prescribed;
i) Formulating a policy on related party transactions, which shall include materiality of related party transactions;
j) Scrutinizing of inter-corporate loans and investments;
k) Valuing of undertakings or assets of the Company, wherever it is necessary;
l) Evaluating of internal financial controls and risk management systems;
m) Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;
n) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
o) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
p) Discussing with internal auditors of any significant findings and follow up there on;
q) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
r) Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as post- audit
discussion to ascertain any area of concern;
s) Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case
of non-payment of declared dividends) and creditors;
t) Reviewing the functioning of the whistle blower mechanism;
201u) Approving the appointment of the Chief Financial Officer (i.e., the whole-time Finance Director or any other person heading
the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the
candidate; and
v) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and any other terms of
reference as may be decided by the Board and / or specified / provided under the Companies Act, 2013 or SEBI Listing
Regulations or by any other regulatory authority.
w) Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding
rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances /
investments existing as on the date of coming into force of this provision
x) Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc.,
on the listed entity and its shareholders
Further, the Audit Committee shall mandatorily review the following information:
a) management discussion and analysis of financial condition and results of operations.
b) management letters / letters of internal control weaknesses issued by the statutory auditors.
c) internal audit reports relating to internal control weaknesses; and
d) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit
committee.
e) statement of deviations: (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1); (b) annual statement of funds utilized for purposes other than
those stated in the Issue document / prospectus / notice in terms of Regulation 32(7).
Stakeholders’ Relationship Committee
Our Company has constituted a shareholder / investors grievance committee “Stakeholders’ Relationship Committee” to
redress complaints of the shareholders. The Stakeholders’ Relationship Committee was constituted vide resolution passed at
the meeting of the Board of Directors held on June 10, 2024.
The Stakeholders’ Relationship Committee comprises:
Sr. No. Name of Director Status in Committee Nature of Directorship
1 Mr. Nilendra Kumar Chairman & Member Non-Executive Independent Directors
2 Mr. Shrikant Shriram Modak Member Non-Executive Independent Director
3 Mr. Krishna Kumar Singh Member Non-Executive Independent Director
The Company Secretary & Compliance Officer of our Company shall act as the Secretary to the Stakeholders’ Relationship
Committee.
The Stakeholders Relationship Committee shall oversee all matters pertaining to investors of our Company. The scope and
function of the Stakeholders’ Relationship Committee and its terms of reference shall include the following:
Tenure
The Stakeholder’s Relationship Committee shall continue to be in function as a committee of the Board until otherwise
resolved by the Board, to carry out the functions of the Stakeholder’s Relationship Committee as approved by the Board.
Meetings
The Stakeholder’s Relationship Committee shall meet at least 1 (one) time in a year. The Chairperson of the Stakeholders
Relationship Committee shall be present at the annual general meetings to answer queries of the security holders.
Role of the Stakeholders’ Relationship Committee
The role of the Stakeholders’ Relationship Committee shall include the following:
a) Efficient transfer of shares including review of cases for refusal of transfer / transmission of shares and debentures;
202b) Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of
Equity Shares and issue of duplicate / split / consolidated share certificates;
c) Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and
other securities issued by our Company, including review of cases for refusal of transfer / transmission of shares and
debentures;
d) Allotment and listing of shares in future;
e) Review of cases for refusal of transfer / transmission of shares and debentures;
f) Reference to statutory and regulatory authorities regarding investor grievances;
g) Ensure proper and timely attendance and redressal of investor queries and grievances; and
h) To do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers.
Nomination and Remuneration Committee
Our Company has constituted a Nomination and Remuneration Committee in accordance Section 178 of Companies Act,
2013. The constitution of the Nomination and Remuneration Committee was approved by a Meeting of the Board of
Directors held on June 10, 2024.
The Nomination and Remuneration Committee comprises the following Directors:
Sr. No. Name of Director Status in Committee Nature of Directorship
1 Mr. Nilendra Kumar Chairman & Member Non-Executive Independent Director
2 Mr. Shrikant Shriram Modak Member Non-Executive Independent Director
3 Mr. Krishna Kumar Singh Member Non-Executive Independent Director
The Company Secretary & Compliance Officer of our Company shall act as the Secretary of the Nomination and
Remuneration Committee.
The scope and function of the Committee and its terms of reference shall include the following:
Tenure
The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until otherwise
resolved by the Board.
Meetings
The committee shall meet as and when the need arises for review of Managerial Remuneration. The quorum for a meeting of
the nomination and remuneration committee shall be either two members or one third of the members of the committee,
whichever is greater, including atleast one independent director in attendance.
Role of the Nomination and Remuneration Committee not limited to but includes:
a) Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend
to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
b) Formulating of criteria for evaluation of performance of independent Directors and the Board;
c) Devising a policy on Board diversity;
d) Identifying persons who are qualified to become directors of our Company and who may be appointed in senior
management in accordance with the criteria laid down and recommend to the Board their appointment and removal. Our
Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report of our Company;
e) Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report
203of performance evaluation of independent directors;
f) Analyzing, monitoring and reviewing various human resource and compensation matters;
g) Determining our Company’s policy on specific remuneration packages for executive directors including pension rights and
any compensation payment, and determining remuneration packages of such directors;
h) Determining compensation levels payable to the senior management personnel and other staff (as deemed necessary),
usually consisting of a fixed and variable component;
i) Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in
accordance with applicable laws;
j) Performing such functions as are required to be performed by the compensation committee under the SEBI (Share Based
Employee Benefits) Regulations, 2014;
k) Framing suitable policies, procedures and systems to ensure that there is no violation, by and employee id any applicable
laws in India or Overseas, including:
i. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and
ii. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities
Market) Regulations, 2003, by the trust, our Company and its employees, as applicable.”
l) Performing such other activities as may be delegated by the Board of Directors and / or specified / provided under the
Companies Act, 2013 or SEBI Listing Regulations or by any other regulatory authority.
POLICY ON DISCLOSURES AND INTERNAL PROCEDURE FOR PREVENTION OF INSIDER TRADING
The provisions of Regulation 9(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“SEBI PIT Regulations”)
will be applicable to our Company immediately upon the listing of its Equity Shares on the Emerge Platform of National Stock
Exchange of India Limited (“NSE or NSE Emerge”). We shall comply with the requirements of the SEBI (PIT) Regulations
on listing of Equity Shares on stock exchanges. Further, Board of Directors have formulated and adopted the code of conduct
to regulate, monitor and report trading by its employees and other connected persons.
The Company Secretary & Compliance Officer will be responsible for setting forth policies, procedures, monitoring and
adherence to the rules for the preservation of price sensitive information and the implementation of the Code of Conduct
under the overall supervision of the board.
OUR KEY MANAGERIAL PERSONNEL
Our Company is managed by our Board of Directors, assisted by qualified and experienced professionals, who are
permanent employees of our Company. Given below are the details of the Key Managerial Personnel of our Company as
prescribed under the Companies Act, 2013:
Sr. No Name of the KMPs Designation
1. Ms. Shakshi Mishra Company Secretary & Compliance Officer
2. Mr. Subodh Jindal Chief Financial Officer
3. Mrs. Arnima Gupta Managing Director
4. Mr. Brij Bhushan Kumar Whole Time Director
BRIEF PROFILE OF KEY MANAGERIAL PERSONNEL
Mrs. Arnima Gupta- Managing Director
Mrs. Arnima Gupta, is the Managing Director of the Company. For details, see “Brief Profile of our Director”, see “Our
Management” chapter beginning on page 191.
Term of Office with expiration Appointed as Managing Director with effect from February 18, 2025.
Date
Details of service contract Not Applicable
204Function and areas of experience Responsible for the overall management of the Company which includes but not
limited to setting new strategies for our company, business development, financial
decision, identification and mitigation of risk etc..
Mr. Brij Bhushan Kumar- Whole Time Director
Mr. Brij Bhushan Kumar, is the Whole Time Director of the Company. For details, see “Brief Profile of our Director”,
see “Our Management” chapter beginning on page 191.
Term of Office with expiration Appointed as Whole Time Director with effect from February 18, 2025.
Date
Details of service contract Not Applicable
Function and areas of experience Responsible senior accountant with our Company since May, 2018, he has a work
experience of six years in the field of Accounting, Finance and Taxation in our
Company.
Mr. Subodh Jindal – Chief Financial Officer
Mr. Subodh Jindal is the Chief Financial Officer of the Company. For details, see “Brief Profile of our Director”, see
“Our Management” chapter beginning on page 191.
Term of Office with expiration Appointed as & Chief Financial Officer with effect from April 05, 2024
Date
Details of service contract Not Applicable
Function and areas of experience Responsible senior accountant with our Company since May, 2018, he has a work
experience of six years in the field of Accounting, Finance and Taxation in our
Company.
Ms. Shakshi Mishra– Company Secretary and Compliance officer
Ms. Shakshi Mishra has an experience of six years in the secretarial and legal domain. Before joining our Company, she
was associated as assistant company secretary for three years in Camac Commercial Company Limited and was associated
as Senior Executive - Legal for three years with KEI Industries Limited. Her knowledge and expertise in corporate
governance and compliance make her an invaluable asset to our Company, and we look forward to her continued
contributions as she is currently responsible for the overall Corporate Governance and Secretarial Compliance of our
Company.
Term of Office with expiration Appointed as Company Secretary & Compliance Officer with effect from
Date November 01, 2024.
Details of service contract Not Applicable
Function and areas of experience Responsible for complying with various provisions, Regulations and acts
applicable to the company
STATUS OF KEY MANAGERIAL PERSONNEL
All our Key Managerial Personnel are permanent employees of our Company.
RELATIONSHIP BETWEEN KEY MANAGERIAL PERSONNEL
None of our above mentioned key managerial personnel are related to each other. There are no arrangements or
understanding with major shareholders, customers, suppliers or others, pursuant to which any of the Key Managerial
Personnel were selected as members of our senior management.
RELATIONSHIP OF DIRECTORS / PROMOTERS WITH KEY MANAGERIAL PERSONNEL (KMPs)
None of our key managerial personnel or senior management are related to our Promoters or Directors. Further, there are
no arrangements or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the
Key Managerial Personnel were selected as members of our senior management.
SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL
205As on date of this Prospectus, except as stated below, our Key Managerial Personnel do not hold any number of Equity
Shares of our Company
No. of Equity Percentage of Percentage of
Sr. No. Name of the KMP Designation Shares of face Pre-Issue Post-Issue
value ₹ 10/- each Capital (%) Capital (%)
1 Arnima Gupta Managing Director 59,15,000 48.40 35.06
2 Brij Bhushan Gupta Whole Time NIL NA NA
Director
3 Subodh Jindal Chief Financial NIL NA NA
Officer
4 Shakshi Mishra Company Secretary NIL NA NA
and Compliance
Officer
Total 59,15,000 48.40% 35.06
REMUNERATION / COMPENSATION TO OUR KMPs
Set forth below is the remuneration paid by our Company to our KMPs for the financial year ended March 31, 2025:
(₹ in Lakh)
Sr. Name of KMPs Designation Remuneration paid
No.
1. Mrs. Arnima Gupta Managing Director* 4.88
2. Brij Bhushan Gupta Whole Time Director 0.60
3. Subodh Jindal Chief Financial Officer 6.00
4. Shakshi Mishra Company Secretary & Compliance Office 0.75
5. Anshu Singh* Company Secretary & Compliance Office 1.80
Total
*Appointed as Managing Director, Chief Financial Officer w.e.f. March 04, 2024 & Chairperson w.e.f June 10, 2024
Shakshi Mishra appointed as a Company Secretary & Compliance Office w.e.f. November 01, 2024 in place of Anshu
Singh
The abovementioned KMP’s are on the payrolls of our Company as permanent employees.
BONUS OR PROFIT-SHARING PLAN FOR OUR KEY MANAGERIAL PERSONNEL
As on the date of this Prospectus, our Company does not have any performance linked bonus or profit- sharing plan with
any of our Key Managerial Personnel.
CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO KEY MANAGERIAL PERSONNEL
None of our Key Managerial Personnel has received or is entitled to any contingent or deferred compensation as on date of
this Prospectus.
LOANS TO KEY MANAGERIAL PERSONNEL
Except as stated in the Prospectus, there is no loan outstanding against Key Managerial Personnel as on date of this
Prospectus.
INTEREST OF KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel of our Company have interest in our Company to the extent of the remuneration or benefits to
which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the
ordinary course of business and may also be interested to the extent of Equity Shares held by them in our Company, if any
and dividends payable thereon, if any. Except as disclosed in this Prospectus, none of our key managerial personnel have
been paid any consideration of any nature from our Company, other than their remuneration. Except as stated in the heading
titled “Related Party Transactions” under the Section titled “Restated Financial Statements” beginning on page 217 and
206described herein above, our key managerial personnel do not have any other interest in the business of our Company.
CHANGES IN KEY MANAGERIAL PERSONNEL IN THE LAST THREE YEARS
Except as disclosed below, there have been no changes in our Board during the last 3 (three) years.
Name of KMP Event Date of Appointment/ Change
Subodh Jindal Appointment as Chief Financial Officer April 05, 2024
Appointment as Company Secretary and
Anshu Singh April 05, 2024
Compliance Officer
Change in designation from Executive Director to
Vinod Gupta May 06, 2024
Managing Director
Resignation as Company Secretary and
Anshu Singh October 31, 2024
Compliance Officer due to personal reasons
Appointment as Company Secretary and
Shakshi Mishra November 01, 2024
Compliance Officer
Resignation as Managing Director of our
Vinod Gupta Company due to personal and unavoidable February 18, 2025
reasons.
Arnima Gupta Appointment as Managing Director February 18, 2025
Brij Bhushan Gupta Appointed as a Whole Time Director February 18, 2025
EMPLOYEES STOCK OPTION SCHEME
Our Company does not have any Employee Stock Option Scheme / Employee Stock Purchase Scheme as on the date of
filing of this Prospectus.
PAYMENT OR BENEFIT TO OFFICERS OF OUR COMPANY
No non-salary amount or benefit has been paid, in two preceding years, or given or is intended to be paid or given to any
of our Company’s officers except remuneration of services rendered as Directors, officers or employees of our Company.
Except as stated in the chapter titled “Restated Financial Statements” beginning on page 217, none of the beneficiaries of
loans and advances and sundry debtors are related to our Company, our Directors, Our Key Managerial Personnel or our
Promoter.
ARRANGEMENTS AND UNDERSTANDING WITH MAJOR SHAREHOLDERS
None of our Key Managerial Personnel, Senior Managerial Personnel or Directors have been appointed pursuant to any
arrangement or understanding with our major shareholders, customers, suppliers or others pursuant to which of the directors
was selected as a director or member of senior management. For more information, please refer chapter titled “Our History
and Certain Other Corporate Matters” beginning on page 186.
207OUR PROMOTERS AND PROMOTER GROUP
OUR PROMOTERS
The Promoter of our Company are Mr. Vinod Gupta and Mrs. Arnima Gupta.
As on the date of this Prospectus, Our Promoter holds an aggregate of 6,567,414 Equity Shares, representing 85.69 % of
the Pre-Issue Issued, Subscribed and Paid-up Equity Share Capital of our Company. For details of the build-up of the
Promoters' shareholding in our Company, see “Capital Structure — History of the Equity Share Capital held by our
Promoters”, on page 88.
Mr. Vinod Gupta, aged 51 years is one of the
Promoters of our Company and a seasoned professional
with over 25 years of experience in the manpower
industry. A graduate with a Bachelor of Arts degree
from Delhi University (1995), he possesses expertise in
the private security sector and facility management,
encompassing industry trends, regulatory frameworks,
and best practices.
He has held key leadership roles in the Company,
serving as Executive Director from its incorporation
until September 15, 2017, and again from November 1,
2021, to May 05, 2024. Subsequently, he was appointed
as Managing Director, a position he held from May 6,
2024, to February 18, 2025. His strategic vision,
operational acumen, and industry knowledge have
significantly contributed to the Company’s growth and
operational excellence.
Qualification^: Bachelor of Arts
Date of Birth: June 15, 1974
Age: 51 Years
Residential Address: B-105, Second Floor, Defence
Colony, South Delhi, Lajpat Nagar, Delhi - 110024
India.
Nationality: Indian
PAN: ADHPG4907G
Directorship Held:
1. Viarn Infrastructure Private Limited
2.
He does not possess the documentary proof of his
Bachelor of Arts qualification, as the relevant records
were destroyed in a fire incident, in respect of which a
First Information Report (FIR) has been lodged.
208Mrs. Arnima Gupta, aged 41 years is one of the
Promoters of our Company. She holds a Bachelor of
Arts degree from Chaudhary Charan Singh
University, Meerut (2004) and has over 15 years of
experience in the manpower industry. She has been
associated with the Board since July 1, 2008, serving
as Executive Director from that date, later as Non-
Executive Woman Director from January 12, 2024,
and currently as Managing Director since February
18, 2025. She is responsible for the overall
management of the Company, including strategy
formulation, business development, financial
decision-making, and risk management.
Qualification: Bachelor of Arts
Date of Birth: January 11, 1984
Age: 42 Years
Residential Address: B-105, Second Floor, Defence
Colony, South Delhi, Lajpat Nagar, Delhi - 110024
India.
Nationality: Indian
PAN: AIWPG1284A
Directorship Held:
1. Viarn Infrastructure Private Limited
2. Bindrite Welding Private Limited
Note: Mr. Vinod Gupta, one of our Promoters, was disqualified by the Registrar of Companies under Section 164(2)(a) of the Companies Act, 2013 for
the period from November 2016 to October 2021 due to non-filing of annual returns/financial statements by certain companies in which he was a director.
Notwithstanding such disqualification, his name continued to be reflected as a director of our Company and he had also signed certain financial
statements during the said period. Our Company has since taken corrective steps, including filings before the Registrar of Companies, and the period of
disqualification has expired. The Merchant Banker and the Company confirm that necessary disclosures have been made in this Prospectus in compliance
with Regulations 24(1) and 25(2)(b) of the SEBI (ICDR) Regulations, 2018. For further details in relation to the implications of such disqualification,
please refer to the section ‘Risk Factors’ on page 38 of this Prospectus.
DECLARATION
We declare and confirm that the details of the Permanent Account Number, Aadhaar Card Number and Driving License
Number, Passport Number and Bank Account Number of our individual Promoter will be submitted to the Stock Exchange
i.e Emerge Platform of National Stock Exchange of India Limited (“NSE or NSE Emerge”), where the Equity Shares are
proposed to be listed at the time of filing this Prospectus.
UNDERTAKING / CONFIRMATIONS
None of our Promoter or Promoter Group or Group Company or person in control of our Company has been:
• Prohibited or debarred from accessing or operating in the capital market or restrained from buying, selling or dealing in
securities under any order or direction passed by SEBI or any other authority or
• Refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad.
• No material regulatory or disciplinary action is taken by any by a stock exchange or regulatory authority in the past one year
in respect of our Promoters, Group Company and Company promoted by the promoters of our company.
• There are no defaults in respect of payment of interest and principal to the debenture / bond / fixed deposit holders, banks,
209FIs by our Company, our Promoters, Group Company and Company promoted by the promoters during the past three years.
• The litigation record, the nature of litigation, and status of litigation of our Company, Promoters, Group company and
Company promoted by the Promoters are disclosed in chapter titled “Outstanding Litigations and Material
Developments” beginning on page 241.
• Neither our Promoters nor members of the Promoter Group have been declared as wilful defaulters by the RBI or any other
governmental authority and there are no violations of securities laws committed by them in the past or are currently pending
against them.
• Our Promoters has not been declared as a Fugitive Economic Offender under Section 12 of the Fugitive Economic
Offenders Act, 2018.
• None of our Promoter, person in control of our Company are or have ever been a promoters, director or person in control
of any other company which is debarred from accessing the capital markets under any order or direction passed by the
SEBI or any other authority.
CHANGE IN CONTROL OF OUR COMPANY
There has not been any change in the control of our Company in the five years immediately preceding the date of this
Prospectus
EXPERIENCE OF OUR PROMOTERS IN THE BUSINESS OF OUR COMPANY
For details of experience of promoter in the line of business as on the date of this Prospectus, please see the chapter titled
“Our Management” and “Our Promoter and Promoter Group” beginning on page 191 and 208.
INTEREST OF OUR PROMOTER
Our Promoter are interested in our Company to the extent (i) that they have promoted our Company, and (ii) to the extent of
their shareholding in our Company. For details on shareholding of our Promoters in our Company, see “Capital Structure”
on page 88.
Except as stated otherwise in this Prospectus, we have not entered into any contract, agreements or arrangements in which
our Promoters are directly or indirectly interested and no payments have been made to them in respect of the contracts,
agreements or arrangements which are proposed to be made with them including the properties purchased by our Company
and development rights entered into by our Company other than in the normal course of business. For further details,
please refer the section titled “Related Party Transactions” in chapter “Restated Financial Statements” on page 217.
Interest in promotion of our Company
Our Company is currently promoted by the Promoter in order to carry on its present business. Our Promoter are interested
in our Company to the extent of their shareholding and directorship in our Company and the dividend declared, if any, by
our Company.
Interest in the property, land, construction of building, supply of machinery, etc.
Except as mentioned in the chapter titled “Our Business” beginning on page 162, our Promoters does not have any other
interest in any property acquired or proposed to be acquired by our Company in a period of 2 (two) years before filing of
this Prospectus or in any transaction by our Company for acquisition of land, construction of building or supply of
machinery or any other contract, agreement or arrangement entered into by our Company and no payments have been made
or are proposed to be made in respect of these contracts, agreements or arrangements.
Interest in our Company arising out of being a member of a firm or company
Our Promoter are not interested as member of a firm or company, and no sum has been paid or agreed to be paid to them or
to such firm or company in cash or shares or otherwise by any person either to induce such person to become, or qualify them
as a director, or otherwise for services rendered by them or by such firm or company in connection with the promotion or
formation of our Company.
210Interest in our Company other than as Promoter
Except as mentioned in this chapter and chapters titled “Our Business”, “Our History and Certain Corporate Matters”,
“Our Management” and “Restated Financial Statements” beginning on pages 162, 186, 191 and 217 respectively, our
Promoters do not have any other interest in our Company.
Payment or Benefit to the Promoters or Promoter Group in the last 2 (two) years
Except as stated above in chapters “Restated Financial Statements” beginning on page 211 , there has been no amount or
benefit paid or given during the preceding 2 (two) years of filing of this Prospectus or intended to be paid or given to any
Promoters or member of our Promoter Group and no consideration for payment of giving of the benefit.
COMMON PURSUITS OF OUR PROMOTER
As on the Date of this Prospectus, except for Mr. Vinod Gupta none of our Promoters are engaged in business activities
similar to that of our Company and accordingly, there is no common pursuits amongst Promoters and our Company. We
shall adopt the necessary procedures and practices as permitted by law to address any conflict situation as and when they
arise.
MATERIAL GUARANTEES GIVEN TO THIRD PARTIES
Except as stated in the “Restated Financial Statements” beginning on page 217, our Promoter have not given material
guarantees to the third party(ies) with respect to the specified securities of our Company.
EXPERIENCE OF PROMOTER IN THE LINE OF BUSINESS
Our Promoter Mr. Vinod Gupta has been associated with the Company since its incorporation, serving as Executive
Director from incorporation to September 15, 2017, and again from November 1, 2021, to May 5, 2024, and as Managing
Director from May 6, 2024, to February 18, 2025. He has over 25 years of experience in the manpower industry, with
expertise in the private security sector and facility management.
Our Promoter Mrs. Arnima Gupta has been serving on the Board since July 1, 2008, as Executive Director, later as Non-
Executive Woman Director from January 12, 2024, and as Managing Director from February 18, 2025. She has over 15
years of experience in the manpower industry, with expertise in overall company management, business development,
financial decision-making, and risk management.
The Company shall also endeavour to ensure that relevant professional help is sought as and when required in the future.
For more details please refer chapter “Our Management” beginning on page 191.
SHAREHOLDING OF THE PROMOTER GROUP IN OUR COMPANY
For details of shareholding of members of our Promoter Group as on the date of this Prospectus, please see the chapter
titled “Capital Structure – Notes to Capital Structure” beginning on page 88.
LITIGATION INVOLVING OUR PROMOTER
For details relating to legal proceedings involving the Promoters, please refer “Outstanding Litigation and Material
Developments” beginning on page 241 .
RELATED PARTY TRANSACTIONS
Except as stated in Related Party Transactions mentioned in the chapter titled “Restated Financial Statement” beginning
on page 217, and as stated therein, our Promoters or any of the Promoter Group Entities do not have any other interest in
our business.
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211COMPANIES WITH WHICH OUR PROMOTERS HAVE DISASSOCIATED IN THE PRECEDING THREE
YEARS
Except as stated below, Our Promoters have not disassociated themself from any companies, firms or entities during the
last three years preceding the date of this Prospectus.
Sr. Name of Promoters Name of Entity Reason for Date of
No. Disassociation Disassociation
1. Mr. Vinod Gupta Armour IT Solutions Private Limited Strike-off Strike-off
2. Mrs. Arnima Gupta Armour IT Solutions Private Limited Strike-off Strike-off
OUR PROMOTER GROUP
Our Promoter Group in terms of Regulation 2(1) (pp) of the SEBI (ICDR) Regulations, 2018 is as under:
A. Natural Persons who form part of our Promoter Group:
Promoter Vinod Gupta Arnima Gupta
Father Late Shri. Rajpal Gupta Ram Kishan
Mother Late Smt. Har Pyari Devi Gupta Aruna Gupta
Spouse Arnima Gupta Vinod Gupta
Brother(s) Ravinder Gupta, Ashok Gupta, -
Bhavnesh Gupta, Mayur Gupta
Sister(s) Veena Gupta, Shashi Gupta Shweta Gupta, Payal Gupta
Son(s) Viarnraj Gupta Viarnraj Gupta
Daughter(s) Rachel Gupta Rachel Gupta
Spouse's Father Ram Kishan Late Shri. Rajpal Gupta
Spouse's Mother Aruna Gupta Late Smt. Har Pyari Devi Gupta
Spouse's Brother(s) - Ravinder Gupta, Ashok Gupta,
Bhavnesh Gupta, Mayur Gupta
Spouse's Sister(s) Shweta Gupta, Payal Gupta Veena Gupta, Shashi Gupta
B. Entities forming part of the Promoter Group:
1. In case promoter is a Body Corporate
Sr. Nature of Relationship Name of the Promoter Entities / Company
No.
1. Subsidiary or holding company of Promoter Company N.A.
2. Any Body corporate in which promoter (Body Corporate) holds 20%
or more of the equity share capital or which holds 20% or more of the
equity share capital of the promoter (Body Corporate).
2. In case promoter is an Individual:
Sr. Nature of Relationship Entity
No.
1. Any Body Corporate in which 20% or more of the equity share capit•a l Viarn Infrastructure Private Limited
is held by promoter or an immediate relative of the promoter or a fir•m Armour Security India (Vinod Gupta
or HUF in which promoter or any one or more of his immediate Proprietorship Firm)
relatives is a member.
2. Any Body corporate in which Body Corporate as provided above -
holds 20% or more of the equity share capital.
3. Any Hindu Undivided Family or firm in which the aggregate Vinod Gupta & Sons
shareholding of the promoter and his immediate relatives is equal to
or more than 20%
C. All persons whose shareholding is aggregated under the heading "shareholding of the Promoter Group":
None of the other persons forms part of promoter group for the purpose of shareholding of the Promoter Group under
Regulation 2(1) (pp)(v) of SEBI (ICDR) Regulations 2018: NIL
212OUR GROUP COMPANIES
In accordance with the provisions of the SEBI (ICDR) Regulations, 2018, for the purpose of identification of Group
Company, our Company has considered those companies as our Group Company (other than promoter(s), Associate(s) and
subsidiary / subsidiaries) with which there were related party transactions as per the Restated Financial Statements of our
Company in any of the last three financial years ended on March 31, 2025, 2024 and 2023and other Company as considered
material by our Board.
Further, pursuant to a resolution of our Board dated May 06, 2024, for the purpose of disclosure in relation to Group
company in connection with the Issue, a company shall be considered material and disclosed as a Group company if such
company fulfils both the below mentioned conditions:
a) the companies (other than the Promoters and Subsidiary of our Company) with which there were related party transactions
(in accordance with AS-18), as disclosed in the Restated Financial Statements (“Restated Financial Statements”); or
b) if such company fulfils both the below mentioned conditions:
i. such company that forms part of the Promoter Group of the Company in terms of Regulation 2(I) (pp) of the SEBI(ICDR)
Regulations; and
ii. the Company has entered into one or more transactions with such company in preceding fiscal or audit period as the case
may be exceeding 10.00% of total revenue of the Company as per Restated Consolidated Financial Statement
Accordingly, based on the parameters outlined above, as on the date of this Prospectus, there is only 1 (One) company /
entity falling under definition of SEBI (Issue of Capital and1 Disclosure Requirements) Regulations, 2018 which is
identified as group companies / entities (“Group Company”).
Sr. No. Name of Group Entities Registered Office Address
1 Viarn Infrastructure Private Limited B-87, Second Floor, Defence Colony, New Delhi, Delhi, India, 110024
Details of our Group Company
1. VIARN INFRASTRUCTURE PRIVATE LIMITED
Corporate Information:
Date of Incorporation July 07, 2009
Name of Company Viarn Infrastructure Private Limited
CIN U70109DL2009PTC191966
PAN AADCV0339F
Registered Office B-87, Second Floor, Defence Colony, New Delhi-110024, India.
Board of Directors* Name of Directors DIN
Mr. Vinod Gupta 530291
Mrs. Arnima Gupta 2212966
FINANCIAL INFORMATION
In accordance with the SEBI (ICDR) Regulations, Details of Reserves (excluding Revaluation Reserves), Sales, Profit after
Tax, Earnings per Share, Basis / Diluted Earnings Per Share and Net Asset Value, derived from the latest Audited Financial
Statements available of our Group Companies are available on the website of our Company www.armoursecurities.com
OTHER CONFIRMATIONS
a) None of our Group Companies Securities are listed on any stock exchange nor any of the Group Companies has made any
public and / or rights issue of securities in the preceding three years.
b) None of the above-mentioned Group Companies is in defaults in meeting any Statutory / bank / institutional dues and no
proceedings have been initiated for economic offences against any of the Group Companies
c) None of the above-mentioned Group Companies is a sick company within the meaning of the Sick Industrial
213Companies (Special Provisions) Act, 1985 or is under winding up / insolvency proceedings
d) Our Group Companies has not been debarred from accessing the capital market for any reasons by the SEBI or any other
authorities.
LITIGATIONS
Except as mentioned in the Chapter “Outstanding Litigation and Material Developments” beginning on page 241, there
are no outstanding litigation involving our Group Companies which may have a material impact on our Company.
OTHER CONFIRMATION
The securities of our Group Companies are not listed on any stock exchange. Further, our Group Companies have not made
any public or rights issue (as defined under the SEBI ICDR Regulations) of securities in the three years preceding the date
of this Prospectus.
There is no conflict of interest between the third-party service providers (crucial for operations of our Company) and our
Group Companies and their directors.
INTERESTS
Interest in the promotion of our Company
Except as disclosed in this Prospectus, our Group Companies has no interest in the promotion of our Company.
Interest in the properties acquired or proposed to be acquired by our Company in the past three years or proposed to be
acquired
Except as mentioned in the chapter titled "Our Business" under the heading “Our Properties” beginning on page 162, Our
Group Companies don’t have any interest in the properties acquired or proposed to be acquired by our Company in the
three years preceding the filing of Prospectus.
Interest in the transactions for acquisition of land, construction of building and supply of machinery
Our Group Companies are not interested in any transaction for acquisition of land or supply of machinery to our Company.
RELATED PARTY TRANSACTIONS BETWEEN OUR COMPANY & GROUP COMPANIES AND
SIGNIFICANCE ON THE FINANCIAL PERFORMANCE OF OUR COMPANY
Except as disclosed under the Note “Related Party Transactions” of the chapter titled “Restated Financial Statement” on
page 217, there are no related business transactions of our Company with its Group Companies and significance of the same
on the financial performance of our Company.
BUSINESS INTERESTS OF GROUP COMPANY IN OUR COMPANY
Other than as disclosed under the Note “Related Party Transactions” in the chapter titled “Restated Financial Statement”
on page 217, the group companies don’t have any interest in the business of our Company or interest of any other nature as
on the date of this Prospectus.
PAYMENT OR BENEFIT TO OUR GROUP COMPANIES
Except as stated under the Note “Related Party Transactions" in the chapter titled “Restated Financial Statement” on page
217, there has been no payment of benefits to our group companies during the Financial Year ended on March 31, 2025,
March 31, 2024 and March 31, 2023 of Armour Security (India) Limited.
COMMON PURSUITS
Except as disclosed in “Our Business” on page 162 and “Related Party Transactions” in the chapter titled “Restated
Financial Statement” on page 217, none of our Group Companies are in the same line of business as our Company and
there are no common pursuits between our Group Companies and our Company.
214UNDERTAKING / CONFIRMATIONS BY OUR GROUP COMPANIES
None of our Promoters or Promoter Group or Group Companies or person in control of our Company has been:
i. Prohibited from accessing or operating in the capital market or restrained from buying, selling or dealing in securities
under any order or direction passed by SEBI or any other authority; or
ii. Refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad
Neither our Promoters, person in control of our Company or have ever been a Promoters, Director or person in control of
any other Company which is debarred from accessing the capital markets under any order or direction passed by the SEBI or
any other authority.
Further, neither our Promoters, the relatives of our individual Promoters (as defined under the Companies Act) nor our
Group companies / Promoter Group entities have been declared as a wilful defaulter or economic offender by the RBI or
any other government authority and there are no violations of securities laws committed by them or any entities they are
connected with in the past and no proceedings for violation of securities laws are pending against them.
(The rest of the page is intentionally left blank)
215DIVIDEND POLICY
Under the Companies Act, 2013, an Indian Company pays dividends upon recommendation by its Board of Directors and
approval by majority of the Shareholders at the general meeting. The dividends may be paid out of profits of a company in
the year in which the dividend is declared or out of the undistributed profits or reserves of the previous years or out of both.
Our Board may consider the following financial/ internal parameters while declaring or recommending dividend to
Shareholders: (i) our Company’s net profits earned during the Financial Year after tax; (ii) retained earnings; (iii) working
capital requirement and repayment of debts, if any, (iv) contingent liabilities; (v) earnings outlook for at least next three
years; (vi) current and expected future capital/liquidity requirements including expansion, modernization, investment in
group companies and acquisitions; (vii) buyback of shares or any other profit distribution measure; (viii)
stipulations/covenants of any agreement to which our Company is a party (including; financing documents, investment
agreements and shareholders agreement); (ix) applicable legal restrictions; (x) overall financial position of our Company;
and (xi) any other factors and material events considered relevant by our Board, including those set out in any annual
business plan and budget of our Company.
The following external parameters shall be considered by our Board while declaring or recommending dividend to
Shareholders: (i) the applicable legal requirements, regulatory conditions or restrictions; (ii) dividend pay-out ratios of
companies in similar industries; (iii) financing costs; (iv) the prevailing economic environment; and (v) any other relevant
factors and material events to our Company.
Further, our Board may not declare or recommend dividend for a particular period if it is of the view that it would be
prudent to conserve capital for the then ongoing or planned business expansion or other factors which may be considered by
the Board.
Retained earnings may be utilized by our Company for making investments for future growth and expansion plans, for the
purpose of generating higher returns for the shareholders or for any other specific purpose, as approved by the Board. Our
Company may also, from time to time, pay interim dividends.
Our Company does not have a formal dividend policy for declaration of dividend in respect of Equity shares and has not
paid / declared any Final or Interim dividend in last three financial years from date of this Prospectus as stated in the
Restated Financial Statements. Our Company’s corporate actions pertaining to payment of dividends in the past are not to
be taken as being indicative of the payment of dividends by our Company in the future. For details in relation to the risk
involved, see “Risk Factor no. 49 -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” on page 62.
(For the above details relating dividend, we have relied upon the certificate dated December 30, 2025, UDIN –
26099065DUNPYS4918 issued by the Statutory Auditors of the Company i.e., M/s. PDMS & Co.., Chartered Accountant)
(The rest of the page is intentionally left blank)
216SECTION-IX FINANCIAL INFORMATION
RESTATED FINANCIAL STATEMENTS
Sr. No. Particulars Page No.
1 Restated Financial Statements F1-F32
(The rest of the page is intentionally left blank)
217INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED STANDALONE
FINANCIAL INFORMATION
To,
The Board of Directors,
Armour Security (India) Limited,
Dear Sir,
1. We have examined the attached Restated Financial Information of Armour Security (India) Limited (the “Company”
or the “Issuer”) comprising the Restated Balance Sheet Statement of Asset and Liabilities as at September 30th, 2025,
March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Statement of Profit & Loss Account and Restated
Statement of Cash Flow for the half year ended on September 30th, 2025 and year ended on March 31, 2025, March 31,
2024 and March 31, 2023, the summary statement of significant accounting policies, and other explanatory information
(collectively, the “Restated Standalone Financial Information”), as approved by the Board of Directors of the
company for the purpose of inclusion in the red herring prospectus/prospectus prepared by the Company in connection
with its proposed SME Initial Public Offer (“SME IPO”) of equity shares at SME Platform of NSE Limited (“NSE
SME EMERGE”).
2. These Restated Summary Statements have been prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
("ICDR Regulations"), as amended time to time; and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
3. The Company’s Board of Directors is responsible for the preparation of the Restated Financial Information for the
purpose of inclusion in the Draft Prospectus /Prospectus to be filed with the stock exchanges where the equity shares of
the Company are proposed to be listed, in connection with the proposed SME IPO. The Restated Standalone Financial
Information have been prepared by the management of the Company on the basis of preparation stated in Annexure IV
to the Restated Standalone Financial Information.
The respective Board of Directors of the Company are responsible for designing, implementing, and maintaining
adequate internal control relevant to the preparation and presentation of the Restated Standalone Financial Information.
The Board of Directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR
Regulations and the Guidance Note.
4. We have examined such Restated Standalone Financial Information taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement
letter in connection with the proposed IPO of equity shares of the issuer;
b) The Guidance Note. The Guidance Note also requires that we comply with the ethical requirements of the Code of
Ethics issued by the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting
the Restated Standalone Financial Information; and
d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you
in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the
Guidance Note in connection with the IPO.
5. These Restated Standalone Financial Information have been compiled by the management from the Audited Standalone
Financial Statements of the Company for the half year ended on September 30th, 2025, and financial years ended on
March 31, 2025, March 31, 2024, and March 31, 2023, which has been approved by the Board of Directors. Audited
financial statements of the Company as at and for the half year ended September 30th, 2025 and financial years ended
March 31, 2025, 2024 and 2023 have been prepared in accordance with the Indian Accounting Standards (Indian
F1GAAP) which had been approved by the Board of Directors at their meeting held on December 30th, 2025, August
28, 2025, August 28, 2024 and September 06, 2023
6. For the purpose of our examination, we have relied on:
Auditors’ Report issued by previous auditor dated on September 06, 2023, on the standalone financial statements of
the company as at and for the year ended March 31, 2023.
The audits for the financial years ended March 31 2023 were conducted by previous auditors Nikhil Arora and
Associates, Chartered Accountants (the “ Previous Auditors”), and accordingly reliance has been placed on the
standalone statement of assets and liabilities and the standalone statements of profit and loss and cash flow statements,
the Summary Statement of Significant Accounting Policies, and other explanatory information and examined by them
for the said year.
7. Based on our examination and according to the information and explanations given to us and also as per the reliance
placed on the audit report submitted by the Previous Auditors for the respective years, we report that the Restated
Standalone Financial Information:
a. The “Restated Statement of Assets and Liabilities” as set out in Annexure I to this report, of the Company as
at September 30th, 2025, March 31, 2025, March 31, 2024, and March 31, 2023 are prepared by the Company
and approved by the Board of Directors. These Restated Statement of Assets and Liabilities have been arrived at
after making such adjustments and regroupings to the individual financial statements of the Company, as in our
opinion were appropriate and more these fully described in Significant Accounting Policies and Notes to
Accounts as set out in Annexure IV and Annexure V to this Report.
b. The "Restated Standalone Summary Statement of Profit and Loss" as set out in Annexure II to this report,
of the Company for the half year ended on September 30th, 2025 and for the financial years ended on March 31,
2025, March 31, 2024, and March 31, 2023 are prepared by the Company and approved by the Board of
Directors. These Restated Standalone Summary Statement of Profit and Loss have been arrived at after making
such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were
appropriate and more fully described in Significant Accounting Policies and Notes to Accounts and other
information to this Report.
c. The "Restated Standalone Statement of Cash flow" as set out in Annexure III to this report, of the Company
for the half year ended on September 30th, 2025, and for the financial years ended on March 31, 2025, March 31,
2024, and March 31, 2023, are prepared by the Company and approved by the Board of Directors. These Restated
Standalone Summary Statement of Cash flow have been arrived at after making such adjustments and
regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more
fully described in Significant Accounting Policies and Notes to Accounts as set out this Report.
d. The Restated Standalone Summary Statement have been prepared in accordance with the Act, ICDR Regulations
and the Guidance Note.
e. The Restated Summary Statements have been made after incorporating adjustments for the changes in accounting
policies retrospectively in respective financial period/years to reflect the same accounting treatment as per the
changed accounting policy for all reporting periods, if any.
f. The Restated Summary Statements have been made after incorporating adjustments for prior period and other
material amounts in the respective financial years/period to which they relate, if any and there are no
qualifications which require adjustments.
g. There are no extra-ordinary items that need to be disclosed separately in the accounts and requiring adjustments.
h. There were no qualifications in the Audit Reports issued by the Statutory Auditors as at and for the half year
ended on 30th September 2025 and financial years ended on March 31, 2025, March 31, 2024, and March 31,
2023 which would require adjustments in this Restated Financial Statements of the Company.
i. Profits and losses have been arrived at after charging all expenses including depreciation and after making such
adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance with
F2the Significant Accounting Polices and Notes to Accounts along with set out in Annexure IV and Annexure V
to this report;
j. There were no changes in accounting policies.
k. There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statements.
l. The company has not proposed any dividend in past effective for the said period.
m. Adequate disclosure has been made in the financial statements as required to be made by the issuer as per
schedule III of the Companies Act, 2013.
n. The accounting standards prescribed under the Companies act, 2013 have been followed.
o. The financial statements present a true and fair view of the company’s accounts.
8. We have also examined the following financial information ("Other Financial Information") proposed to be included in
the offer document prepared by the management and approved by the board of directors of the company and annexed to this
report:
Particulars Annexure No
Restated Share capital 1.1
Restated Reserves and surplus 1.2
Restated Long-term borrowings 1.3
Restated Long-term Provisions 1.4
Restated Short-term borrowings 1.5
Restated Trade payables 1.6
Restated Other current liabilities 1.7
Restated Short-term provisions 1.8
Restated Property, Plant & Equipment 1.8
Restated Deferred Tax Asset (Net) 1.10
Restated Other non-current assets 1.11
Restated Trade Receivables 1.12
Restated Cash and cash equivalents 1.13
Restated Short Term Loans & Advances 1.14
Restated Other current Assets 1.15
Restated Revenue from Operations 2.1
Restated Other Income 2.2
Restated Employee benefits expense 2.3
Restated Finance Costs 2.4
Restated Depreciation and amortization expenses 2.5
Restated Other Expenses 2.6
Restated Earnings per share 2.7
7. The Restated Standalone Financial Information does not reflect the effects of events that occurred subsequent to the
respective dates of the reports on the audited financial statements.
F38. We, M/s PDMS and Co. LLP, have been subjected to the peer review process of the Institute of Chartered Accountants
of India (“ICAI”) and hold a valid peer review certificate issued by the “Peer Review Board” of the ICAI.
9. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued
by the Company Auditor’s, nor should this report be construed as a new opinion on any of the financial statements
referred to herein.
10. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
11. Our report is intended solely for use of the Board of Directors for inclusion in the Red Herring Prospectus /Prospectus
to be filed with Stock exchanges/ROC/SEBI in connection with the proposed IPO. Our report should not be used,
referred to or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept
or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or
into whose hands it may come without our prior consent in writing.
12. In our opinion, the above financial information contained in these Restated Standalone Financial Statements read with
the respective Significant Accounting Polices and Notes to Accounts as set out are prepared after making adjustments
and regrouping as considered appropriate and have been prepared in accordance with the Act, ICDR Regulations,
Engagement Letter and Guidance Note and give a true and fair view in conformity with the accounting principles
generally accepted in India, to the extent applicable.
Yours sincerely,
For PDMS and Co. LLP
Chartered Accountants
FRN: 19621C
Sd/-
CA Sachin Pathak
Partner
M No:099065
Place: Mumbai
Date: 30.12.2025
UDIN: 26099065YPRMMB9509
F4Armour Security (India) Limited
(Formerly known as Armour Security India Private Limited)
B-87,2nd Floor,Defence Colony,New Delhi-110024
CIN U74920DL1999PTC101313
ANNEXURE - I
RESTATED STATEMENT OF ASSETS & LIABILITIES
(₹ in Lakhs)
Particulars Notes As At 30.09.2025 As At 31.03.2025 As At 31.03.2024 As At 31.03.2023
I EQUITY AND LIABILITIES
1. Shareholders’ funds
(a) Share Capital 1.1 1 ,222.00 1 ,222.00 1 ,222.00 1.00
(b) Reserves and surplus I.2 9 11.62 6 21.17 223.82 3 48.06
2. Non-current liabilities
(a) Long-term borrowings 1.3 181.72 1 88.34 109.83 85.43
(b) Long-term provisions 1.4 21.22 20.71 18.43 2 4.21
3. Current liabilities -
(a) Short-term borrowings 1.5 419.37 280.22 70.23 -
(b) Trade payables 1.6 -
i) Due to MSME - - - -
ii) Due to Others 1 5.63 13.69 74.64 4 12.70
(c) Other current liabilities 1.7 5.02 5 .02 8 .84 2 30.77
(d) Short-term provisions 1.8 433.65 385.90 633.62 4 48.89
TOTAL 3,210.23 2 ,737.05 2 ,361.41 1 ,551.06
II. ASSETS
1. Non-current assets
(a) Property Plant & Equipments 1.9
(i) Property Plant & Equipments 760.64 7 68.65 730.43 74.87
(b) Deferred Tax Assets (Net) 1.10 20.74 1 9.57 18.98 1 7.34
(c) Other Non Current Assets 1.11 1 ,128.25 902.85 556.38 3 81.47
2. Current assets
(a) Trade receivables 1.12 9 06.10 8 11.65 774.51 9 25.56
(b) Cash and Bank balances 1.13 24.07 5 0.68 173.22 42.20
(c) Short-term loans and advances 1.14 160.41 7 .58 31.87 3 0.27
(d) Other Current Assets 1.15 210.03 1 76.07 76.02 7 9.35
TOTAL 3210.23 2 ,737.05 2,361.41 1,551.06
Note: The above restated statement of Assets & Liabilites should be read with the Significant Accounting Policies and Notes on restated Financial Statements (Annexures).
As per our report of even date attached
For and on behalf of For and on behalf of the Board of Directors
For PDMS And Co. LLP For Armour Security (India) Limited
Firm No. 019621C S d / - S d / -
Brij Bhushan Gupta Arnima Gupta
(Director) (Director)
Sd/- DIN: 10954912 DIN: 02212966
CA Sachin Pathak Place:Delhi Place: Delhi
Date: 30.12.2025 Date: 30.12.2025
Membership No.099065
Place: Mumbai Sd/- Sd/-
Date: 30.12.2025 Subodh Jindal Shakshi Mishra
UDIN :26099065YPRMMB9509 (CFO) (Company Secretary)
PAN: XXXXX5403R MN:ACS 57243
F5Armour Security (India) Limited
(Formerly known as Armour Security India Private Limited)
B-87,2nd Floor,Defence Colony,New Delhi-110024
CIN U74920DL1999PTC101313
ANNEXURE - II
RESTATED STATEMENT OF PROFIT & LOSS
(₹ in Lakhs)
For the half year ended For the year ended For the year ended For the year ended
Particulars Notes
30.09.2025 31.03.2025 31.03.2024 31.03.2023
I Revenue from operations 2.1 1967.85 3 ,565.54 3,293.29 2,884.64
II Other Income 2.2 1.45 9 0.50 1 6.81 12.44
-
III Total Income (I+II) 1969.3 3,656.04 3,310.10 2,897.08
-
Expenses: -
(a) Employee benefits expense 2.3 1415.81 2 ,765.86 2,649.57 2,438.62
(b) Finance costs 2.4 34.42 3 4.70 1 2.08 3.45
(c) Depreciation expense 2.5 8.58 2 1.71 2 2.22 19.25
(d) Other expenses 2.6 122.35 3 02.82 2 76.43 134.21
IV Total expenses 1581.16 3,125.09 2,960.30 2,595.52
-
V Profit /(Loss) before tax 3 88.14 5 30.95 349.80 301.56
VI Tax expense:
(a) Current tax 9 8.85 134.19 8 9.68 76.78
(b) Deferred tax charge/(credit) ( 1.17) (0.59) (1.64) (0.88)
-
VII Profit after tax for the year 2 90.45 3 97.35 261.76 225.66
VIII Earnings per share (face value of ₹ 10/- each): 2.7
(a) Basic (in ₹) (Nominal value: Rs. 10 each) 2 .38 3 .25 3 .67 4 .16
(b) Diluted (in ₹) (Nominal value: Rs. 10 each) 2 .38 3 .25 3 .67 4.16
-
Note: The above restated statement of Profit & Loss should be read with the Significant Accounting Policies and Notes on restated Financial Statements (Annexure).
As per our report of even date attached
For and on behalf of For and on behalf of the Board of Directors
For PDMS And Co. LLP For Armour Security (India) Limited
Firm No. 019621C S d / - S d / -
Brij Bhushan Gupta Arnima Gupta
(Director) (Director)
Sd/- DIN: 10954912 DIN: 02212966
CA Sachin Pathak Place:Delhi Place: Delhi
Date: 30.12.2025 Date: 30.12.2025
Membership No.099065
Sd/- Sd/-
Place: Mumbai Subodh Jindal Shakshi Mishra
(CFO) (Company Secretary)
Date: 30.12.2025 PAN: XXXXX5403R MN:ACS 57243
F6Armour Security (India) Limited
(Formerly known as Armour Security India Private Limited)
B-87,2nd Floor,Defence Colony,New Delhi-110024
CIN U74920DL1999PTC101313
ANNEXURE - III
RESTATED CASH FLOW STATEMENT
(₹ in Lakhs)
For the half year
Particulars ended For the year ended For the year ended For the year ended
30.09.2025 31.03.2025 31.03.2024 31.03.2023
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit /(Loss) before tax 388.14 530.95 349.80 301.56
Adjustment For: -
(a) Depreciation 8.58 21.71 22.22 19.25
(b) Finance costs 34.42 34.70 12.08 3.45
(c) (Gain)/Loss on Sale of Property Plant & Equipment - (1.40) - -
(d) Interest Income (1.45) (3.51) (12.10) (10.95)
(e) Prior period Adjustment - - - (2.57)
Operating Profit before Working Capital Changes 429.69 582.45 372.00 310.73
Adjustment For Working Capital Changes :
(a) (Increase)/Decrease in Trade Receivables (94.45) (37.14) 151.05 (291.04)
(b) (Increase)/Decrease in Loans & Advances & Other Assets (186.79) (75.76) 1.73 (15.02)
(c) Increase /(Decrease) in Trade Payables and Other Current Liabilities 1.94 (64.77) (559.99) 69.99
(d) Increase /(Decrease) in Short Term Provisions 83.08 (259.12) 145.40 4.25
(e) Increase / ( Decrease ) in Long Term Provisions 0.51 2.28 (5.78) 2.75
CASH GENERATED FROM OPERATIONS 233.98 147.94 104.41 81.66
Less : Income Taxes paid (134.20) (122.79) (50.35) (36.24)
NET CASH FROM OPERATING ACTIVITIES (A) 9 9.78 25.15 5 4.06 4 5.42
B. CASH FLOW FROM INVESTING ACTIVITIES -
(a) Net purchase of Property Plant & Equipments* (0.57) (58.53) (37.78) (11.03)
(b) (Increase ) / Decrease in Non Current Assets (225.40) (346.47) (174.91) (54.86)
(c) Interest received 1.45 3.51 12.10 10.95
NET CASH FROM INVESTING ACTIVITIES (B) ( 224.52) (401.49) (200.59) ( 54.94)
C. CASH FLOW FROM FINANCING ACTIVITIES -
(a) Increase/(Decrease) in Long Term Borrowings (6.62) 78.51 24.40 15.40
(b) Increase/(Decrease) in Short Term Borrowings 139.17 209.99 70.23 -
(c) Issue of Share Capital* - - 195.00 -
(d) Finance costs Paid (34.42) (34.70) (12.08) (3.45)
NET CASH FLOW IN FINANCING ACTIVITIES (C) 9 8.13 253.80 2 77.55 1 1.95
NET INCREASE IN CASH & CASH EQUIVALENTS (A)+(B)+(C ) ( 26.61) ( 122.54) 1 31.02 2 .43
OPENING BALANCE – CASH & CASH EQUIVALENT 50.68 173.22 4 2.20 3 9.77
CLOSING BALANCE - CASH & CASH EQUIVALENT 2 4.07 50.68 1 73.22 4 2.20
Note: The above restated statement of cash flow statement should be read with the Significant Accounting Policies and Notes on restated Financial Statements (Annexure).
*Consideration for Purchase of land of Rs 640 lacs in FY 2023-24 is against issue of shares. The transaction being a non cash item, has therefore been excluded from cash flow
As per our Report of even date
For and on behalf of For and on behalf of the Board of Directors
For PDMS And Co. LLP For Armour Security (India) Limited
Firm No. 019621C
Sd/- Sd/-
Brij Bhushan Gupta Arnima Gupta
Sd/- (Director) (Director)
CA Sachin Pathak DIN: 10954912 DIN: 02212966
Membership No.099065 Place:Delhi Place: Delhi
Place: Mumbai Date: 30.12.2025 Date: 30.12.2025
Date: 30.12.2025
UDIN :26099065YPRMMB9509 Sd/- Sd/-
Subodh Jindal Shakshi Mishra
(CFO) (Company Secretary)
PAN: XXXXX5403R MN:ACS 57243
F7Armour Security (India) Limited
(Formerly known as Armour Security India Private Limited)
B-87,2nd Floor,Defence Colony,New Delhi-110024
CIN U74920DL1999PTC101313
Notes to the Restated Financial Statements:
Annexure - 1.1
Share Capital
(₹ in Lakhs)
Particulars As at 30.09.2025 As at 31.03.2025 As At 31.03.2024 As At 31.03.2023
Authorised Capital
No. of Equity Shares of ₹ 10/- each 18,000,000 18,000,000 18,000,000 10,000
Authorised Equity Share Capital In Rs. 1,800.00 1,800.00 1,800.00 1 .00
Issued, Subscribed & Fully Paid up
No. of Equity Shares of ₹ 10/- each 12,220,000 12,220,000 12,220,000 10,000
Issued, Subscribed & Fully Paid up Share Capital In Rs. 1,222.00 1,222.00 1,222.00 1 .00
Total 1,222.00 1,222.00 1,222.00 1 .00
Reconciliation of the number of shares outstanding is set out below:- (₹ in Lakhs)
As At
Particulars As at 30.09.2025 As at 31.03.2025 As At 31.03.2024 31.03.2023
Number of Shares Number of Shares Number of Shares Number of Shares
Shares outstanding at the beginning of the year 12,220,000 12,220,000 1 0,000 10,000
Add:-Shares Issued during the year
Fresh Issue (Right issue) 6,400,000
Fresh Issue (Preferential Allotment) - - 390,000
Bonus Shares Issued - - 5,420,000
Less:Shares bought back during the year
Other Changes (give details) - - -
Shares outstanding at the end of the year 12,220,000 12,220,000 12,220,000 1 0,000 #####
The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The company has not proposed any dividend during the restated periods. In
the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount, in proportion to their shareholding.
The Board of Directors vide passing of Resolution on December 26, 2023, allotted 64,00,000 Equity Shares via Rights Issue to existing shareholders for consideration other than cash in consideration for Purchase of
property held by Mr. Vinod Gupta and Mrs. Arnima Gupta.
The company has issued 54.20 Lacs bonus shares (i.e. in the ratio of 1:542) during the FY 2023-24. The Bonus issue was approved and proposed by the Board of Directors of our Company at the meeting of Board of
Directors held on November 27, 2023 and the same was approved by the Shareholders of our Company at the Extra Ordinary General Meeting held on November 27, 2023 vide passing of Ordinary Resolution. Further
The Board of Directors vide passing of Resolution on December 05, 2023, allotted 54,20,000 Equity Shares via Bonus Issue in the ratio of Five Hundred and Forty Two(542) Equity Shares for every one (1) existing
fully paid-up Equity Share.
The Company has issued 3.90 lac equity shares at Rs.10 per share at premium of Rs. 40 per share as Preferential allotment during the FY 2023-24. Fresh issue was approved and proposed by Board of Directors of our
Company at the meeting of Board of Directors held on December 29, 2023 and the same was approved by the Shareholders of our Company at the Extra Ordinary General Meeting held on January 22, 2024 vide
passing of Ordinary Resolution. The Board of Directors vide passing of Resolution on February 07, 2024, allotted 3,90,000 Equity Shares via preferential allotment by way of cash
Details of Shareholders holding more than 5 % shares:-
Name of Shareholder As at 30.09.2025 As at 31.03.2025 As At 31.03.2024 As At 31.03.2023
Vinod Gupta
Number of Shares 5,915,000 5,915,000 5 ,915,000 5,000
% of Holding 48.40% 48.40% 48.40% 50.00%
Arnima Gupta
Number of Shares 5,915,000 5,915,000 5 ,915,000 5,000
% of Holding 48.40% 48.40% 48.40% 50.00%
Details of Promoters holding shares:-
Name of Shareholder As at 30.09.2025 As at 31.03.2025 As At 31.03.2024 As At 31.03.2023
Vinod Gupta
Number of Shares 5,915,000 5,915,000 5 ,915,000 5,000
% of Holding 48.40% 48.40% 48.40% 50.00%
Arnima Gupta
Number of Shares 5,915,000 5,915,000 5 ,915,000 5,000
% of Holding 48.40% 48.40% 48.40% 50.00%
Percentage Change in Promoters shareholding:-
Name of Shareholder As at 30.09.2025 As at 31.03.2025 As At 31.03.2024 As At 31.03.2023
Vinod Gupta 0.00% 0.00% -1.60% 0.00%
Arnima Gupta 0.00% 0.00% -1.60% 0.00%
F8Armour Security (India) Limited
(Formerly known as Armour Security India Private Limited)
B-87,2nd Floor,Defence Colony,New Delhi-110024
CIN U74920DL1999PTC101313
Annexure - 1.2
Reserves And Surplus
(₹ in Lakhs)
As At 30.09.2025 As At 31.03.2025 As At 31.03.2024 As At 31.03.2023 As At 31.03.2022
Particulars
a. Securities Premuim Account
Opening Balance 156.00 156.00 - - -
Add : Premium on issue of equity shares - - 156.00 - -
Closing Balance 156.00 156.00 156.00 - -
b. Surplus in Statement of Profit & Loss A/c
Opening balance 465.17 67.82 348.06 124.97 105.98
(+) Net Profit For the current year 290.45 397.35 261.76 225.66 29.13
(+) Add: Earlier Year Adjustment - - (2.57) (10.14)
: Less Bonus Shares Issued - - (542.00) - -
Net Surplus in Statement of Profit and Loss 755.62 465.17 67.82 348.06 124.97
Total 911.62 621.17 223.82 348.06 124.97
Annexure - 1.3
Long Term Borrowings (₹ in Lakhs)
As At 30.09.2025 As At 31.03.2025 As At 31.03.2024 As At 31.03.2023 As At
Particulars
31/03/2022
(a) Term loans (Refer I.3.1)
Rupee Term Loan 249.91 247.36 102.12 34.15
Working capital Term Loan-ECLGS
(b) Other loans and advances
Vehicle Loan 11.35 15.72 19.78 9.16 6.74
(Secured By hypothecation of the Vehicle)
(c) Loans from Related Parties 3.01 3.01 3.01 42.12 63.29
Cuurent maturities of long term borrowings -82.55 -77.75 -15.08
Total Borrowings 181.72 188.34 109.83 85.43 70.03
Secured Loans
From Banks (Refer Note I.3.1) 90.28 108.93 54.78 9.16 6.74
Unsecured Loans
Loan from banks 170.98 154.15 67.12 34.15
Loans & Advances from related parties 3.01 3.01 3.01 42.12 63.29
Cuurent maturities of long term borrowings -82.55 -77.75 -15.08
Total Borrowings 181.72 188.34 109.83 85.43 70.03
F9Note I.3.1 Additional information to secured Long term Borrowings
(₹ in Lakhs)
Outstanding
Commencement Terms of Sanction
Particulars Nature Of Securities* Purpose Rate of Interest End date Amount as on
date Repayment Amount
30-09-25
For the purchase 36 Monthly
HDFC Car loan Vehicle Loan 10.5% p.a 24.07.2023 05.08.2026 20.00 6.79
of Motor Vehicle Installments
For the purchase 48 Monthly
ICICI Bank Vehicle Loan 7.9% p.a 23.05.2022 05.06.2026 5.30 1.13
of Motor Vehicle Installments
Unsecured - Collateral -
Property Plot No-B-105,
Second floor, (rear side Sanction ROI:
portion), near kotla 10.50% p.a 84 Monthly
Tata Capital Finance Ltd. Loan No.87000531 Business Loan 04.01.2024 01.01.2031 68.76 52.39
mubarakpur road light Current ROI: Installments
defence colony, new 10.95% p.a
delhi - 110024(Personal
property of Director)
For the purchase 84 Monthly
Union Bank of India Vehicle 9.75% p.a Floating 01.06.2024 01.05.2031 4.00 3.42
of Motor Vehicle Installments
Working 36 Monthly
Deutsche Bank Loan Business Loan 13.75% p.a 05.01.2025 05.12.2027 100 78.94
Capital/Current Assets Installments
36 Monthly
Idfc First Bank Loan Unsecured Business Loan 15.25% p.a 03.01.2025 03.12.2027 51 40.33
Installments
24 Monthly
Poonawala Fincorp Limited Unsecured Business Loan 15.75% p.a 03.01.2025 03.12.2026 50.11 33.13
Installments
36 Monthly
Tata Capital Limited -0086019955 OD Unsecured Business Loan 15.5% p.a 30.11.2025 29.11.2027 60.15 45.11
Installments
F10Armour Security (India) Limited
(Formerly known as Armour Security India Private Limited)
B-87,2nd Floor,Defence Colony,New Delhi-110024
CIN U74920DL1999PTC101313
Annexure - 1.4
Restated Statement of Long Term Provisions (₹ in Lakhs)
Particulars As At 30.09.2025 As At 31.03.2025 As At 31.03.2024 As At 31.03.2023
Provisions for Leave Encashment - - - -
Provisions for Gratuity 21.22 20.71 1 8.43 24.21
Total 21.22 2 0.71 1 8.43 2 4.21
Annexure - 1.5
Restated Statement of Short Tem Borrowings (₹ in Lakhs)
Particulars As At 30.09.2025 As At 31.03.2025 As At 31.03.2024 As At 31.03.2023
Loan repayable on demand (Refer Note I.6.1)
(a) From Banks 336.82 202.47 5 5.15 -
(b) Current Maturities of long term debts 8 2.55 77.75 1 5.08 -
Total Borrowings - - -
Secured loans
From Banks -
Current Maturities of long term debts -
Unsecured loans
From Banks 336.82 2 02.47 5 5.15 -
Current Maturities of long term debts 82.55 7 7.75 1 5.08 -
Total 419.37 2 80.22 7 0.23 -
Note I.5.1 Additional information to Loan Repayable on demand
(₹ in Lakhs)
Particulars Nature Of Securities* Purpose Rate of Interest Comm de an tc ee ment RT ee pr am yms o ef n t S Aa mnc ot uio nn t AmO ou ut 0nst 9ta -an 2sd 5 oin ng 3 0-
Secured: Deutsche bankC ash Credit / BG Mortgage by deposit of title Business Loan MBOR+2.5 % p.a 30.08.2023 and revised Recallable on 495.00 3 36.82
deeds pertaining to amendment letter dated demand
residential property bearing 28.07.2025 without
plot no-c - 589, 2nd floor, notice or
defence colony, new delhi - reason
110024 held in the name of
Arnima gupta.
FD @10% cash margin for
BG
F11Armour Security (India) Limited
(Formerly known as Armour Security India Private Limited)
B-87,2nd Floor,Defence Colony,New Delhi-110024
CIN U74920DL1999PTC101313
Annexure - 1.6
Trade Payable
(₹ in Lakhs)
Particulars As At 30.09.2025 As At 31.03.2025 As At 31.03.2024 As At 31.03.2023 As At 31.03.2022
Micro, Small and Medium Enterprises - - - -
Others 15.63 13.69 7 4.64 412.70 397.39
Total 15.63 1 3.69 7 4.64 4 12.70 3 97.39
(a) Ageing schedule:
Balance as at 30.09.2025 (₹ in Lakhs)
Particulars Not due Less than 1 year 1-2 years 2-3 years More than 3 years Total
(i) MSME - -
(ii) Others - 13.74 1 .89 - - 15.63
(iii) Disputed dues - MSME - - - - - -
(iv) Disputed dues - Others - - - - - -
Total - 13.74 1 .89 - - 15.63
Balance as at 31.03.2025 (₹ in Lakhs)
Particulars Not due Less than 1 year 1-2 years 2-3 years More than 3 years Total
(i) MSME - - - - - -
(ii) Others - 11.88 1 .81 - 13.69
(iii) Disputed dues - MSME - - - - - -
(iv) Disputed dues - Others - - - - - -
Total - 11.88 1 .81 - - 13.69
Balance as at 31.03.2024 (₹ in Lakhs)
Particulars Not due Less than 1 year 1-2 years 2-3 years More than 3 years Total
(i) MSME - - - - - -
(ii) Others - 24.72 - - 49.92 74.64
(iii) Disputed dues - MSME - - - - - -
(iv) Disputed dues - Others - - - - - -
Total - 24.72 - - 49.92 74.64
Balance as at 31.03.2023 (₹ in Lakhs)
Particulars Not due Less than 1 year 1-2 years 2-3 years More than 3 years Total
(i) MSME - - - - - -
(ii) Others - 113.19 2 49.59 49.92 - 412.70
(iii) Disputed dues - MSME - - - - - -
(iv) Disputed dues - Others - - - - - -
Total - 113.19 2 49.59 49.92 - 412.70
(b) Dues payable to Micro and Small Enterprises: (₹ in Lakhs)
Particulars As At 31.03.2025 As At 31.03.2024 As At 31.03.2023 As At
31.03.2022
Principal amount remaining unpaid to any supplier as at the year end - - - -
Interest due on the above mention principal amount remaining unpaid to any supplier as at the year end
- - - -
Amount of the interest paid by the Company in terms of Section 16 - - - -
Amount of the interest due and payable for the period of delay in making payment but without adding the
interest specified under the MSMED Act - - - -
Amount of interest accrued and remaing unpaid at the end of the accounting year - - - -
Annexure - 1.7
Other Current Liabilities (₹ in Lakhs)
Particulars As At 30.09.2025 As At 31.03.2025 As At 31.03.2024 As At 31.03.2023 As At 31.03.2022
Advance From Customer 5.02 5.02 5 .02 230.77 176.09
Total 5.02 5 .02 8 .84 2 30.77 1 76.09
Annexure - 1.8
Short Term Provisions (₹ in Lakhs) (₹ in Lakhs)
Particulars As At 30.09.2025 As At 31.03.2025 As At 31.03.2024 As At 31.03.2023 As At 31.03.2022
Provision for tax (Net of Advance Tax) 71.60 106.94 9 5.54 56.21 15.67
Provision for Employee Benefits, Indirect Tax and others expenses 269.31
1 28.24 4 31.28 325.43 344.49
Provision for GST and other Payable 79.70 138.27 9 5.36 67.25 43.94
Provision for gratuity 13.04 12.45 1 1.44
Total 433.65 3 85.90 6 33.62 4 48.89 404.10
F12Armour Security (India) Limited
(Formerly known as Armour Security India Private Limited)
B-87,2nd Floor,Defence Colony,New Delhi-110024
CIN U74920DL1999PTC101313
Annexure - 1.9: Restated property, plant, and equipment (₹ in Lakhs)
Gross Block Accumulated Depreciation Net Block
Fixed Assets Balance as at 1st April 2025 Additions Disposals Balance as at 30.09.2025 Balance as at 01.04.2025 Depreciation charge for the year On disposals Balance as at 30.09.2025 Balance as at 30.09.2025 Balance as at 31.03.2025
FURNITURE & FIXTURES 26.00 .08 26.08 23.44 .33 23.78 2.30 2.56
MOBILE PHONE 6.12 6.12 3.39 .25 3.63 2.49 2.74
AIR CONDITIONER 6.18 6.18 4.47 .16 4.62 1.56 1.71
EQUIPMENTS 89.87 .49 90.36 65.03 2.28 67.31 23.05 24.83
INVERTER 4.33 4.33 3.05 .12 3.17 1.16 1.28
SCOOTER .59 .59 .54 .01 .55 .05 .05
BATTERY .16 .16 .02 .02 .14 .14
TELEVISION 3.38 3.38 2.47 .08 2.55 .82 .91
METAL DETECTOR 30.82 30.82 23.31 .68 23.99 6.84 7.52
COMPUTER 8.30 8.30 7.96 .11 8.07 .23 .34
CAR 174.98 174.98 139.30 4.58 143.88 31.10 35.68
LAND 690.89 690.89 .00 .00 .00 690.89 690.89
TOTAL 1041.63 .57 1042.20 272.98 8.58 281.56 760.64 768.65
(₹ in Lakhs)
Gross Block Accumulated Depreciation Net Block
Fixed Assets Balance as at 1st April 2024 Additions Disposals Balance as at 31.03.2025 Balance as at 1.04.2024 Depreciation charge for the year On disposals Balance as at 31.03.2025 Balance as at 31.03.2025 Balance as at 31.03.2024
FURNITURE & FIXTURES 25.44 .56 26.00 22.61 .83 23.44 2.56 2.83
MOBILE PHONE 6.12 6.12 2.78 .60 3.39 2.74 3.34
AIR CONDITIONER 5.45 .73 6.18 4.16 .31 4.47 1.71 1.29
EQUIPMENTS 89.15 .71 89.87 59.63 5.40 65.03 24.83 29.52
INVERTER 4.17 .16 4.33 2.78 .27 3.05 1.28 1.39
SCOOTER .59 .59 .52 .02 .54 .05 .07
BATTERY .16 .16 .02 .14
TELEVISION 3.38 3.38 2.27 .20 2.47 .91 1.11
METAL DETECTOR 30.82 30.82 21.64 1.66 23.31 7.52 9.18
COMPUTER 7.97 .33 8.30 7.70 .26 7.96 .34 .27
CAR 168.60 6.38 174.98 127.18 12.13 139.30 35.68 41.43
LAND 640.00 51.21 .32 690.89 - - - - 690.89 640.00
TOTAL 981.70 60.25 .32 1041.63 251.27 21.71 272.98 768.65 730.43
(₹ in Lakhs)
Fixed Assets Gross Block Accumulated Depreciation Net Block
Balance as at 1st April 2023 Additions Disposals Balance as at 31.03.2024 Balance as at 01.04.2023 Depreciation charge for the year On disposals Balance as at 31.03.2024 Balance as at 31.03.2024 Balance as at 31.03.2023
FURNITURE & FIXTURES 25.26 .18 25.44 21.68 .93 22.61 2.83 3.58
MOBILE PHONE 2.84 3.28 6.12 2.11 .67 2.78 3.34 .73
AIR CONDITIONER 5.45 5.45 3.87 .29 4.16 1.29 1.58
EQUIPMENTS 88.39 .77 89.15 53.27 6.37 59.63 29.52 35.12
INVERTER 4.17 4.17 2.47 .31 2.78 1.39 1.70
SCOOTER .59 .59 .49 .03 .52 .07 .10
TELEVISION 2.95 .43 3.38 2.07 .20 2.27 1.11 .88
METAL DETECTOR 30.82 30.82 19.62 2.03 21.64 9.18 11.21
COMPUTER 7.85 .12 7.97 7.29 .41 7.70 .27 .55
CAR 135.60 33.00 168.60 116.18 11.00 127.18 41.43 19.42
LAND 640.00 640.00 640.00
TOTAL 303.92 677.78 - 981.70 229.05 22.22 251.27 730.43 74.87
(₹ in Lakhs)
Fixed Assets Gross Block Accumulated Depreciation Net Block
Balance as at 1st April 2022 Additions Disposals Balance as at 31.03.2023 Balance as at 01.04.2022 Depreciation charge for the year On disposals Balance as at 31.03.2023 Balance as at 31.03.2023 Balance as at 31.03.2022
FURNITURE & FIXTURES 25.26 25.26 20.43 1.25 21.68 3.58 4.83
MOBILE PHONE 2.69 .15 .00 2.84 1.97 .14 - 2.11 .73 .72
AIR CONDITIONER 4.89 .56 .00 5.45 3.55 .32 - 3.87 1.58 1.33
EQUIPMENTS 85.04 3.35 .00 88.39 45.72 7.55 - 53.27 35.12 39.32
INVERTER 4.17 .00 4.17 2.10 .38 - 2.47 1.70 2.07
SCOOTER .59 .59 .46 .03 .49 .10 .13
TELEVISION 2.89 .05 2.95 1.89 .18 2.07 .88 1.00
METAL DETECTOR 30.82 30.82 17.14 2.48 19.62 11.21 13.69
COMPUTER 7.36 .48 7.85 6.90 .39 7.29 .55 .46
CAR 129.17 6.43 135.60 109.65 6.53 116.18 19.42 19.52
TOTAL 292.89 11.03 - 303.92 209.81 19.25 - 229.05 74.87 83.08
F13Armour Security (India) Limited
(Formerly known as Armour Security India Private Limited)
B-87,2nd Floor,Defence Colony,New Delhi-110024
CIN U74920DL1999PTC101313
Annexure - 1.10
Deffered Tax Assets (₹ in
Lakhs)
Particulars As At 30.09.2025 As At 31.03.2025 As At 31.03.2024 As At 31.03.2023
Deferred Tax Assets (Net) 20.74 19.57 18.98 17.34
Total 20.74 19.57 18.98 17.34
Annexure - 1.11
Other Non Current Assets (₹ in Lakhs)
Particulars As At 30.09.2025 As At 31.03.2025 As At 31.03.2024 As At 31.03.2023
Security Deposits 67.77 87.01 95.89 61.65
Advances to Directors/Relatives (against Future Services) 518.59
4 53.59 305.01 117.36
Fixed Deposit (Against Bank Guarantees)'
More than 12 months 77.23 31.13 155.48 202.46
Loan to Employees 464.66 331.12
Total 1,128.25 902.85 556.38 381.47
Annexure - 1.12
Trade receivables (₹ in Lakhs)
Particulars As at 30.09.2025 As At 31.03.2025 As At 31.03.2024 As At 31.03.2023
Secured, Considered good
Unsecured, Considered good* 729.27 6 48.04 774.51 925.56
Doubtful 249.26 2 42.64
978.53 8 90.68 774.51 9 25.56
Less: Provision for Bad and Doubtful debts (72.43) (79.03) - -
Total 906.10 811.65 774.51 9 25.56
*Includes unbilled Receivables
Age of receivables
Balance as at 30.09.2025 (₹ in Lakhs)
Less than More than
Particulars 6 Months- 1 year 1-2 years 2-3 years Total
6 months 3 years
Undisputed
Trade receivables - Considered good 707.25 2.28 19.74 729.27
Trade receivables - doubtful debt -
Disputed -
Trade receivables - Considered good 15.14 20.21 213.91 249.26
Trade receivables - doubtful debt
Total 707.25 2 .28 34.88 2 0.21 213.91 978.53
Balance as at 31.03.2025
Less than More than
Particulars 6 Months- 1 year 1-2 years 2-3 years Total
6 months 3 years
Undisputed
Trade receivables - Considered good 601.41 26.58 20.05 - 648.04
Trade receivables - doubtful debt - - - -
Disputed -
Trade receivables - Considered good - 3.99 8.53 17.17 212.96 242.65
Trade receivables - doubtful debt -
Total 601.41 3 0.57 28.58 1 7.17 212.96 890.69
Balance as at 31.03.2024 (₹ in Lakhs)
Less than More than
Particulars 6 Months- 1 year 1-2 years 2-3 years Total
6 months 3 years
Undisputed
Trade receivables - Considered good 503.52 0.95 504.47
Trade receivables - doubtful debt - - -
Disputed -
Trade receivables - Considered good - 34.40 15.11 220.53 270.04
Trade receivables - doubtful debt - - -
Total 503.52 - 3 5.35 1 5.11 220.53 774.51
F14Balance as at 31.03.2023 (₹ in Lakhs)
Less than More than
Particulars 6 Months- 1 year 1-2 years 2-3 years Total
6 months 3 years
Undisputed
Trade receivables - Considered good 653.20 3.29 1.79 658.28
Trade receivables - doubtful debt - - - -
Disputed -
Trade receivables - Considered good - - 32.00 235.28 267.28
Trade receivables - doubtful debt - - - - -
Total 653.20 3 .29 33.79 2 35.28 925.56
Annexure - 1.13
Cash and Bank Balance (₹ in Lakhs)
Particulars As at 30.09.2025 As At 31.03.2025 As At 31.03.2024 As At 31.03.2023
Cash and Bank Balance
Bank Balance
(i) In current accounts 9.35 5 0.08 164.17 33.10
(ii) In fixed deposit
a) Less than 3 months - -
b) 3 to 12 months
(iii) In foreign currency account - -
Cash on Hand 14.72 0.60 9.05 9.10
Cheque in Hand - -
Forex Card -
Total 24.07 50.68 173.22 42.20
Annexure - 1.14
Short Term Loans And Advances (₹ in Lakhs)
Particulars As at 30.09.2025 As At 31.03.2025 As At 31.03.2024 As At 31.03.2023
Loans and Advances to others
Advance to Suppliers 112.27 1.15 17.00 14.03
Advance to Employees 39.35 - - -
Others 8.79 6.43 14.87 16.24
Total 160.41 7.58 3 1.87 30.27
Annexure - 1.15
Other Current Assets (₹ in Lakhs)
Particulars As at 30.09.2025 As At 31.03.2025 As At 31.03.2024 As At 31.03.2023
Advance Payments - Credit Card 1.12 12.31 -
Other receivables - - 0 .05 -
Unbilled - 4 7.37 - -
Prepaid expenses 0.02 0.86 1.19 0.26
Imprest - Staff/Employee 52.34 - - -
Balance With Revenue Authorities 156.55 1 27.84 62.47 79.09
Total 210.03 176.07 76.02 79.35
F15Armour Security (India) Limited
(Formerly known as Armour Security India Private Limited)
B-87,2nd Floor,Defence Colony,New Delhi-110024
CIN U74920DL1999PTC101313
Annexure - 2.1
Revenue from operations (₹ in Lakhs)
For the half year ended For the year ended For the year ended For the year ended
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
Revenue from Integrated facility management Services 431.39 744.94 9 23.53 1 ,092.82
Revenue from Security and other Manpower Services 1536.46 2 ,820.60 2 ,369.77 1 ,791.82
Total 1967.85 3 ,565.54 3 ,293.29 2 ,884.64
*Note: Geographical Revenue Bifurcation (₹ in Lakhs)
For the half year ended For the year ended For the year ended For the year ended
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
Domestic services 1967.85 3 ,565.54 3 ,293.29 2 ,884.64
Export services - - - -
Total 1967.85 3 ,565.54 3 ,293.29 2 ,884.64
*Note Countrywise Revenue Bifurcation (₹ in Lakhs)
For the half year ended For the year ended For the year ended For the year ended
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
India 1,967.85 3 ,565.54 3,293.29 2 ,884.64
Total 1,967.85 3 ,565.54 3,293.29 2 ,884.64
*Note Productwise Revenue Bifurcation (₹ in Lakhs)
For the half year ended For the year ended For the year ended For the year ended
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
Integrated facility management Services 431.39 7 44.94 923.53 1 ,092.82
Security and other Manpower Services 1536.46 2 ,820.60 2,369.77 1 ,791.82
Total 1,967.85 3 ,565.54 3,293.29 2 ,884.64
Annexure - 2.2
Other income (₹ in Lakhs)
For the half year ended For the year ended For the year ended For the year ended
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
Interest Received 3 .04
Interest on Fixed Deposit 1.45 3 .51 12.10 1 0.95
Other Income 6 .56 1.67 0 .45
Profit on sale of fixed assets 1 .40
Old Liabilities written back 7 9.03 1 .04
Total 1.45 9 0.50 16.81 1 2.44
Note:
Interest income comprises :
Interest on Bank Deposits 1.45 3.51 12.10 1 0.95
Total 1.45 3 .51 12.10 1 0.95
F16Annexure - 2.3
Employee benefits expense (₹ in Lakhs)
For the half year ended For the year ended For the year ended For the year ended
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
(a) Salaries and wages 1314.62 2 ,449.12 2,490.92 2 ,248.63
(b) Staff welfare expenses 10.4 3 8.66 3.09 3 .67
(c) Contributions to Provident and other funds 89.70 2 74.79 149.90 1 83.57
(d) Gratuity Expense 1.09 3 .29 5.66 2 .75
Total 1415.81 2 ,765.86 2,649.57 2 ,438.62
Annexure - 2.4
Finance costs (₹ in Lakhs)
For the half year ended For the year ended For the year ended For the year ended
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
Interest Expense 31.45 2 7.53 9.71 2 .02
Other borrowing costs; bank Charges 2.97 7 .17 2.37 1 .43
Total 34.42 3 4.70 12.08 3 .45
Annexure - 2.5
Depreciation (₹ in Lakhs)
For the half year ended For the year ended For the year ended For the year ended
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
Depreciation 8.58 2 1.71 22.22 1 9.25
Total 8.58 2 1.71 22.22 1 9.25
F17Annexure - 2.6
Other expenses (₹ in Lakhs)
For the half year ended For the year ended For the year ended For the year ended
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
INDIRECT EXPENSES
Business promotional Expenses 2.51 11.88 2.21 3.67
Bad Debts and provision - 83.99 40.82 4.84
Vehicle Insurance 1.01 1.49 .61 .84
Consumable Items 19.50 23.52 34.68 24.07
Conveyance Expenses 2.51 8.31 2.84 4.46
Donation .11 .05 .05
Electricity & Water Expenses 3.08 6.45 5.49 4.95
Interest on late payment of income tax 0.08 11.64
Late Fees on GST/TDS/PT 0.1 .13 .07 .24
Interest on late payment of GST 1.39 5.75 4.66 4.26
Festive /Diwali Expenses 2.53 1.44 2.31
Miscellaneous Expenses 27.11 36.06 3.46 .36
Newspaper /Advertisement Expenses 0.02 .02 .02 .05
Office Expenses 0.72 5.20 .66 2.07
PWD- Late Payment Recovery .91
Late filing TDS / Demand 4.20
Software Rent 0.22 .62 .40 .40
Freight & Forwarding Charges 0.16 .42 .16 .25
Printing & Stationery Expenses 1.28 1.98 1.54 2.38
ROC Fees .46 .10 .03
ROC Additional Fees .04
Rent 21.65 36.74 31.17 30.07
Repair & Maintenance 0.58 6.13 4.48 5.23
Security Services 3.57
Service Charge on Manpower Supply 2.95 14.56
Short & Excess - 1.45 .47 .92
Tour & Travelling 3.83 8.09 9.11 5.87
Telephone & Internet /Website Devloping Exp. 0.9 2.30 1.65 1.50
Tender Fees & Forms 1.83 2.33 18.08 1.77
Vehicle Running & Maintenance 0.8 4.21 4.91 4.54
Postage & Telegram 0.4 .39 .36 .29
Processing Fees 1.66
Membership Fees /Subscriptions 0.49 .58 .05 .25
Appeal fees 4.57 2.14
Parking & Toll Tax 0.12 .26 .07 .09
EPF damages & interest 0.7 6.80 6.06 .00
Damages under EPF Act 1.60
EPF Arrear 21-22 .17 1.45
Legal & Professional Charges 12.99 20.51 85.27 9.51
Insurance .54 .78
Late fee on Professional Tax .12 .06
Interest on late payment of TDS 0.08 .07 .05
E Stamping Certificate charges 1.38
Penalty on E Stamping .04
Commission and brokerage 6.25 .38
Payment to auditors:
Statutory audit 3 6.00 3.00 1.50
Tax audit 0.9 1.80 1.00 .50
TOTAL 122.35 302.82 276.43 134.21
F18Annexure - 2.7
Earning Per Equity Share
For the half year ended For the year ended For the year ended For the year ended
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
Before Exceptional Itmes
1.Net Profit after tax as per Statement of Profit and Loss attributable to
290.45 397.35 261.76 2 25.66
Equity Shareholders (Rs. in Lakhs)
2.Number of equity shares outstanding [Original] 12,220,000 12,220,000 1 2,220,000 1 0,000
3. Weighted Average number of equity shares used as denominator for
calculating EPS 12,220,000 12,220,000 7,130,822 5,430,000.00
(After considering Bonus impact with retrospective effect)
4. Basic Earning per Share (On Face value of Rs. 10/ per share) 2.38 3.25 3.67 4.16
For and on behalf of
For PDMS And Co. LLP For and on behalf of the Board of Directors
Firm No. 019621C F o r A r m o u r S e c u r i t y ( I n d i a ) L i m i t e d
Sd/- Sd/-
Sd/- Brij Bhushan Gupta Arnima Gupta
CA Sachin Pathak (Director) (Director)
Membership No.099065 DIN: 10954912 DIN: 02212966
Place: Mumbai Place:Delhi Place: Delhi
Date: 30.12.2025 Date: 30.12.2025 Date: 30.12.2025
UDIN :26099065YPRMMB9509
Sd/- Sd/-
Subodh Jindal Shakshi Mishra
(CFO) (Company Secretary)
PAN: XXXXX5403R MN:ACS 57243
F19Armour Security (India) Limited
(Formerly known as Armour Security India Private Limited)
B-87,2nd Floor,Defence Colony,New Delhi-110024
CIN U74920DL1999PTC101313
ANNEXURE-IV
1 Summary Of Material Accounting Policies
1.1 Basis of Preparation of Financial Statements
The Financial Statements are prepared and presented in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis of accounting. GAAP comprises mandatory accounting standards as specified in the
Company (Accounting Standards) Rules 2014, the provisions of the Companies Act, 2013. Accounting policies have been consistently applied in preparation and presentation of financial statements.
In addition, in accordance with the ICDR Regulations and the Guidance Note, certain adjustment have been incorporated for alignment of accounting policies, rectification of errors and regroupings across the different periods for the preparation of the restated financials information
for the years ended 31st March 2023, 31st March 2024, 31st March 2025 and half year ended 30th September 2025 based on the accounting policies followed by the company for the preparation of its special purpose financial statements. All amount included in the financial
statements are reported in Indian rupee. Lakhs except shares and per share data, unless otherwise stated. Amount presented as “0” are non – zero numbers rounded off in Rs lakh. Due to rounding off, the numbers presented throughout the document may not add up precisely to the
totals and percentages may not precisely reflect the absolute figures. For the purpose of preparation of the restated financials information, various figures of financial statement have been regrouped or reclassified wherever necessary.
1.2 Use of Estimates
The preparation of Financial Statements in conformity with the generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of
revenues and expenses during the reporting period. Management believes that the estimates and assumptions used in the preparation of financial statements are prudent and reasonable. Actual results could differ from those estimates. Any difference between the actual results and
estimates are recognized in the period in which the results are known / materialize. Any revision to accounting estimates is recognized prospectively in the current and future periods.
1.3 Presentation & Disclosure of Financial Statements
All assets and liabilities have been classified as current & non-current as per company’s normal operating cycle and other criteria set out in the Schedule III of the Companies Act, 2013. Based on the nature of services and time between acquisition of assets for rendering of services
and their realization in cash and cash equivalents, operating cycle is less than 12 months. However, for the purpose of current / non- current classification of assets and liabilities, period of 12 months have been considered as normal operating cycle.
1.4 Property, Plant and Equipment and Depreciation
i. Property, plant and equipment are stated at cost of acquisition / construction less accumulated depreciation and accumulated impairment losses, if any. Gross carrying amount of all property, plant and equipment are measured using cost model.
ii. Cost of an item of property, plant and equipment includes purchase price including non - refundable taxes and duties, borrowing cost directly attributable to the qualifying asset, any costs directly attributable to bringing the asset to the location and condition necessary for its
intended use and the present value of the expected cost for the dismantling/decommissioning of the asset.
iexpenditure and cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses are incurred.
iii. Property, plant & equipment are eliminated from financial statements either on disposal or when retired from active use. Assets held for disposal are stated at net realizable value. Losses arising in the case of retirement of property, plant and equipment and gains or losses arising
from disposal of property, plant & equipment are recognized in the statement of profit and loss in the year of occurrence.
iv. Depreciation
• Depreciation on property, plant and equipment is provided on a Written down value (WDV) over their useful lives which is in consonance of useful life mentioned in Schedule II to the Companies Act, 2013
• Depreciation methods, useful lives and residual values are reviewed periodically, including at the end of each financial year and adjusted prospectively.
• In case of assets purchased, sold or discarded during the year, depreciation on such assets is calculated on pro-rata basis from the date of such addition or as the case may be, upto the date on which such asset has been sold or discarded.
Gains or losses arising from derecognition of property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the Statement of Profit and Loss when the asset is derecognized.
1.5Leases
Lease arrangements where risks and rewards incidental to ownership of an asset substantially vest with the lessor are classified as operating lease.
Rental expenses on assets obtained under operating lease arrangements are recognized on a straight-line basis as an expense in the Statement of Profit and Loss over the lease term of respective lease arrangement unless there is another systematic basis which is more representative
of the time pattern of the lease
1.6Impairment
The carrying amounts of assets are reviewed at each balance sheet date for any indication of impairment based on internal / external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the
greater of the asset’s net selling price and value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Based on the assessment done at each balance sheet date,
recognised impairment loss is further provided or reversed depending on changes in circumstances. After recognition of impairment loss or reversal of impairment loss as applicable, the depreciation charge for the property, plant and equipment is adjusted in future periods to
allocate the asset’s revised carrying amount, less its residual value (if any), on a systematic basis over its remaining useful life. If the conditions leading to recognition of impairment losses no longer exist or have decreased, impairment losses recognized are reversed to the extent it
does not exceed the carrying amount that would have been determined after considering depreciation / amortization had no impairment loss been recognized in earlier years.
1.7 Investments:
Investments that are readily realizable and intended to be held for not more than a year from the date on which such investments are made are classified as current investments. All other investments are classified as long-term investments. On initial recognition, all investments are
measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties. If an investment is acquired, or partly acquired, by the issue of shares or other securities, the acquisition cost is the fair value of the securities
issued. If an investment is acquired in exchange for another asset, the acquisition is determined by reference to the fair value of the asset given up or by reference to the fair value of the investment acquired, whichever is more clearly evident. Current investments are carried at
lower of cost and fair value determined on an individual investment basis. Long term investments are carried at cost. However, provision for diminution in value of long term investments is made to recognise a decline, other than temporary, on an individual investment basis.
Investment transactions are accounted for on a trade date basis. In determining the holding cost of investments and the gain or loss on sale of investments, the ‘weighted average cost’ method is followed.
F201.8 Cash and Bank balances
Cash and bank balances include cash in hand, cheque on hand, bank balances and deposits with banks with maturity period less than 12 months (other than on lien)
1.9 Cash Flow Statement
Cash Flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or
financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.
1.10 Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, in accordance with Accounting Standard (AS) 9 – Revenue Recognition. Revenue from security personnel, facility management
and other manpower services, including deployment of security personnel and related services, is recognised on an accrual basis as and when the services are rendered, in accordance with the terms of the contracts entered into with customers.
1.11 Other Income
Interest income: Interest income is recognized on time proportion basis taking into account the amount outstanding and rate applicable.
Other Income - It is recognised when It is accrued
1.12 Foreign Currency Transactions
(i)Initial recognition - Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction.
(ii)Conversion -As at balance sheet date, foreign currency monetary items are translated at closing exchange rate. Foreign currency non-monetary items are carried at historical cost using exchange rate on the date of transaction.
Exchange Difference Exchange difference arising on settlement or translation of foreign currency monetary items are recognized as income or expense in the year in which they arise except to the extent exchange differences are regarded as an adjustment to interest cost and treated
in accordance with Accounting Standard 16- Borrowing Cost
1.13 Retirement and other Employee Benefit
(i) Short term employee benefit
All employee benefits falling due wholly within twelve months of rendering the service are classified as short term employee benefits and they are recognised as an expense at the undiscounted amount in the Statement of Profit and Loss in the period in which the employee renders
the related service. These benefits include short term compensated absences such as paid annual leave. The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognized as an expense during the
period. Benefits such as salaries and wages, etc. and the expected cost of the bonus / ex-gratia are recognised in the period in which the employee renders the related service.
(ii) Post employment
a) Defined Contribution Plan:The defined contribution plan is post-employment benefit plan under which Company contributes fixed contribution to a government administered fund and will have no obligation to pay further contribution. The Company’s defined contribution plan
comprises of Provident Fund and Employee State Insurance Scheme. The Company’s contribution to defined contribution plans are recognized in the Statement of Profit and Loss in the period in which the employee renders the related service.
b) Defined Benefit Plan: The Company’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, after discounting the same. The calculation of
defined benefit obligations is performed annually by an independent qualified actuary using the projected unit credit method.
`.
1.14 Taxes
(i) Current Tax : Tax expenses comprises of current tax, deferred tax charge or credit, minimum alternative tax and adjustments of taxes for earlier years. Provision for current tax is made as per the provisions of Income Tax Act, 1961.
(ii)Deferred Tax : Deferred tax charge or credit reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years and are measured based on the tax rates and the tax laws enacted or
substantively enacted at the balance sheet date.
Deferred tax assets are recognised only to the extent there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the Company has unabsorbed depreciation or carry forward tax losses,
all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits. Deferred tax assets are reviewed for the appropriateness of their respective carrying amounts at each balance sheet date.
At each balance sheet date the Company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax assets to the extent that it has become reasonably/virtually certain as the case may be that sufficient future taxable income will be available against which
such deferred tax assets can be realized.
1.15 Borrowing Cost
Borrowing costs that are directly attributable to the acquisition, construction or development of a qualifying asset are capitalized as part of the cost of the respective asset till such time the asset is ready for its intended use. A qualifying asset is an asset which necessarily takes a
substantial period of time to get ready for its intended use. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest, exchange difference arising from foreign currency borrowings to the extent they are treated as an adjustment to
the borrowing cost and other costs that an entity incurs in connection with the borrowing of funds.
1.16 Earnings Per Share
Basic earnings per share are calculated by dividing the net profit or loss (after tax) for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the
period and all periods presented is adjusted for events of bonus issue and share split. For the purpose of calculating diluted earnings per share, the net profit or loss (after tax) for the year attributable to equity shareholders and the weighted average number of equity shares
outstanding during the year are adjusted for the effects of all dilutive potential equity shares. Diluted earnings per share are calculated after adjusting effects of potential equity shares (PES).PES are those shares which will convert into equity shares at a later stage. Profit / loss is
adjusted by the expenses incurred on such PES. Adjusted profit/loss is divided by the weighted average number of ordinary plus potential equity share.
F211.17 Segment Reporting
A reportable segment is a business segment or a geographical segment identified on the basis of foregoing definitions for which segment information is required to be disclosed by this Standard.
The basic factor for Business segment is the nature of the Services for the Company. Which is a distinguishable component that is engaged in providing an individual product or a group of related products and that is subject to risks and returns that are different from those of other
business segments or as a whole Business.
The basic factor Geographical segment, for the Company, is relationships between operations in different geographical areas in terms of India and Outside India., which is a distinguishable component that is engaged in providing products or within a particular economic
environment and that is subject to risks and returns that are different from those of components operating in other economic environments.
1.18 Provisions and Contingent liabilities and asset
A provision is recognised when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present
value (except retirement benefits) and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. A disclosure for a contingent liability is made
when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources is remote, no provision or disclosure is made.
A Contingent Asset is neither recognised nor disclosed in the financial statements.
1.19 Events after Balance Sheet
Events occurring after the balance sheet date that indicate that an asset may have been impaired, or that a liability may have existed, at the balance sheet date are, therefore, taken into account in identifying contingencies and in determining the amounts at which such contingencies
are included in financial statements
For and on behalf of For and on behalf of the Board of Directors
For PDMS And Co. LLP For Armour Security (India) Limited
Firm No. 019621C S d / - S d / -
Brij Bhushan Gupta Arnima Gupta
(Director) (Director)
Sd/- DIN: 10954912 DIN: 02212966
CA Sachin Pathak Place:Delhi Place: Delhi
Date: 30.12.2025 Date: 30.12.2025
Membership No.099065
Place: Mumbai Sd/- Sd/-
Date: 30.12.2025 Subodh Jindal Shakshi Mishra
UDIN :26099065YPRMMB9509 (CFO) (Company Secretary)
PAN: XXXXX5403R MN:ACS 57243
F22Armour Security (India) Limited
(Formerly known as Armour Security India Private Limited)
B-87,2nd Floor,Defence Colony,New Delhi-110024
CIN U74920DL1999PTC101313
ANNEXURE –V
Notes to the Restated Financial Statements:
A Segment Information
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM).
The CODM is considered to be the Board of Directors who makes strategic decisions and is responsible for allocating resources and assessing performance of the operating
segments. Company has only one reportable segment
(₹ in Lakhs)
Information on Geographical Segments: India Outside India Total
For the half year ended 30.09.2025
Revenue from external customers 1,967.85 - 1,967.85
Carrying amount of segment assets 3,210.23 - 3,210.23
For the year ended 31.03.2025
Revenue from external customers 3,565.54 - 3,565.54
Carrying amount of segment assets 2,737.05 - 2,737.05
For the year ended 31.03.2024
Revenue from external customers 3,293.29 - 3,293.29
Carrying amount of segment assets 2,361.41 - 2,361.41
For the year ended 31.03.2023 -
Revenue from external customers 2,884.64 - 2,884.64
Carrying amount of segment assets 1,551.06 - 1,551.06
B Additional regulatory information
(i) Details of crypto currency or virtual currency
The Company has neither traded nor invested in Crypto currency or Virtual Currency for the half year ended September 30, 2025 and financial year ended on March 31,
2025, 2024 & 2023. Further, the Company has also not received any deposits or advances from any person for the purpose of trading or investing in Crypto Currency or
Virtual Currency.
(ii)Undisclosed income
During the Period, the Company has not surrendered or disclosed as income any transactions not recorded in the books of accounts in the course of tax assessments under the
Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(iii)Relationship with struck off companies
The Company does not have any transactions with the companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956 for
the half year ended September 30th, 2025 and year ended on March 31, 2025, 2024 & 2023.
(iv)Compliance with numbers of layers of companies
The Company is in compliance with the number of layers of companies in accordance with clause 87 of Section 2 of the Act read with the Companies (Restriction on number
of Layers) Rules, 2017 for the half year ended September 30th, 2025 and year ended on March 31, 2025, 2024 & 2023.
(v) Utilisation of borrowed funds and share premium
During the half year ended September 30th, 2025 and year ended on March 31, 2025, 2024 & 2023., the Company has not advanced or loaned or invested funds (either
borrowed funds or share premium or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded
in writing or otherwise) that the Intermediary shall:
i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
During the half year ended September 30th, 2025 and year ended on March 31, 2025, 2024 & 2023., the Company has not received any fund from any person(s) or
entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
ii) provide any guarantee, security, or the like on behalf of the ultimate beneficiaries.
F23(vii)The Company has not been declared Wilful Defaulter by any bank or financial institution or government or any government authority.
(vii)No proceeding have been initiated nor pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act,1988 (45 of 1988)
and rules made thereunder.
C Non.adjustment Items:
No Audit qualifications for the respective periods which require any corrective adjustment in these Restated Financial Statements of the Company have been pointed out
during the restated period.
D Material Regroupings:
Appropriate adjustments have been made in the restated summary statements of Assets and Liabilities Profits and Losses and Cash flows wherever required by
reclassification of the corresponding items of income expenses assets and liabilities in order to bring them in line with the requirements of the SEBI Regulations.
E Material Adjustments in Restated Profit & Loss Account:
(₹ in Lakhs)
For the Period Ended
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
Profit After Tax as per Books of Accounts 290.45 397.35 313.36 144.79
Adjustment for provision of Gratuity 24.42 (2.76)
Adjustment for provision of Income Tax 33.10 (20.11)
Adjustment for provision of Deferred Tax (6.07) 0.69
Adjustment for Revenue (103.05) 103.05
Profit After Tax as per Restated 290.45 397.35 261.76 225.66
(₹ in Lakhs)
For the Period Ended
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
Reserve & Surplus as per Books of Accounts 884.38 593.93 196.59 263.84
Adjustment in Profit & Loss Accounts (51.60) 80.87
Adjustment in opening Balance 27.24 27.24 7 8.83 3.35
Reserve & Surplus as per Restated 911.62 621.17 223.82 348.06
F Details of dues to Micro and Small Enterprises as defined under the MSMED Act, 2006
Based on the information available with the Company in respect of MSME (as defined in the Micro, Small and Medium Enterprises Development Act, 2006) there are no delays in payment of dues to such
enterprise during the year.
The identification of Micro, Small and Medium Enterprises Suppliers as defined under “The Micro, Small and Medium Enterprises Development Act, 2006” is based on the information available with the
management. As certified by the management, the amounts overdue as on September 30th 2025 and March 31, 2025, 2024 & 2023 to Micro, Small and Medium Enterprises on account of principal amount together
with interest, aggregate to Rs. Nil.
I. Other figures of the previous years have been regrouped / reclassified and / or rearranged wherever necessary.
II.The balance of Sundry Creditors, Sundry Debtors, Loans Advances, Unsecured Loans, and Current Liabilities are subject to confirmation and reconciliation.
G As required under SEBI (ICDR) Regulations, the statement of assets and liabilities has been prepared after deducting the balance outstanding on revaluation reserve account from both fixed assets and reserves and
the net worth arrived atafter such deductions.
H Corporate Social Responsibility :
Corporate Social Responsibility (CSR) is not applicable to the Company and hence details not provided.
I Trade Receivables, Trade Payables, Borrowings, Loans & Advances and Deposits
Balances of Trade Receivables, Trade Payables, Borrowings and Loans & Advances and Deposits are subject to confirmation.
J Re-grouping/re-classification of amounts
The figures have been grouped and classified wherever they were necessary.
K Examination of Books of Accounts & Contingent Liability
The list of books of accounts maintained is based on information provided by the assessee and is not exhaustive. The information in audit report is based on our examination of books of accounts presented to us at
the time of audit and as per the information and explanation provided by the assessed at the time of audit.
L Director Personal Expenses
There are no direct personal expenses debited to the profit and loss account. However, personal expenditure if included in expenses like telephone, vehicle expenses etc. are not identifiable or separable.
F24N Deferred Tax Asset / Liability: [AS-22]
The company has created Deferred Tax Asset / Liability as required by Accounting Standard (AS) - 22.
M Disclosure under AS - 15 Employee Benefits
The benefits payable under this plan are govemed by "Gratuity Act 1972". Under the Act, employee who has compleled five years of service is ertitled to specific benefit. The level of benefit provided
depends on the member's length of services and salary at retirement age.
The following tables summarise the components of net benefit expense recognised in the summary statement of profit or loss and the funded status and amounts recognised in the statement ofassets
(Amount in ₹ )
Defined benefit plans For the half year ended For the year ended For the year ended For the year ended
30.09.2025 31.03.2025 31.03.2024 31.03.2023
Gratuity Gratuity Gratuity Gratuity
(Unfunded) (Unfunded) (Unfunded) (Unfunded)
Expenses recognised in statement of profit and loss during the year:
Current service cost 1 75,077 3 58,070 243,683.00 2 23,003.00
Past service cost
Expected return on plan assets
Net interest cost / (income) on the net defined benefit liability / (asset) 111,928 216,574 181,549.00 1 60,942.00
Immediate Recognition of (Gain)/Losses ( 177,752) ( 245,501) 141,347.00 (109,187.00)
Loss (gain) on curtailments
Total expenses included in Employee benefit expenses 109,253.00 329,143.00 566,579.00 2 74,758.00
Discount Rate as per para 78 of AS 15 R (2005)
Net asset /(liability) recognised as at balance sheet date:
Present value of defined benefit obligation 3 ,316,371 2,987,228.00 2,987,228.00 2,420,649.00
Fair value of plan assets - -
Funded status [surplus/(deficit)] (3,316,371.00) (2,987,228.00) (2,987,228.00) (2,420,649.00)
Movements in present value of defined benefit obligation
Present value of defined benefit obligation at the beginning of the year 3,316,371.00 2,987,228.00 2,420,649.00 2,145,891.00
Current service cost 175,077.00 358,070.00 243,683.00 2 23,003.00
Past service cost - - - -
Interest cost 111,928.00 216,574.00 181,549.00 1 60,942.00
Actuarial (gains) / loss (177,752.00) (245,501.00) 141,347.00 (109,187.00)
Benefits paid - - - -
Present value of defined benefit obligation at the end of the year 3,425,624.00 3,316,371.00 2,987,228.00 2,420,649.00
Classification
Current liability 1,304,014.00 1,244,966.00 1,144,051.00
Non-current liability 2,121,610.00 2,071,405.00 1,843,177.00 2,420,649.00
Best estimate for contribution during next Period
Sensitivity analysis method
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate and expected salary increase rate. Effect of change in mortality rate is negligible. Please note
that the sensitivity analysis presented below may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumption would occur in isolation of
one another as some of the assumptions may be correlated.
Actuarial assumptions: (₹ in Lakhs, Unless Otherwise Stated)
Particulars For the half year ended For the year ended For the year ended For the year ended
30.09.2025 31.03.2025 31.03.2024 31.03.2023
Expected Return on Plan Assets
Discount rate 6,75% 6.75% 7.25% 7.50%
Expected rate of salary increase 5.00% 5.00% 5.00% 5.00%
Mortality Rate During Employment IALM 2012-14 IALM 2012-14 IALM 2012-14 IALM 2012-14
Retirement age 60 60 60 60
For and on behalf of For and on behalf of the Board of Directors
For PDMS And Co. LLP For Armour Security (India) Limited
Firm No. 019621C S d / - S d / -
Brij Bhushan Gupta Arnima Gupta
(Director) (Director)
Sd/- DIN: 10954912 DIN: 02212966
CA Sachin Pathak Place:Delhi Place: Delhi
Date: 30.12.2025 Date: 30.12.2025
Membership No.099065
Sd/- Sd/-
Place: Mumbai Subodh Jindal Shakshi Mishra
(CFO) (Company Secretary)
Date: 30.12.2025 PAN: XXXXX5403R MN:ACS 57243
UDIN :26099065YPRMMB9509
F25Armour Security (India) Limited
(Formerly known as Armour Security India Private Limited)
B-87,2nd Floor,Defence Colony,New Delhi-110024
CIN U74920DL1999PTC101313
ANNEXURE –VI
Statement of Accounting & Other Ratios (₹ in Lakhs)
Particulars 30.09.2025 31.03.2025 31.03.2024 31.03.2023
Net Profit as Restated (A) 2 90.45 3 97.35 2 61.76 2 25.66
Add: Depreciation 8 .58 21.71 22.22 19.25
Add: Finance costs 3 4.42 34.70 12.08 3.45
Add: Income Tax/ Deferred Tax 9 7.69 1 33.60 88.04 75.90
Less: Other Income 1 .45 90.50 16.81 12.44
EBITDA 4 29.69 4 96.86 3 67.29 3 11.81
EBITDA Margin (%) 21.84% 13.94% 11.15% 10.81%
Net Worth as Restated (B) 2 ,133.62 1 ,843.17 1 ,445.82 3 49.06
Return on Net worth (%) as Restated (A/B) 13.61% 21.56% 18.10% 64.65%
Equity Share at the end of year (in Nos.) (C) 12,220,000 12,220,000 12,220,000 1 0,000
Weighted No. of Equity Shares (Pre-Bonus) (D) 12,220,000 12,220,000 1 ,710,822 1 0,000
Weighted No. of Equity Shares (Post-Bonus) (E) 12,220,000 12,220,000 7,130,822 5,430,000
Basic Adjusted/Diluted Earnings per Equity Share as Restated after considering
Bonus Impact with retrospective effect (A/E) 2.38 3.25 3.67 4.16
Net Asset Value per Equity share as Restated after considering Bonus Impact with
retrospective effect 1 7.46 1 5.08 1 1.83 6 .43
Note:-
EBITDA Margin = EBITDA/ Revenues from Operations
Earnings per share (₹) = Profit available to equity shareholders / Weighted No. of shares outstanding at the end of the year
Return on Net worth (%) = Restated Profit after taxation / Net worth x 100
Net asset value/Book value per share (₹) = Net worth / No. of equity shares
The Company does not have any revaluation reserves or extra-ordinary items.
For and on behalf of For and on behalf of the Board of Directors
For PDMS And Co. LLP For Armour Security (India) Limited
Firm No. 019621C S d / - S d / -
Brij Bhushan Gupta Arnima Gupta
(Director) (Director)
Sd/- DIN: 10954912 DIN: 02212966
CA Sachin Pathak Place:Delhi Place: Delhi
Date: 30.12.2025 Date: 30.12.2025
Membership No.099065
Place: Mumbai Sd/- Sd/-
Date: 30.12.2025 Subodh Jindal Shakshi Mishra
UDIN :26099065YPRMMB9509 (CFO) (Company Secretary)
PAN: XXXXX5403R MN:ACS 57243
F26Armour Security (India) Limited
(Formerly known as Armour Security India Private Limited)
B-87,2nd Floor,Defence Colony,New Delhi-110024
CIN U74920DL1999PTC101313
ANNEXURE –VII
Restated Statement of Analytical Ratios
Sr.
Ratio Numerator Denominator As At 30.09.2025 As At 31.03.2025 As At 31.03.2024 As At 31.03.2023
No.
1 Current Ratio Current Assets Current Liabilities 1 .49 1.53 1.34 0.99
2 Debt-Equity Ratio Total Debt (Long term + Short term) Shareholder's Equity 0 .28 0.25 0.12 0.24
3 Profit for the year less Preference dividend
Return on Equity (ROE)(%) (if any) Total shareholders equity 13.61% 21.56% 18.10% 64.65%
4 Trade receivables turnover ratio Revenue from operations Average Trade Receivables 2 .29 4.50 3.87 3.70
5 Working capital (i.e. Total current assets
Net capital turnover ratio Revenue from operations less Total current liabilities) 4 .61 9.87 12.28 (192.57)
6 Net profit ratio(%) Profit after tax Revenue from operations 14.76% 11.14% 7.95% 7.82%
7 Capital employed = Total Shareholder
Return on capital employed (ROCE)(%) Earning before interest and taxes Equity+Total Debt 15.45% 24.47% 22.26% 70.20%
8 Interest Coverage ratio Earning before interest and taxes Finance Cost 1 2.28 16.30 29.96 88.41
9 Profit before tax + Depreciation + Finance
EBITDA Margin Costs – Other Income Revenue from Operations 21.84% 13.94% 11.15% 10.81%
Sr.
No. Ratio Numerator Denominator As At 30.09.2025 As At 31.03.2025 Variance Remarks
1
Current Ratio Current Assets Current Liabilities 1 .49 1.53 -3% NA
2 Debt-Equity Ratio Total Debt (Long term + Short term) Shareholder's Equity 0 .28 0.25 11% NA
3 Profit for the year less Preference dividend
Return on Equity (ROE)(%) (if any) Total shareholders equity 13.61% 21.56% -37% Profit is not annualized
4 Revenue is not
Trade receivables turnover ratio Revenue from operations Average Trade Receivables 2.29 4.50 -49%annualized
5 Working capital (i.e. Total current assets
Net capital turnover ratio Revenue from Operations less Total current liabilities) 4.61 9.87 -53% NA
6
Better profitability due
Net profit ratio(%) Profit after tax Revenue from operations 14.76% 11.14% 32%to improved revenue
7 Capital employed = Total Shareholder
Return on capital employed (ROCE)(%) Earning before interest and taxes Equity+Total Debt 15.45% 24.47% -37% EBIT is not annualized
8 Interest Coverage ratio Earning before interest and taxes Finance Cost 1 2.28 16.30 -25% Increase in finance costs
9
Profit before tax + Depreciation + Finance Better profitability due
EBITDA Margin Costs – Other Income Revenue from Operations 21.84% 13.94% 57%to improved revenue
For and on behalf of the Board of Directors
For Armour Security (India) Limited
For and on behalf of
For PDMS And Co. LLP
Sd/- Sd/-
Firm No. 019621C
Brij Bhushan Gupta Arnima Gupta
(Director) (Director)
DIN: 10954912 DIN: 02212966
Sd/-
Place:Delhi Place: Delhi
CA Sachin Pathak
Date: 30.12.2025 Date: 30.12.2025
Membership No.099065
Place: Mumbai
Sd/- Sd/-
Date: 30.12.2025
Subodh Jindal Shakshi Mishra
UDIN :26099065YPRMMB9509
(CFO) (Company Secretary)
PAN: XXXXX5403R MN:ACS 57243
F27Armour Security (India) Limited
(Formerly known as Armour Security India Private Limited)
B-87,2nd Floor,Defence Colony,New Delhi-110024
CIN U74920DL1999PTC101313
ANNEXURE –VIII
Restated Statement of Capitalization
(₹ in Lakhs)
Pre-Issue Post Issue
Debt :
Long Term Debt 181.72 [●]
Short Term Debt 419.37 [●]
Total Debt
601.09 [●]
Shareholders Funds
Equity Share Capital 1,222.00 [●]
Reserves and Surplus 911.62 [●]
Less: Misc. Expenditure
Total Shareholders’ Funds 2,133.62 [●]
Long Term Debt/ Shareholders’ Funds 0.09 [●]
Total Debt / Shareholders Fund 0.28 [●]
For and on behalf of
For PDMS And Co. LLP
For and on behalf of the Board of Directors
For Armour Security (India) Limited
Firm No. 019621C
Sd/- Sd/-
Brij Bhushan Gupta Arnima Gupta
(Director) (Director)
Sd/-
DIN: 10954912 DIN: 02212966
CA Sachin Pathak
Place:Delhi Place: Delhi
Date: 30.12.2025 Date: 30.12.2025
Membership No.099065
Sd/- Sd/-
Place: Mumbai
Subodh Jindal Shakshi Mishra
(CFO) (Company Secretary)
Date: 30.12.2025
PAN: XXXXX5403R MN:ACS 57243
UDIN :26099065YPRMMB9509
F28Armour Security (India) Limited
(Formerly known as Armour Security India Private Limited)
B-87,2nd Floor,Defence Colony,New Delhi-110024
CIN U74920DL1999PTC101313
ANNEXURE -IX
Statement of Tax Shelter (₹ in Lakhs)
Particulars As At 30.09.2025 As At 31.03.2025 As At 31.03.2024 As At 31.03.2023
Profit Before Tax as per books of accounts (A) 388.14 530.95 3 49.80 301.56
-- Normal Tax rate 25.17% 25.17% 25.17% 25.17%
-- Minimum Alternative Tax rate
Permanent differences
Other adjustments
Prior Period Item
Total (B) - - -
Timing Differences
Depreciation as per Books of Accounts 8.58 21.71 2 2.22 19.25
Depreciation as per Income Tax 8.32 19.47 2 1.35 18.49
Difference between tax depreciation and book depreciation 0.26 2.24 0 .87 0.76
Other adjustments 4.38 5 .66 2.75
Deduction under chapter VI-A
Total (C) 4.64 2.24 6 .53 3.51
Net Adjustments (D = B+C) 4.64 2.24 6 .53 3.51
Total Income (E = A+D) 392.78 533.19 3 56.33 305.06
Brought forward losses set off (Depreciation) - - -
Tax effect on the above (F) - - -
Taxable Income/ (Loss) for the year/period (E+F) 392.78 533.19 3 56.33 305.06
Tax Payable for the year 9 8.85 1 34.19 8 9.68 7 6.78
Tax payable as per MAT - - -
Tax expense recognised 98.85 134.19 8 9.68 76.78
Tax payable as per normal rates or MAT (whichever is higher) 9 8.85 1 34.19 8 9.68 76.78
For and on behalf of For and on behalf of the Board of Directors
For PDMS And Co. LLP For Armour Security (India) Limited
Firm No. 019621C
Sd/- Sd/-
Brij Bhushan Gupta Arnima Gupta
Sd/- (Director) (Director)
CA Sachin Pathak DIN: 10954912 DIN: 02212966
Membership No.099065 Place:Delhi Place: Delhi
Place: Mumbai Date: 30.12.2025 Date: 30.12.2025
Date: 30.12.2025
UDIN :26099065YPRMMB9509 Sd/- Sd/-
Subodh Jindal Shakshi Mishra
(CFO) (Company Secretary)
PAN: XXXXX5403R MN:ACS 57243
F29Armour Security (India) Limited
(Formerly known as Armour Security India Private Limited)
B-87,2nd Floor,Defence Colony,New Delhi-110024
CIN U74920DL1999PTC101313
ANNEXURE -X
Related Party Transactions
Key Managerial Person
1. Subodh Jindal Chief Financial Officer
2. Anshu Singh Ex-Company Secretary
3. Shakshi Mishra, Company Secretary
Promoters
1. Arnima Gupta
2. Vinod Gupta
Directors
1. Arnima Gupta
2. Brij Bhushan Gupta
3. Krishna Kumar Singh
4. Shrikant Shriram Modak
5. Nilendra Kumar
Enterprise where Directors have significant Influence and have related party transactions
Related Party Person Interested Type of Relationship
Vinod Gupta & Sons (HUF) Vinod Gupta Karta
Viarn Infrastructure Pvt Ltd Vinod Gupta & Arnima Gupta Associate Company
Armour Security India* (Closed on October 9, 2025) Vinod Gupta Proprietor
Relatives of Key Managerial Persons and Directors
Name of Relatives Relationship with Key Managerial
Persons/Directors
Aruna Gupta Relative of director/promoter
Mayur Gupta Relative of director/promoter
Bhavnesh Gupta Relative of director/promoter
Shashi Gupta Relative of director/promoter
Ravinder Gupta Relative of director/promoter
Summary of related party transactions*
(₹ in Lakhs)
Particulars As at 30.09.2025 As at 31.03.2025 As at 31.03.2024 As at 31.03.2023
Transactions
Director and Key Managerial Remuneration
Arnima Gupta 21.00 4 .88 1 3.50 18.00
Vinod Gupta - 1 8.00 1 8.00 18.00
Subodh Jindal 3.00 6 .00 6 .00 6.00
Anshu Singh 0.90 1 .80 0 .30 -
Brij Bhushan Gupta 2.40 0 .60 0 .30 -
Shakshi Mishra 0.90 0 .75 - -
Transaction & Balances with Related Parties
Loan from Directors and Relatives
Bhavnesh Gupta
Opening Balance 3.01 3.01 3 .01 1.51
Received during the year - - - 1.50
Repaid during the year - - - -
Closing Balance 3 .01 3 .01 3 .01 3 .01
Shashi Gupta
Opening Balance - - - 0 .30
Received during the year - - - -
Repaid during the year - - - - 0.30
Closing Balance -
Arnima Gupta
Opening Balance - - 3 9.12 61.48
Received during the year - - - 33.50
Repaid during the year - - - -55.86
Closing Balance 1.50 - - 39.12
F30Advances to Directors and Relatives (for services to be rendered) (₹ in Lakhs)
Arnima Gupta
Opening Balance 54.69 45.69 -39.11 -
Given during the year 13.97 10.00 143.22 -
Received during the year -1.00 -58.42 -
Closing Balance 6 8.66 5 4.69 45.69 -
Aruna Gupta
Opening Balance 9.27 9.27 9 .27 9.27
Given during the year - 0 -
Received during the year - 0 -
Closing Balance 9.27 9 .27 9.27 9.27
Vinod Gupta
Opening Balance 2 53.31 1 59.85 5 0.84 5 3.36
Given during the year 36.59 144.93 2 17.59 149.60
Received during the year -1.95 -51.47 -108.58 -152.12
Closing Balance 2 87.95 2 53.31 1 59.85 5 0.84
Mayur Gupta
Opening Balance 5 .00 5 .00 - -
Given during the year - - 20 -
Received during the year - - -15 -
Closing Balance 5 .00 5 .00 5 -
Ravinder Gupta
Opening Balance - - 1 .20 1 .20
Given during the year - - - -
Received during the year - - -1.20 -
Closing Balance - - - 1 .20
Transactions with Related Parties
Viarn Infrastructure Pvt Ltd
Opening Balance 11.46 11.43 1 0.75 8.17
Given during the year 0.03 0 .68 3.22
Received during the year - -0.64
Closing Balance 11.46 11.46 11.43 10.75
Armour Security India
Opening Balance 72.85 24.91 - -
Given during the year 16.40 47.94 24.91 -
Received during the year - - - -
Closing Balance 89.25 72.85 24.91 -
Vinod Gupta & Sons (HUF)
Opening Balance 47.00 45.85 4 2.30 22.83
Given during the year - 1.15 3 .55 20.47
Received during the year - - -1.00
Closing Balance 47.00 47.00 45.85 42.30
Rent paid/accrued #
Rent paid/accrued to Arnima Gupta 9.00 18.00 1 8.00 18.00
Security Deposit given#
Security deposit given to Arnima Gupta 3.00 3.00 3.00 3.00
# Rent Agreement has been terminated with effect from November 21, 2025
ANNEXURE –XI
Statement of Dividends
No Dividends paid till date.
ANNEXURE –XII
Changes in the Significant Accounting Policies
There have been no changes in the accounting policies of the company for the period covered under audit
ANNEXURE –XIII
Contingent Liabilities
(₹ in Lakhs)
As at
As at As at As at
Particulars 30th September
31st March 2025 31 March 2024 31 March 2023
2025
(A) Bank guarantees issued 164.09 142.01 96.11 202.46
(B) Demand notice for service tax 329.75 329.75 329.75 329.75
(C) Demand against TDS 5.12 5.12 5.06 5.00
GST Litigations (SCN & Demand)
(D) 425.27 425.27 46.20 0.00
Pending
For and on behalf of
For PDMS And Co. LLP For and on behalf of the Board of Directors
For Armour Security (India) Limited
Firm No. 019621C
Sd/- Sd/-
Brij Bhushan Gupta Arnima Gupta
Sd/- (Director) (Director)
CA Sachin Pathak DIN: 10954912 DIN: 02212966
Place:Delhi Place: Delhi
Membership No.099065 Date: 30.12.2025 Date: 30.12.2025
Place: Mumbai Sd/- Sd/-
Subodh Jindal Shakshi Mishra
Date: 30.12.2025 (CFO) (Company Secretary)
PAN: XXXXX5403R MN:ACS 57243
UDIN :26099065YPRMMB9509
F31Armour Security (India) Limited
(Formerly known as Armour Security India Private Limited)
B-87,2nd Floor,Defence Colony,New Delhi-110024
CIN U74920DL1999PTC101313
ANNEXURE -XIV Deferred Tax
(₹ in Lakhs)
Particulars
As At 30.09.2025 As At 31.03.2025 As At 31.03.2024 As At 31.03.2023
DTA - Opening Balance 19.57 18.99 17.34 16.46
Timing Differences due to Depreciation 0 .26 2.32 0.87 0.76
Timing Differences due to Gratuity Provision 4.38 0.00 5.66 2.75
Total Timing Difference 4.64 2.32 6.53 3.51
DTA Adjustment during the year 1.17 0.58 1.64 0.88
DTA - Closing Balance 20.74 19.57 18.99 17.34
For and on behalf of the Board of Directors
For and on behalf of
For Armour Security (India) Limited
For PDMS And Co. LLP
Sd/- Sd/-
Firm No. 019621C
Brij Bhushan Gupta Arnima Gupta
(Director) (Director)
DIN: 10954912 DIN: 02212966
Place:Delhi Place: Delhi
Sd/-
Date: 30.12.2025 Date: 30.12.2025
CA Sachin Pathak
Sd/- Sd/-
Membership No.099065
Subodh Jindal Shakshi Mishra
(CFO) (Company Secretary)
Place: Mumbai
PAN: XXXXX5403R MN:ACS 57243
Date: 30.12.2025
UDIN :26099065YPRMMB9509
F32OTHER FINANCIAL INFORMATION
Particulars 30.09.2025 31.03.2025 31.03.2024 31.03.2023
Net Profit as Restated (A) 290.45 397.35 261.76 225.66
Add: Depreciation 8.58 21.71 22.22 19.25
Add: Finance costs 34.42 34.70 12.08 3.45
Add: Income Tax/ Deferred Tax 97.69 133.60 88.04 75.90
Less: Other Income 1.45 90.50 16.81 12.44
EBITDA 429.69 496.86 367.29 311.81
EBITDA Margin (%) 21.84% 13.94% 11.15% 10.81%
Net Worth as Restated (B) 2,133.62 1,843.17 1,445.82 349.06
Return on Net worth (%) as Restated (A/B) 13.61% 21.56% 18.10% 64.65%
Equity Share at the end of year (in Nos.) (C) 12,220,000 12,220,000 12,220,000 10,000
Weighted No. of Equity Shares (D) 12,220,000 12,220,000 1,710,822 10,000
Basic Adjusted/Diluted Earnings per Equity
Share as Restated after considering Bonus
Impact with retrospective effect (A/E) 2.38 3.25 3.67 4.16
17.46 15.08 11.83 6.43
Net Asset Value per Equity share as Restated
after considering Bonus Impact with
retrospective effect
Note:-
EBITDA Margin = EBITDA/Total Revenues from operations
Earnings per share (₹) = Profit available to equity shareholders / Weighted No. of shares outstanding at the end of the
year
Return on Net worth (%) = Restated Profit after taxation / Net worth x 100
Net asset value/Book value per share (₹) = Net worth / No. of equity share considering effect of bonus issue
The Company does not have any revaluation reserves or extra-ordinary items
(The rest of the page is intentionally left blank)
218RELATED PARTY TRANSACTIONS
For details on related party transactions (As per the requirement under Accounting Standard 18 “Related Party Disclosure”
issued by ICAI) of our Company during the restated audit period as mentioned in this Prospectus i.e., for the period March
31, 2025, March 31, 2024 and March 31, 2023 please refer to head titled “Related Party Transactions” annexed with the
restated financial statements, on page 217 of this Prospectus.
(The rest of the page is intentionally left blank)
219MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction
with our restated financial statements including the schedules, notes and significant accounting policies thereto for the
Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023. The restated financial statements have been
derived from audited financial statements and restated in accordance with SEBI (ICDR) Regulations and Guidance Notes
issued by ICAI in this respect, as described in the Examination Report of auditors dated August 28, 2025, which is included
under the chapter titled “Financial Information” beginning on page 217 of this Prospectus.
This discussion contains forward-looking statements and reflects our current views with respect to future events and
financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as
a result of certain factors such as those set forth in “Forward-Looking Statements” and “Risk Factors” beginning on
pages 28 and 38 respectively, of this Prospectus.
COMPANY OVERVIEW
Our Company was incorporated as “Armour Security (India) Pvt. Ltd.” on August 27, 1999, vide certification of
incorporation bearing No. 101313 under the provision of Companies Act, 1956 issued by the Registrar of Companies, NCT
of Delhi and Haryana. Further, our Company was converted into a public limited company, pursuant to a special resolution
passed in the Extraordinary General Meeting of our Shareholders held on February 09, 2024, and the name of our Company
was changed to ‘Armour Security (India). Ltd.’, and a fresh certificate of incorporation dated May 03, 2024 was issued to
our Company by the RoC, CPC. Our Corporate Identification Number is U74920DL1999PLC101313.
Our company was founded under the leadership of Mr. Vinod Gupta, with the vision of providing cost-effective and
comprehensive security solutions to both corporate and government organizations. In FY 2007-2008, Mrs. Arnima Gupta
joined as a Promoter, further strengthening the leadership team. Our registered office is located at B-87, 2nd Floor, Defence
Colony, New Delhi-110024, and we operate branch offices across Haryana, Himachal Pradesh, Uttar Pradesh, Punjab, and
Maharashtra.
From a single office in Defence Colony, Delhi, we have expanded over the past two decades to establish a strong PAN-
India presence, consistently delivering high-quality services. Our branch network across various states enables us to
effectively navigate the evolving dynamics of the security industry. By carefully building our client base, we have gained
substantial experience, developed specialized methodologies, and enhanced our operational capabilities, ensuring reliable
delivery of manpower security and integrated facility solutions.
Mr. Vinod Gupta, Promoter of the Company, brings with him more than two decades of experience in security planning
and management. With deep expertise in the domain, he continues to play a pivotal role in guiding the company’s strategic
direction, shaping its long-term vision, and driving sustainable growth.
Mrs. Arnima Gupta, Promoter and Managing Director, contributes over 15 years of experience in the security planning and
management industry. She is responsible for the overall management of the company, which includes setting strategic
goals, spearheading business development, overseeing financial decisions, and ensuring effective risk identification and
mitigation.
We deliver comprehensive private security solutions, ranging from individual security personnel to full security teams,
tailored to meet the needs of diverse sectors including corporate, industrial, banking, healthcare, government institutions,
and educational establishments. Each solution is customized to address the specific security requirements of our clients.
To meet the growing demands nationwide, we combine a trained workforce with modern equipment to ensure reliable,
efficient, and professional services. In addition, we provide integrated facility management, housekeeping, and manpower
services, offering skilled, semi-skilled, and unskilled personnel as per client requirements.
We focus on ensuring that the ideal candidate is placed in each position
SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST AUDITED PERIOD
The Directors of our Company confirm that since the date of the last audited period i.e., September 30, 2025, as disclosed
in this Prospectus, there are no circumstances that materially or adversely affect or are likely to affect the trading or
profitability of our Company, the value of its assets or its ability to pay its material liabilities, within the next twelve
months.
220FACTORS AFFECTING THE RESULTS OF OUR OPERATIONS
Our business is subject to various risks and uncertainties.
The results of operations and financial condition are affected by a number of important factors including:
• Inability to balance the demand and supply of skilled labor.
• Failure to adapt to changing economic conditions affecting hiring trends.
• Non-compliance with evolving labor laws and regulations.
• Weakness in maintaining strong client relationships.
• Inadequate quality and performance of the workforce.
• Lagging behind in adopting new technologies.
• Inability to stay competitive in the market.
• Inefficiency in internal processes.
• Failure to keep up with market trends.
• Poor financial management practices.
• Over-reliance on manpower without leveraging digital automation.
• Underutilization of AI and machine learning in operations.
• Lack of integration of remote monitoring and surveillance.
• Inability to meet client-specific security requirements.
• Inadequate training and certification of employees.
• Absence of effective crisis management plans.
• Non-compliance with health and safety regulations.
• Failure to differentiate services in a competitive market.
• Delayed integration of new technologies for service delivery.
• Vulnerability to economic and political instability in operational regions.
• Lack of preparedness for environmental disruptions.
Refer section titled “Risk Factors” beginning on page no 38 of this Prospectus.
SIGNIFICANT ACCOUNTING POLICIES
For significant accounting policies, please refer “Significant Accounting Policies to the Restated Financial Statements”,
under Section titled “Financial Information” beginning on page 217 of the Prospectus.
KEY PERFORMANCE INDICATORS OF OUR COMPANY
A list of our KPIs for Period ended September 30, 2025 and Financial Years ended March 31, 2025, 2024 and2023.
(in ₹, unless stated otherwise)
For the
Financial Year Financial Year Financial Year
Period ended
Key Financial Performance Indicator ended March ended March ended March
September,
31, 2025 31, 2024 31, 2023
2025
Revenue from Operations (1) 1967.85 3565.54 3293.29 2884.64
EBITDA (2) 429.69 496.86 367.29 311.81
EBITDA Margin (%) (3) 21.84% 13.94% 11.15% 10.81%
PAT 290.45 397.35 261.76 225.66
PAT Margin (%) (4) 14.76% 11.14% 7.95% 7.82%
Profit after tax growth (%) NA 51.80% 16.00% -
Trade Receivables days (5) NA 81 94 117
Trade Payable days (6) NA 7 50 96
Return on equity (%) (7) 13.61% 21.56% 18.10% 64.65%
Return on capital employed (%) (8) 15.45% 24.47% 22.26% 70.20%
Debt-Equity Ratio (times) (9) 0.28 0.25 0.12 0.24
Current Ratio (times) (10) 1.49 1.53 1.34 0.99
Net Asset Value per equity share (in Rs.) 17.46 15.08 11.83 6.43
(11)
*As certified by M/s. PDMS &CO., Chartered Accountants, pursuant to their certificate dated December 30, 2025
Notes:
(1) Revenue from operation means revenue from sale of the products
221(2) EBITDA is calculated as Profit before tax + Depreciation + Finance Costs – Other Income
(3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations
(4) PAT Margin is calculated as PAT for the period/year divided by revenue from operations
(5) Trade receivable days is calculated as average trade receivables divided by revenue from operations multiplied by 365
for fiscal years
(6) Trade payable days is calculated as average trade payables divided by employee benefit expenses multiplied by 365 for
fiscal years. Employee benefit expenses have been defined as salary expenses of employee other benefits provided to
employees
(7) Return on Equity is calculated by comparing the proportion of net income against the amount of shareholder equity
(8) Return on Capital Employed is calculated as follows: Profit for the period/ year plus finance cost plus tax expenses
(EBIT) divided by Capital employed (Equity share capital plus reserves plus long term and short term borrowings).
(9) Debt to Equity ratio is calculated as Total Debt (short term and long term) divided by equity
(10) Net fixed asset turnover ratio is calculated by dividing net sales by the average fixed assets (property plant and
equipment)
(11) Current Ratio is calculated by dividing Current assets to Current Liabilities
(12) Net Asset Value per share (in ₹) = Restated net worth at the end of the year (or) period / Number of Equity Shares
outstanding at the end of period
Explanations for the certain financial data based on Restated Financial Statements
Key Financial
Explanations
Performance
Revenue from Operations is used by the management to track the revenue profile of the
Revenue from Operations business and in turn helps to assess the overall financial performance of the Company and
volume of the business.
EBITDA EBITDA provides information regarding the operational efficiency of the business
EBITDA Margin (%) is an indicator of the operational profitability and financial performance
EBITDA Margin
of the business
PAT Profit after tax provides information regarding the overall profitability of the business
PAT Margin (%) is an indicator of the overall profitability and financial performance of the
PAT Margin
business
Profit after tax growth provides information regarding the growth of the operational
Profit after tax growth
performance for the respective period
Trade Receivables days is the average number of days required for a company to receive
Trade Receivables days
payments from its customers
Since the Company is into manpower supply services, the major expenses incurred by the
Company is employee related. Therefore, in the present case, Trade Payable days are
Trade Payable days
customised and calculated as the average number of days required for a company to pay its
employees.
Return on equity provides how efficiently the Company generates profits from shareholders’
Return on Equity
funds
Return on Capital Return on capital employed provides how efficiently the Company generates earnings from
Employed the capital employed in the business
Debt / Equity Ratio is used to measure the financial leverage of the Company and provides
Debt-Equity Ratio
comparison benchmark against peers
Working Capital Cycle is the time it takes to convert net current assets and current liabilities
Working Capital Cycle
into cash
Net fixed asset turnover Net fixed asset turnover ratio is indicator of the efficiency with which the company is able to
ratio leverage its assets to generate revenue from operations
The current ratio is a liquidity ratio that measures the company’s ability to pay short-term
Current Ratio
obligations or those due within one year
Net Asset Value per share
NAV represents the per share book value of the company.
(in ₹)
222Operational KPI
30.09.2025 FY FY FY
Particulars
2025 2024 2023
Average revenue Per employee (in lakhs) 1.56 2.94 3.46 3.21
Average employee benefit expenses per employee (in lakhs) 1.12 2.28 2.79 2.71
Average gross profit Per Employee (in lakhs) 0.44 0.66 0.68 0.50
No of Customers Served 83.00 93 96 78
Average Revenue Per Customer (Rs. In lakh) 23.71 38.34 34.31 36.98
Average Expenses Per Customer (Rs. In lakh) 17.06 29.74 27.60 31.26
Average gross Profit per Customer (Rs. In lakh) 6.65 8.60 6.71 5.72
* As certified by M/s. PDMS & Co., Chartered Accountants, pursuant to their certificate dated December 30, 2025 .
Notes:
a) Average revenue per Employee is revenue from operations/average no of employee directly attributable to
generating revenue during the year
b) Average Employee Benefit Expenses per employee is Total Employee expenses divided by average no of employee
directly attributable to generating revenue during the year
c) Gross Profit per employee equal to Revenue per employee-Expenses per employee
d) Revenue per customer equal to Revenue from operations/no of customer served during the year
e) Expenses per customer equal to Total Employee expenses/no of customer served during the year
f) Gross Profit per Customer equal to Revenue per Customer minus Expenses per Customer
For further details regarding Key performance indicators, kindly refer the head tilted “Key Performance Indicators” under
the chapter titled “Basis for Issue Price” on page 124 of this Prospectus.
DISCUSSION ON RESULTS OF OPERATIONS
The following table sets forth financial data from restated profit and loss accounts for Period ended September 30, 2025
and Financial Year Ended March 31, 2025, March 31, 2024 and March 31, 2023. The components of which are also
expressed as a percentage of total income for such periods.
(Amount in ₹ Lakhs)
For the % of FY24-25 % of Total FY23-24 % of Total FY22-23 % of Total
Period Total Income Income Income
Particular
ended Income
s
Septemb
er, 2025
Revenue 1967.85 99.93% 3565.54 97.52% 3293.29 99.49% 2884.64 99.57%
from
operations
Other 1.45 0.07% 90.5 2.48% 16.81 0.51% 12.44 0.43%
Income
Total 1969.30 100.00 3656.04 100.00% 3310.10 100.00% 2897.08 100.00%
Income %
(I+II)
Expenses:
Cost of - - - -
Material
Consumed
Employee 1415.81 71.89% 2765.86 75.65% 2649.57 80.04% 2438.62 84.18%
benefit
expenses
Finance 34.42 1.75% 34.7 0.95% 12.08 0.36% 3.45 0.12%
costs
Depreciati 8.58 0.44% 21.71 0.59% 22.22 0.67% 19.25 0.66%
on &
amortisatio
n
Other 122.35 6.21% 302.82 8.28% 276.43 8.35% 134.21 4.63%
223expenses
Total 1581.16 80.29% 3125.09 85.48% 2960.30 89.43% 2595.52 89.59%
expenses
Profit 388.14 19.71% 530.95 14.52% 349.80 10.57% 301.56 10.41%
before tax
(PBT)
Tax
Expenses:
(a) Current 98.85 5.02% 134.19 3.67% 89.68 2.71% 76.78 2.65%
tax
(b) (1.17) -0.06% (0.59) -0.02% (1.64) -0.05% (0.88) -0.03%
Deferred
tax
(credit)/ch
arge
Profit 290.45 14.75% 397.35 10.87% 261.76 7.91% 225.66 7.79%
After Tax
(PAT)
KEY COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS BASED ON OUR RESTATED
FINANCIAL STATEMENTS INCOME
Our Total Income comprises of Revenue from operations and Other Income.
REVENUE FROM OPERATIONS
Revenue from operations consists of income derived from Manpower Services and Integrated Facility Management
Services
Manpower Supply Services include the provision of Private Security Services, where trained security personnel, including
guards, are provided to ensure safety and security across various sectors. Additionally, Other manpower Services
encompass the supply of skilled, semi-skilled, or unskilled blue-collar manpower, catering to a variety of tasks, from
administrative roles to operational support, based on client needs and Recruitment Services, Offering staffing solutions for
specific client needs, including recruitment and HR management.
Integrated Facility Management Services include a wide range of services such as Housekeeping Services, professional
cleaning, and maintenance for client facilities. Other services under this category encompass Event Management Services,
where we organize and manage corporate events, seminars, and large-scale gatherings; Firefighting Services, which involve
the installation, maintenance, and management of fire safety systems and Security Training programs designed to enhance
the skills of security personnel; Supervision Services, which involve managing daily operations and ensuring compliance
with safety standards.
Following is the revenue bifurcation with respect to the services Issued by our Company:
Service Up to FY FY FY
% % % %
Category 31.9.25 2024-25 2023-24 2022-23
Manpower Services
Security
Manpower 984.81 50% 1,677.79 47% 1,550.79 47% 1,274.64 44%
Personal
Services
Other
Manpower and 551.65 28% 1,142.81 32% 818.97 25% 517.19 18%
Supervision
Services
Housekeeping 431.39 22% 744.94 21% 923.53 28% 1,092.82 38%
Services
Total 1,967.85 100% 3,565.54 100% 3,293.29 100% 2,884.64 100%
For the above details relating to revenue bifurcated into nature of services, we have relied upon the certificate dated
December 30, 2025 issued by the Statutory Auditors of our Company i.e.M/s PDMS AND CO., Chartered Accountants)
224Revenue bifurcation by Client Industry served
Up to % of FY % of FY % of FY % of
Industry
31.9.25 Total 2024-25 Total 2023-24 Total 2022-23 Total
Education 752.02 38.22% 1,318.87 36.99% 1,220.58 37.06% 954.58 33.09%
Healthcare 651.49 33.11% 1,181.97 33.15% 324.88 9.86% 30.79 1.07%
Government- 264.00 13.42% 498.33 13.98% 550.36 16.71% 471.53 16.35%
Administrative*
Judiciary / Legal - 0.00% - 0.00% 487.49 14.80% 780.33 27.05%
Manufacturing / 148.24 7.53% 253.69 7.12% 305.45 9.27% 216.12 7.49%
Industrial
Retail / 51.44 2.61% 123.36 3.46% 47.55 1.44% 144.89 5.02%
Commercial
Residential / 8.35 0.42% 36.59 1.03% 163.81 4.97% 154.16 5.34%
Trust
Legal / 16.97 0.86% 38.20 1.07% 46.20 1.40% 38.71 1.34%
Professional
Services
NGO / Social 19.00 0.97% 46.72 1.31% 46.28 1.41% 24.49 0.85%
Sector
Hospitality 9.20 0.47% 21.78 0.61% 8.18 0.25% 6.40 0.22%
IT / Technology 0.45 0.02% 1.80 0.05% 5.85 0.18% 5.78 0.20%
Others 46.70 2.37% 44.23 1.24% 86.65 2.63% 56.86 1.97%
Total 1,967.85 100.00% 3,565.54 100.00% 3,293.29 100.00% 2,884.64 100.00%
*Please note that various other PSU and government-affiliated organizations engaged in industrial and service activities
have been classified under their respective industries.
Following is the revenue bifurcation with respect to the contribution of our top customers towards our revenue from
operations:
September 30, 2025 FY 2024-25 FY 2023-24 FY 2022-23
Category of % of % of % of
% of Total
Customers Amount Amount Total Amount Total Amount Total
Sales
Sales Sales Sales
Top 5
59.87% 63.85% 59.28% 64.06%
Customers 1,178.16 2,276.77 1,952.29 1,847.96
Top 10
75.44% 76.48% 74.45% 76.88%
Customers 1,484.46 2,726.99 2,451.77 2,217.85
(For the above details relating to top 5/10 customers, we have relied upon the certificate dated December 30, 2025 issued
by the Statutory Auditors of our Company i.e.M/s PDMS AND CO., Chartered Accountants)
For detailed information regarding the product Offerings and revenue bifurcation by geography, please refer to the "Our
Business" chapter on page 162 of this Prospectus.
Other Income
Other income comprises interest income received from bank deposits, including fixed deposits maintained for issuing bank
guarantees required for the procurement of tenders from government organizations and institutions. Additionally, it
includes other non-operating income. Other income constitutes a very negligible portion of the total revenue from
operations.
EXPENSES
Our total expenditure primarily consists of Employee Benefit Expenses, Finance Costs, Depreciation and Amortization
Expenses, and Other Expenses. The Total Expenses constitute 80.29%, 85.48%, 89.43% and 89.59% of total income for
the period ended September 30, 2025, and financial years ended March 2025, 2024 and 2023 respectively. Further details
of each financial statement line item of total expenses are explained below:
225Employee Benefit Expenses
Based on the company’s operations, line of services, and business model, employee expenses represent a primary and
significant portion of the overall expenses. The company actively staffs employees based on current contracts with
customers as well as expected tenders or projects that are anticipated to be procured. Therefore, employee expenses are
directly linked to the company’s revenue from operations.
Employee benefit expenses include both variable expenses (directly linked to revenue from operations) and fixed expenses,
such as annual costs. These expenses encompass salaries, wages, and bonuses, directors' remuneration, gratuity, provident
fund and other employee funds, as well as staff welfare expenses. Based on the restated financials, employee benefit
expenses accounted for approximately 71.89%, 75.65%, 80.05%, 84.18%, of total income for the period ended September
30, 2025, and financial years ended March 2025, 2024, and 2023, respectively.
Finance Costs
Finance costs primarily include charges incurred from banking services, other financial charges associated with taking
loans or credit facilities, and the interest paid on loans. These costs are a direct result of the company's financing activities
and play a crucial role in supporting its operations and driving business growth. Based on the restated financials, finance
costs are negligible as a percentage of total income, accounting for approximately 1.75%, 0.95%, 0.36% and 0.12% of total
income for September 30, 2025, and for the years ended March 2025, March 2024 and 2023, respectively.
Depreciation and Amortization Expenses
Depreciation and amortization include depreciation on tangible assets, specifically Property, Plant, and Equipment. These
depreciable assets encompass equipment used by the company to provide services to customers, such as metal detectors
and other tools necessary for service delivery. Additionally, depreciable assets also include cars, office furniture, and
fixtures used for office operations. Based on the restated financials, depreciation and amortization expenses are negligible
as a percentage of total income, accounting for approximately 0.44%, 0.59%, 0.67% and 0.66% of total income for the
period ended September 30, 2025, and financial years ended March 2025, 2024, and 2023 respectively.
Other Expenses
In line with the company's operations and business model, the company incurs tender fees to participate in bids and tenders
for government institutions and organizations. Additionally, the company also incurs costs for consumable items used by
office staff. Other expenses include office rent, paid for offices located in different states, as well as professional fees,
electricity charges, interest on delayed GST compliances and various other operational expenses. Based on the restated
financials, other expenses, as a percentage of total income, accounted for approximately 6.21%, 8.28%, 8.35% and 4.63%,
of total income for the period ended September 30, 2025, and financial years ended March 2025, 2024, and 2023
respectively.
Tax Expenses
Tax expenses include both current tax and deferred tax. The provision for current taxation is computed in accordance with
the relevant tax regulations. Deferred tax is recognized on timing differences between accounting income and taxable
income for the year, and it is quantified using the tax rates and laws enacted or subsequently enacted as of the balance sheet
date. Deferred tax assets are recognized in the company’s books due to timing differences, such as those arising from
depreciation, provisions for gratuity under the Income Tax Act, and other differences between amounts recognized in the
books and actual amounts reported for tax purposes. Based on the restated financials, tax expenses as a percentage of total
income accounted for approximately 4.96%, 3.65%, 2.66% and 2.62% for the period ended September 30, 2025, and
financial years ended March 2025, 2024, and 2023 respectively. Furthermore, the effective tax rate as per the books has
been approximately 25% to 26% during past 3 years.
Financial Performance Highlights for the six months period ended on September 30, 2025 (Based on Restated
Consolidated Financial Statements)
Total Income:
Total income for the period ended on September 30, 2025 stood at ₹ 1969.3 Lakhs, which includes revenue from operation
amounting to ₹ 1967.85 lakhs and other income of ₹ 1.45 lakhs.
Other Income:
During the period ended on September 30, 2025, other income was ₹ 1.45 Lakhs. Major portion of the other income includes
Interest income on fixed deposits.
226Revenue from Operations:
During the period ended on September 30, 2025 revenue from operations stood at ₹ 1967.85Lakhs. The revenue from
operations includes Integrated facility management Services. The revenue from operation represents 99.93% of the total
revenue of the Company.
Employee benefits expenses:
Our Company has incurred ₹ 1415.81 Lakhs as employee benefits expense for the period ended on September 30, 2025.
Employees benefit cost represent approx. 71.89% of the total Income of the company as expense including Salaries and
wages, Staff welfare expenses, Contributions to Provident and other funds, Gratuity Expense.
Finance costs:
During the period ended on September 30, 2025, Finance cost of the company was ₹ 34.42 Lakhs representing approx.
1.75% of the total income. Major portion of the Finance costs includes Interest Expense and Other borrowing costs; bank
Charges.
Depreciation & amortization:
Depreciation and amortization for the period ended September 30, 2025 was ₹ 8.58 Lakhs. Depreciation represents approx.
0.44% of our total revenue as we operate on an asset light model.
Other expenses:
Other Expenses for the period ended September 30, 2025 stood at ₹ 122.35 Lakhs, representing approx 6.21% of the total
income. The major component of other expenses includes sub-contracting expenses, travelling and conveyance, appeal
fees, Legal fees, commission and brokerage, professional fees, Miscellaneous Expenses, rent, rates and taxes and freight
charges.
Restated Profit/losses before tax:
The Company reported Restated Profit before tax for period ended September 30, 2025 of ₹ 388.14 Lakhs.
Restated Profit/losses after tax:
The Company reported Restated Profit after tax for period ended September 30, 2025 of ₹ 290.45 Lakhs.
COMPARISON OF FINANCIAL YEAR ENDED MARCH 31, 2025 WITH FINANCIAL YEAR ENDED MARCH
31, 2024
Particulars Comments
Total Income Our Total Income increased by 10.45% to ₹3,656.04 Lakhs for Fiscal 2025 from ₹3,310.10 Lakhs for
Fiscal 2024. Total increase in total Income by Rs. 345.94 primary consists of increase in Rs. 272.25
crore of revenue from operations and Rs. 73.69 lakh from other income
Revenue from Our revenue from operations increased by 8.27%, reaching ₹3,565.54 Lakhs in Fiscal Year 2025,
Operations compared to ₹3,293.29 Lakhs in Fiscal Year 2024. This increase of ₹272.25 lakhs can primarily be
attributed to growth in line with overall industry and market trends, coupled with the successful
retention and continued engagement of existing clients. In addition, the Company has benefited from
improved execution efficiency, timely delivery of projects, and expansion in the scope of services
offered under ongoing contracts. The increase also reflects higher demand for our offerings in line
with government-led initiatives and sectoral momentum, as well as the Company’s continued focus
on strengthening client relationships and enhancing service quality.
Other Income Other income rose 438.37% to ₹90.50 Lakhs in FY 2025 (vs. ₹16.81 Lakhs in FY 2024), mainly due
to the write-off of certain creditor balances which, based on management’s assessment and
declarations, were no longer payable and accordingly written off in the books... This was partly offset
by lower interest income, as security and fixed deposits declined following a shift toward utilizing a
maximum bank guarantee facilities provided by bank which require deposit ofmargin money instead
of whole bank guarantee amount.
227Employee Employee benefits expense increased marginally by 4.39%, rising to ₹2,765.86 Lakhs for Fiscal Year
Benefit 2025 compared to ₹2,649.57 Lakhs in Fiscal Year 2024. This increase of ₹116.29 Lakhs was broadly
Expenses in line with the growth in revenue from operations, consistent with our business model. Importantly,
the percentage increase in employee benefit expenses was lower than the percentage increase in
revenue, reflecting the Company’s ability to effectively manage its workforce and derive benefits
from economies of scale and operational synergies.
Since we operate in the manpower services sector, our workforce comprises skilled, semi-skilled, and
unskilled employees. Through efficient workforce allocation, multipurpose deployment of employees
across projects, and improved productivity measures, the Company has been able to contain employee
cost escalation while supporting higher revenue growth. This demonstrates our focus on optimising
human resources, enhancing efficiency, and leveraging synergies across assignments, resulting in a
lower proportional increase in employee benefit expenses compared to revenue.
Finance Costs Our finance costs increased by 187.25%, rising from ₹12.08 Lakhs in Fiscal 2024 to ₹34.70 Lakhs in
Fiscal 2025. The increase of ₹22.62 Lakhs was primarily due to higher working capital loans availed
to support the growing scale of operations.
Depreciation Depreciation and amortization expenses decreased slightly by 2.29%, falling from ₹22.22 Lakhs in
& Fiscal 2024 to ₹21.71 Lakhs in Fiscal 2025. The decrease of ₹0.51 Lakhs is attributable to lower
Amortization incremental additions of depreciable assets compared to the previous year.
Other Other expenses increased by 9.55%, from ₹276.43 Lakhs in Fiscal 2024 to ₹302.82 Lakhs in Fiscal
Expenses 2025. The increase of ₹26.39 Lakhs was is primarily in line with the growth in revenue from
operations and is further influenced by the number of tenders applied for, which are closely associated
with revenue growth from the award of new tenders and projects..
Profit Before Profit before tax increased by 51.79%, rising from ₹349.80 Lakhs in Fiscal 2024 to ₹530.95 Lakhs in
Tax Fiscal 2025. The increase of ₹181.15 Lakhs is primarily driven by a lower percentage increase in
employee benefit expenses compared to the percentage increase in revenue from operations, reflecting
the benefits of effective workforce management and operating efficiencies. This improvement was
partly offset by higher finance costs, attributable to loans availed during the year for funding project
requirements. The PBT margin improved to 14.52% in FY 2025 from 10.57% in FY 2024, showing
stronger profitability
Tax Expense Tax expense increased from ₹88.04 Lakhs in Fiscal 2024 to ₹133.60 Lakhs in Fiscal 2025, an increase
of ₹45.56 Lakhs, in line with the higher profit before tax. The effective tax rate remained consistent
at around 25.17%.
Profit After Profit after tax (PAT) increased by ₹135.58 lakhs in FY 2025, primarily attributable to the increase in
Tax (PAT) profit before tax, which directly translated into higher profit for the year. The Company’s Profit After
and PAT Tax (PAT) margin increased from 8.00% in FY 2024 to 11.00% in FY 2025, while the Profit Before
Margin Tax (PBT) margin rose from 10.57% to 14.52% during the same period. This improvement was
achieved through a combination of higher business volumes, better utilisation of resources, and
effective control over direct and indirect costs.
Revenue from operations grew by 8.27% in FY 2025 compared to FY 2024, primarily driven by an
increased contribution from government and institutional projects. These projects generally carry
higher margins due to longer tenures, predictable billing cycles, and efficient manpower deployment.
In contrast, direct costs, mainly comprising employee benefit expenses, increased by only 4.39%,
indicating a slower growth rate relative to revenue. This differential led to a natural expansion of the
Company’s operating margins.
To support this performance, the Company implemented several internal measures, including
rotational deployment of manpower across multiple projects, enhanced employee productivity, and
multi-project utilisation strategies to reduce idle capacity. Additionally, process improvements,
strengthened supervision at client sites, and cost optimisation in travel, coordination, and
administrative functions contributed to improved efficiency.
Empirical data from the Company’s operational Key Performance Indicators (KPIs) reflects this
improvement in profitability:
Particulars FY 2024- FY 2023- FY 2022-23
25 24
Average Revenue per Employee (₹ in lakh) 2.94 3.46 3.21
228Average Employee Expenses per Employee (₹ in lakh) 2.28 2.79 2.71
Average Gross Margin per Employee (₹ in lakh) 0.66 0.68 0.50
Number of Customers Served 93 96 78
Average Revenue per Customer (₹ in lakh) 38.34 34.31 36.98
Average Expenses per Customer (₹ in lakh) 29.74 27.60 31.26
Average Gross Margin per Customer (₹ in lakh) 8.60 6.71 5.72
As seen above, the average gross margin per customer improved from ₹6.71 lakh in FY 2024 to ₹8.69
lakh in FY 2025, representing an increase of ₹1.99 lakh per customer. This improvement is directly
linked to higher revenue from key government projects, particularly from Project 1 and Project 2, as
detailed below:
Sr. No. Client / project name Party Sales for Sales for Difference
FY 2024-25 FY 2023-24
1 P roject 1 Government 701.34 273.79 427.55
2 Project 2 Government 335.59 24.87 310.72
During FY 2025, both Project 1 and Project 2 witnessed a substantial increase in manpower
deployment compared to the previous year. This surge in project activity, combined with effective
manpower planning, resource reallocation, and optimization of labour costs, resulted in better
utilization of human resources and improved efficiency across client sites. Consequently, the growth
in revenue was significantly higher than the proportional increase in employee and operating costs,
directly enhancing the Company’s gross margin per customer.
Overall, this operational efficiency and better project mix led to a gross margin enhancement of
approximately ₹182.78 lakh during FY 2025. Although the total number of customers served
decreased marginally from 96 in FY 2024 to 92 in FY 2025, which led to a small reduction of about
₹26.82 lakh in overall gross margin, the strong improvement in margin per customer more than offset
this impact. The increase in gross margin per customer thus remained the key driver of profitability
and improvement in the Company’s PAT margin for the year. Overall, the rise in gross margin per
customer and per employee demonstrates measurable productivity gains and effective cost control
empirical indicators of better operational efficiency. These factors collectively contributed to higher
profitability and an improved PAT margin in FY 2025. The management believes that these
improvements reflect the outcome of strategic initiatives focused on project selection, manpower
optimisation, and disciplined financial management. Company’s Profit After Tax (PAT) margin
increased from 8% in FY 2024 to 11% in FY 2025, while the Profit Before Tax (PBT) margin
correspondingly increased from 10.57% to 14.52% over the same period. The increase in PAT margin
is primarily attributable to a combination of revenue growth and effective cost management. Revenue
from operations grew by 8.27% in FY 2025 compared to FY 2024, driven largely by higher business
volumes and increased contribution from government and institutional projects, as detailed in the
Revenue from Operations line item. In contrast, direct costs, particularly employee benefits, increased
by only 4.39%, reflecting a lower proportional increase relative to revenue, as captured in the
Employee Benefit Expenses line item. Other line items such as Other Expenses remained stable due
to operational efficiencies and cost optimization initiatives, including rotational deployment of
employees, multi-project utilization, and leveraging operational synergies, thereby controlling
overheads. Finance costs and depreciation remained proportionate to prior periods, contributing to a
consistent margin profile. These measures ensured that the increase in direct costs was controlled
w hile revenue expanded, thereby enhancing overall profitability and resulting in a higher PAT margin.
COMPARISON OF FINANCIAL YEAR ENDED MARCH 31, 2024 WITH FINANCIAL YEAR ENDED MARCH
31, 2023
Particulars Comments
Our Total Income increased by 14.26% to ₹3,310.10 Lakhs for Fiscal 2024
Total Income
from ₹2897.08 Lakhs for Fiscal 2023.
229Particulars Comments
Our revenue from operations increased by 14.17%, reaching ₹3,293.29 Lakhs in Fiscal
Year 2024, compared to ₹2,884.64 Lakhs in Fiscal Year 2023. This increase of ₹408.65
Lakhs can primarily be attributed to the successful procurement of new tenders. The
company has leveraged its brand value and established reputation, this growing
recognition has been a significant factor in securing new contracts, driving overall
revenue growth during the fiscal year.
Revenue from operations
In FY2024, the company was able to successfully procure contracts based on its
eligibility criteria, along with the availability of sufficient funds to cover necessary
requirements, such as performance guarantees and Earnest Money Deposits (EMD).
However, it is important to note that this increase in revenue is in line with the
company’s ongoing operations and aligns with industry trends.
Our other income increased by 35.13%, rising to ₹16.81 Lakhs in Fiscal Year 2024,
compared to ₹12.44 Lakhs in Fiscal Year 2023. The increase of ₹4.37 Lakhs is primarily
Other Income
attributable to the interest earned, which resulted from a higher average security deposit
and an overall improvement in bank balances compared to the previous year.
The employee benefits expense increased by 8.65%, rising to ₹2,649.57 Lakhs for Fiscal
Year 2024, compared to ₹2,438.62 Lakhs for Fiscal Year 2023. This increase of ₹210.95
Lakhs was primarily attributed to higher salaries and wages. As mentioned earlier,
employee benefit expenses are a significant component of our overall costs, directly
linked to our revenue generation, reflecting our business model.
Employee Benefit Expenses The increase in salaries and wages is primarily driven by the growth in sales, following
the procurement of new tenders, which necessitated the expansion of our workforce to
meet the demands of these new contracts. As a result, employee expenses increased in
line with the growth in labour force required for the new projects. Despite the rise in
employee expenses, the percentage increase in these costs is lower than the growth in
revenue, indicating that the company is efficiently utilizing its workforce for the
awarded projects, optimizing labour allocation and managing expenses effectively.
Our finance costs increased by 250.14%, rising from ₹3.45 Lakhs in Fiscal 2023 to
₹12.08 Lakhs in Fiscal 2024. This increase of ₹8.63 Lakhs can primarily be attributed
to higher working capital loans, driven by the increased capital requirements to
participate in tenders.
Finance Costs
As the company expands and secures more tenders and projects, the demand for working
capital grows. To address these financial needs, the company has relied on working
capital loans and credit facilities, leading to a rise in finance costs.
Our depreciation and amortization expenses increased by 15.43% rising from ₹19.25
Lakhs in Fiscal 2023 to ₹22.22 Lakhs in Fiscal 2024. This increase of ₹2.97 Lakhs is
Depreciation & Amortization
primarily due to the addition of depreciable tangible assets, such as office cars, during
the fiscal year.
Other expenses increased by 105.97%, rising from ₹134.21 Lakhs in Fiscal 2023 to
₹276.43 Lakhs in Fiscal 2024. The increase of ₹142.22 Lakhs is primarily attributable
to recurring expenses, such as tender fees paid for bidding on projects. These expenses
vary depending on the number of tenders applied for, and they are closely linked to the
Other Expenses increase in revenue driven by the award of new tenders and projects. Additionally, there
were non-recurring or one-time costs incurred, including interest and late fees paid for
delayed compliance under ROC, EPF, and TDS. Moreover, there was a significant
increase in non-recurring professional charges, primarily due to business support
services availed.
Profit before tax increased by 16%, rising from ₹301.56 Lakhs in Fiscal 2023 to ₹349.80
Lakhs in Fiscal 2024. The increase of ₹48.24 Lakhs can be attributed to the faster growth
in revenue from operations, which outpaced the rise in the company’s expenses,
particularly employee benefit expenses, as previously discussed. The company
successfully secured new tenders, contributing to overall revenue growth. However, the
Profit Before Tax company efficiently managed its labour force, ensuring that the percentage increase in
employee expenses was lower than the percentage increase in revenue. Despite this
growth, increases in other expenses partially offset the rise in profit before tax. The profit
before tax margin for the Fiscal year 2024 was 10.62% and that for the Fiscal year 2023
was 10.45%. As can be seen from the figures, the margins remains consistent with the
prior year's margin, showing minimal variance.
230Particulars Comments
Our tax expense increased from ₹75.90 Lakhs in Fiscal 2023 to ₹88.04 Lakhs in Fiscal
2024. The increase of ₹12.14 Lakhs is primarily attributable to the rise in profit before
Tax Expense
tax by ₹48.24 Lakhs, reflecting an effective tax rate of 25.17%. We anticipate a further
increase in tax expenses in the coming periods, in line with the growth in profitability.
For the reasons discussed above, Profit after Tax (PAT) has increased by 16%, from
₹225.66 Lakhs in Fiscal 2023 to ₹261.76 Lakhs in Fiscal 2024. The increase in PAT is
primarily attributed to the growth in revenue from operations during FY 2024. PAT
margin for FY 2024 was 7.95% while that for FY 2023 was 7.82%. As can be seen from
the PAT margin numbers, it is worth noting that the PAT margin remains consistent with
Profit After Tax the prior year's margin, with only minor differences. This consistency is due to the
company’s efficient management of its labor force, ensuring that the percentage increase
in employee expenses was lower than the percentage increase in revenue. While there
was growth in PAT, increases in other expenses wholly offset the rise in profit before
tax. As a result, although PAT has increased in absolute terms, the relative increase in
PAT is marginal.
RELATED PARTY TRANSACTIONS
For information regarding Related Party Transactions, refer chapter titled “Related Party transactions” beginning on
page 219 of this Prospectus.
CONTINGENT LIABILTITES
For information regarding Contingent liabilities of our company, refer relevant chapter in chapter titled “Restated
Financial Statement” beginning on page 217 of this Prospectus.
DISCUSSION OF THE STATEMENT OF CASH FLOWS
The table below summaries our cash flows from our Restated Audited Financial Information for the six month period ended
September 30, 2025 and financial year ended March 31, 2025, 2024 and 2023:
(Amount in ₹ Lakhs)
For the period
For the Year
ended Year ended Year ended March
Particulars ended
September 30, March 31, 2024 31, 2023
March 31, 2025
2025
Net Cash (used in)/ generated from 99.78
25.15 54.06 45.42
Operating activities
Net Cash (used in)/ generated from (224.52)
(401.49) (200.59) (54.94)
Investing activities
Net Cash (used in)/ generated from 98.13
253.80 277.55 11.95
Finance activities
Net Increase/(Decrease) in Cash and (26.61)
(122.54) 131.02 2.43
Cash Equivalents
Note: In FY24, the company issued the right shares for consideration other than cash, for the procurement of property,
plant, and equipment worth ₹640 Lakhs. This transaction is not considered in the cash flow statement as it does not involve
cash flow. For further details regarding this transaction, please refer to the page 88 in the chapter titled Capital Structure
of this Prospectus.
CASH FLOW FROM OPERATING ACTIVITIES
For the six month ended September 30, 2025
The Net cash generated from operating activities is ₹99.27 Lakhs, which consists of profit before tax of ₹388.14 Lakhs as
adjusted primarily for:
• Depreciation and amortization expenses of ₹8.58 Lakhs.
• Interest income of ₹1.45 Lakhs.
• Finance charges of ₹34.42 Lakhs.
• Working capital changes mainly due to increase in trade receivables of ₹94.45 Lakhs, increase in loans and advances of
231₹186.79 Lakhs, increase in trade payables and other current liabilities of ₹1.94 Lakhs, and increase in short-term provisions
of ₹83.08 Lakhs.
• Direct taxes paid of ₹134.20 Lakhs.
For the financial year ended March 31, 2025
The Net cash generated from operating activities is ₹22.87 Lakhs, which consists of profit before tax of ₹530.95 Lakhs as
adjusted primarily for:
• Depreciation and amortization expenses of ₹21.71 Lakhs.
• Interest income of ₹3.51 Lakhs.
• Finance charges of ₹34.70 Lakhs.
• Working capital changes mainly due to increase in trade receivables of ₹37.14 Lakhs, increase in loans and advances of
₹75.76 Lakhs, decrease in trade payables and other current liabilities of ₹64.77 Lakhs, and decrease in short-term provisions
of ₹259.12 Lakhs.
• Direct taxes paid of ₹122.79 Lakhs.
For the financial year ended March 31, 2024
The Net cash generated from operating activities is ₹59.84 Lakhs, which consists of profit before tax of ₹349.80 Lakhs as
adjusted primarily for:
• Depreciation and amortization expenses of ₹22.22 Lakhs.
• Interest charges of ₹12.08 Lakhs.
• Interest income of ₹12.10 Lakhs.
• Working capital changes including decrease in trade receivables of ₹151.05 Lakhs, decrease in loans and advances of
₹1.73 Lakhs, decrease in trade payables and other current liabilities of ₹559.99 Lakhs, and increase in short-term provisions
of ₹145.40 Lakhs.
• Direct taxes paid of ₹50.35 Lakhs.
For the financial year ended March 31, 2023
The Net cash generated from operating activities is ₹42.67 Lakhs, which consists of profit before tax of ₹301.56 Lakhs as
adjusted primarily for:
• Depreciation and amortization expenses of ₹19.25 Lakhs.
• Interest charges of ₹3.45 Lakhs.
• Interest income of ₹10.95 Lakhs.
• Working capital changes including increase in trade receivables of ₹291.04 Lakhs, increase in loans and advances of
₹15.02 Lakhs, and increase in trade payables and other current liabilities of ₹69.99 Lakhs, along with increase in short-
term provisions of ₹4.25 Lakhs.
• Direct taxes paid of ₹36.24 Lakhs.
• Prior period adjustment of ₹2.57 Lakhs.
CASH FLOW FROM INVESTING ACTIVITIES
For the six month ended September 30, 2025
The Net cash used in investing activities is ₹224.52 Lakhs, primarily on account of:
• Addition to net fixed assets amounting to ₹0.57 Lakhs.
• Increase in non-current assets of ₹225.40 Lakhs.
• Partly offset by interest income of ₹1.45 Lakhs.
For the financial year ended March 31, 2025
The Net cash used in investing activities is ₹401.49 Lakhs, primarily on account of:
• Addition to net fixed assets amounting to ₹58.53 Lakhs.
• Increase in non-current assets of ₹346.47 Lakhs.
232• Partly offset interest income of ₹3.51 Lakhs.
For the financial year ended March 31, 2024
The Net cash used in investing activities is ₹200.59 Lakhs, primarily on account of:
• Addition to fixed assets amounting to ₹37.78 Lakhs.
• Increase in non-current assets of ₹174.91 Lakhs.
• Partly offset by interest income of ₹12.10 Lakhs.
For the financial year ended March 31, 2023
The Net cash used in investing activities is ₹54.94 Lakhs, primarily on account of:
• Addition to fixed assets and WIP amounting to ₹11.03 Lakhs.
• Increase in non-current assets of ₹54.86 Lakhs.
• Partly offset by interest income of ₹10.95 Lakhs.
CASH FLOW FROM FINANCING ACTIVITIES
For the six month ended September 30, 2025
The Net cash generated from financing activities is ₹98.64 Lakhs, primarily on account of:
• Decrease in long-term borrowings of ₹6.62 Lakhs.
• Increase in short-term borrowings of ₹139.17 Lakhs.
• Partly offset by interest paid of ₹34.42 Lakhs.
For the financial year ended March 31, 2025
The Net cash generated from financing activities is ₹256.08 Lakhs, primarily on account of:
• Increase in long-term borrowings of ₹78.51 Lakhs.
• Increase in short-term borrowings of ₹209.99 Lakhs.
• Partly offset by interest paid of ₹34.70 Lakhs.
For the financial year ended March 31, 2024
The Net cash generated from financing activities is ₹271.77 Lakhs, primarily on account of:
• Increase in long-term borrowings of ₹24.40 Lakhs.
• Increase in short-term borrowings of ₹70.23 Lakhs.
• Issue of share capital amounting to ₹195.00 Lakhs.
• Partly offset by interest paid of ₹12.08 Lakhs.
For the financial year ended March 31, 2023
The Net cash generated from financing activities is ₹14.70 Lakhs, primarily on account of:
• Increase in long-term borrowings of ₹15.40 Lakhs.
• Partly offset by interest paid of ₹3.45 Lakhs.
CAPITAL EXPENDITURE IN THE LAST THREE YEARS
For details and ageing of Capital Expenditure and Capital Work-in-progress, refer chapter titled “Restated Financial
Statements” beginning on page 217 of this Prospectus.
233QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Financial market Risk
Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk. We are exposed to
interest rate risk, inflation and credit risk in the normal course of our business.
Interest rate Risk
Our financial results are subject to changes in interest rates, which may affect our debt service obligations and our access
to funds.
Liquidity Risk
Liquidity risk is the risk that we will encounter difficulties in meeting the obligations associated with our financial liabilities
that are settled by delivering cash or another financial asset. Our approach to managing liquidity is to ensure, to the extent
possible, that we will have sufficient liquidity to meet our liabilities when they are due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to our reputation. We manage liquidity risk by
maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and
actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
Effect of Inflation
We are affected by inflation as it has an impact on the raw material cost, wages, etc. In line with changing inflation rates,
we rework our margins so as to absorb the inflationary impact.
Credit Risk
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum
exposure to the credit risk at the reporting date is primarily from trade receivables. Majority of the clients of the company
are Government entities, with no history of defaults. Hence, credit risk on the trade receivables are negligible. The company
takes adequate precaution in terms of evaluation of the creditworthiness of its direct clients. The track record of collection
of Trade Receivables has been very healthy.
OTHER FACTORS
Information required as per Item 11 (II) (C) (iv) of Part A of Schedule VI to the SEBI (ICDR) Regulation:
1. Unusual or infrequent events or transactions
There has not been any unusual trend on account of our business activity.
2. Significant economic changes that materially affected or are likely to affect income from continuing
operations.
Our business has been subject to economic changes, and we expect it to continue to be subject to significant economic
changes arising from the trends identified above in “Factors Affecting our Results of Operations” and the uncertainties
described in the section entitled “Risk Factors” beginning on page 38 of this Prospectus. To our knowledge, except
as we have described in this Prospectus, there are no known factors which we expect to bring about significant
economic changes.
3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales,
revenue or income from continuing operations.
Apart from the risks as disclosed under Section titled “Risk Factors” beginning on page 38 of the Prospectus, in our
opinion, there are no other known trends or uncertainties that have had or are expected to have a material adverse
impact on revenue or income from continuing operations.
4. Future changes in relationship between costs and revenues
Other than as described in the section titled “Risk Factors” and chapters titled “Our Business” and “Management’s
234Discussion and Analysis of Financial Condition and Results of Operations” on pages 38, 162 and 220 of this
Prospectus respectively, to our knowledge, no future relationship between expenditure and income is expected to have
a material adverse impact on our operations and finances.
5. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of
new products or services or increased sales prices
Changes in revenue in the last three financial years and the stub period September 30, 2025 are as explained in the
part “COMPARISON OF FINANCIAL YEAR ENDED MARCH 31, 2025 WITH FINANCIAL YEAR ENDED MARCH
31, 2024”, “COMPARISON OF FINANCIAL YEAR ENDED MARCH 31, 2024 WITH FINANCIAL YEAR ENDED
MARCH 31, 2023” and “COMPARISON OF FINANCIAL YEAR ENDED MARCH 31, 2023 WITH FINANCIAL
YEAR ENDED MARCH 31, 2022” above.
6. Total Turnover of Each Major Industry Segment in which the Issuer Operates
Following is the revenue bifurcation with respect to the services Issued by our Company:
Up to
FY 2022-
Service Category September % FY 2024-25 % FY 2023-24 % %
23
30, 2025
Manpower Services
Security Manpower 50% 1,677.79 47% 1,550.79 47% 1,274.64 44%
Personal Services 984.81
Other Manpower and 28% 1,142.81 32% 818.97 25% 517.19 18%
Supervision Services 551.65
Integrated Facility Management
431.39 22% 744.94 21% 923.53 28% 1,092.82 38%
Housekeeping Services
1,967.85 100% 3,565.54 100% 3,293.29 100% 2,884.64 100%
Total
(For the above details relating to revenue bifurcated into nature of services, we have relied upon the certificate
dated December 30, 2025 issued by the Statutory Auditors of our Company i.e.M/s PDMS AND CO., Chartered
Accountants)
For detailed information regarding the product Offerings and revenue bifurcation by geography, please refer to the
"Our Business" section on page 162 of this Prospectus.
7. Status of any publicly announced New Products or Business Segment
Except as disclosed in the chapter titled “Our Business” beginning on page 162 of this Prospectus, our Company
has not announced any new product or service. Further, there is no publicly announced new products or business
segment.
8. The extent to which business is seasonal
Services provided by the Issuer Company are such that they are required throughout the year and hence, the business
of the Issuer Company is not seasonal.
9. Significant Dependence on a single or few suppliers or customers
The table set forth below are contribution of our top customers towards our revenue from operations:
Particulars For the Year Ended on
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Amount % Amount % Amount % Amount %
Top 5
1,178.16 59.87% 2,276.77 63.85% 1,952.29 59.28% 1,847.96 64.06%
Customers
Top 10
1,484.46 75.44% 2,726.99 76.48% 2,451.77 74.45% 2,217.85 76.88%
Customers
235(For the above details relating to top 5/10 customers, we have relied upon the certificate dated December 30,
2025 issued by the Statutory Auditors of our Company i.e.M/s PDMS AND CO., Chartered Accountants)
10. Competitive conditions
Competitive conditions are as described under the head ‘Competition’ under chapters titled “Our Business”
on page 162 of this Prospectus.
(The rest of the page is intentionally left blank)
236CAPITALISATION STATEMENT
The following table sets forth our capitalization as of September 30, 2025, derived from our Restated Financial
Information. This table should be read in conjunction with “Risk Factors”, “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and “Restated Financial Information” beginning on pages 38, 220
and 217 respectively.
Following are the details of Capitalization Statement of “Armour Security (India) Limited” as on September 30,2025:
(₹ In Lakhs)
Pre-Issue As adjusted for the proposed
Particulars
(As of September 30, 2025) issue
Debt
Short Term Debt 419.37 419.37
Long Term Debt 181.72 181.72
Total Debts 601.09 601.09
Equity (Shareholder’s Fund)
Share Capital 1,222.00 1,687.00
Reserves & Surplus 911.62 3,097.12
Total Equity 2,133.62 4,784.12
Long term debt / shareholders’ 0.09
0.04
funds (B/D)
Total Debt/ Equity Shareholder’s 0.28
0.13
funds
Notes:
1. Short term Debts represent debts which are expected to be paid/payable within 12 months and includes current
maturity of long-term debt and Loans repayable on demand.
2. Long term Debts represent debts other than short term Debts as defined above but excludes installment of term
loans repayable within 12 months.
3. The figures disclosed above are based on restated statement of Assets and Liabilities of the Company as at
September 30, 2025
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237STATEMENTS OF FINANCIAL INDEBTEDNESS
Brief details on the financial indebtedness of the “ARMOUR SECURITY (INDIA). LIMITED” as on September 30,
2025 are as under:
Nature of Borrowing Amount (₹ in Lakhs)
Secured Borrowings
Fund Based 90.28
1.13
Auto Loan- ICICI Bank
6.79
Car Loan- HDFC Bank
Auto Loan- Union Bank of India 3.42
Business Term Loan-Deutsche Bank 78.94
Unsecured Borrowings
Fund Based 510.79
Bhavnesh Gupta 3.01
Dropdown Overdraft Loan (Business Loan)- Tata Capital 52.39
Finance Limited
Dropdown Overdraft Loan (Working Capital)- Tata 45.11
Capital Finance Limited
Business Loan- IDFC First Bank 40.33
Cash Credit- Deutsche Bank 336.82
Business Loan- Poonawalla Fincorp 33.13
Non-Fund Based
Bank Guarantee issued 164.09
Total 765.16
Unsecured borrowings include loans which, from the Company’s perspective, are unsecured. However, these borrowings
have been backed by security or personal guarantees provided by the directors/promoters of the Company
SECURED LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
Name Nature of Amount Amount outstanding as on Principal
Commencement
of the Sanctioned (₹ In September 30, 2025(₹ In Terms &
date
Lender Facility Lakhs) Lakhs) Conditions
1. Interest Rate:
7.9% p.a
2. Repayment:
ICICI
23-05-2022 Auto Loan 5.30 1.13 48 Monthly
Bank
Instalments
3. Security:
Vehicle
1. Interest Rate:
10.5% p.a
2. Repayment:
HDFC
24-07-2023 Car Loan 20.00 6.79 36 Monthly
Bank
Instalments
3. Security:
Vehicle
2381) Interest Rate:
9.75% (floating)
2) Repayment:
Union
Vehicle 84 Monthly
Bank of 03-05-2024 4.00 3.42
Loan Instalments
India
3) Secured:
Against Motor
vehicle
1) Interest Rate:
Floating rate
(Current rate
13.75%)
(EBTL+8.05%
05-01-2025
Sperad
Deutsch Sanction dated: Business
100 78.94 2) Repayment:
e Bank November Loan
36 Monthly
30,2024
Instalments
3) Secured:
Against working
capital and
equipment
Total 129.30 90.28
UNSECURED LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
Amount
outstanding
Commenc Amount
Name of as on Principal Terms &
ement Nature of the Facility Sanctioned
Lender September Conditions
date (₹ In Lakhs)
30, 2025 (₹ In
Lakhs)
1. Interest Rate: 10.5% p.a
Fixed and floating with Spread
of 9.25%. Current ROI -
10.95%
2. Repayment: 84 Monthly
Tata Instalments
Dropdown Overdraft
Capital 3. Security: Plot No. B-105,
04-01- Loan (Business Loan)-
Financial 68.76 52.39 Second floor (Rear side
2024 Tata Capital Finance
Services portion), Near Kotla
Limited
Limited Mubarakpurred Light defence
colony, New Delhi, 110024
4. Delayed Payment: Interest
Rate is 24% p.a
5. Foreclosure charges
applicable
1. Interest
Rate:MBOR+2.5% (floating)
30-08- 2. Repayment: Recallable on
2023with demand
Deutsche updated 3. Security: Residential
Cash Credit/Overdraft 495 336.82
Bank facilities Property bearing Plot No. - C-
dated 28- 589, Second floor (with Roof
07-2025 Rights Defense Colony, New
Delhi, 110024 held in the
name of Arnima Gupta
2391. Interest Rate: 15.5% p.a
Fixed
Tata Agreement 2. Repayment: 36 Monthly
Dropdown Overdraft
Capital dated Instalments
Loan (Business Loan)-
Financial 06/11/2024 60. 15 45. 11 3.
Tata Capital Finance
Services (Revised 4. Foreclosure charges: a)
Lim ited
Limited dat ed 6.5% within 9 month.
b) 4.5% + taxes on dropdown
limit amount
1. Interest Rate: Fixed 15.75%
2. Repayment term: 24
Sanction
Monthly Instalments
Poonawall dated
Business Loan 50.12 33.13 3. Prepayment charges: 5% +
a Fincorp 18.11.2024
Taxes on Outstanding
principal or 5% on amount
being prepaid after 6 month
1. Interest rate 15.25%
IDFC First 18-11- 2. Term 36 month
Business Loan 51.00 40.33
Bank 2024 3, Prepayment charges: 5% +
Taxes
Total 725.03 507.78
Details showed under contingent liabilities of the Restated Financial Statements as on September 30, 2025.
The bank guarantees issued in favour of the Company for the performance of the customers contract amounts to Rs. 164.09
lakhs. The Company is required to maintain the fixed deposits as required by the banks for the issuance of such bank guarantees,
on which the company earns an interest income.
(For the above details relating financial indebtedness we have relied upon the certificate dated December 30, 2025 issued
by the Statutory Auditors of our Company i.e., M/s. PDMS & Co., Chartered Accountants)
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240SECTION X - LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENT
Our Company, promoters/ promoting company(ies), group companies, companies promoted by the promoters/ promoting
company(ies) and our Directors, key managerial personnel and senior management are subject to various legal
proceedings from time to time, mostly arising in the ordinary course of our business. Except as stated in this section, there
are no:
(i) criminal proceedings;
(ii) actions by statutory or regulatory authorities;
(iii) disciplinary action including penalty imposed by SEBI or stock exchanges in the last five financial years including
outstanding action;
(iv) claims relating to direct and indirect taxes; and
(v) Material Litigation (as defined below)
Our Board of Directors, in its latest meeting held on August 28, 2025, determined that pending litigation involving the
Company, its promoters, directors, subsidiaries and group companies shall be considered "material" for the purpose of
disclosure in the Issue Documents if: -
(i) the aggregate amount involved in any such individual litigation exceeds 5% of the average profit / loss after tax (in
absolute terms) of the Company, based on the last three annual restated financial statements; or
(ii) where the decision in one litigation is likely to affect the decision in similar litigations, even though the amount involved
in such single litigation individually not exceed 5% of average profit/loss after tax in absolute terms of the Company, as
per the last three annual restated financial statement, if similar litigations put together collectively exceed 5% of the
average profit/loss after tax in absolute terms of the Company, as per the last three annual restated financial statement: or
(iii) the aggregate amount involved in any such individual litigation exceeds 2% of the revenue from operations, as per the
latest annual restated financial statements; or
(iv) the aggregate amount involved in any such individual litigation exceeds 2% of the net worth of the Company, as per
the latest annual restated financial statements; or
(v) litigations whose outcome could have a material impact on the business, operations, prospects or reputations of the
Company and the Board or any of its committees shall have the power and authority to determine the suitable materiality
thresholds for the subsequent financial years on the aforesaid basis or any other basis as may be determined by the Board
or any of its committees.
Our Board of Directors, in its meeting held on May 06, 2024, determined that outstanding dues to the creditors exceeding
10% of the total consolidated trade payables of the Company as per the latest restated financial statements of the Company,
as disclosed in the Issue Documents shall be considered as material dues (“Material Dues”) for the Company.
Our Board of Directors, in its meeting held on May 06, 2024, determined that Group companies of the Company shall
include such companies with which there were related party transactions as per the Restated Financial Statements of our
241Company and other Companies as considered material by our Board. Further, for the purpose of disclosure in relation to
Group Company in connection with the offer, a company shall be considered material and disclosed as a Group Company
if the Company is member of the Promoter Group with which our company has entered into one or more transactions
during the most recent Financial Year as included in the Restated Financial Statements, that which individually or
cumulatively exceeds 10% of the revenue of our Company derived from the Restated Financial Information of the last
completed full financial year.
Our Company, its Directors and its Promoters are not Wilful Defaulters and there have been no violations of securities
laws in the past or pending against them.
Except as disclosed below there are no criminal cases filed or nature of the investigation being undertaken with regard to
alleged commission of any offence by any of its directors and its effect on the business of the company, where all or any of
the directors of issuer have or has been charge-sheeted with serious crimes like murder, rape, forgery, economic offences.
SUMMARY OF OUTSTANDING LITIGATION
Nature of Cases Number of Cases Total Amount Involved
Proceedings against our Company
Civil Proceedings 1 Not Quantifiable
Criminal Proceedings NIL NIL
Tax Proceedings* 7 ₹ 7,60,14,200
Action by regulatory authorities 2 Not Quantifiable
Proceedings by our Company
Civil Proceedings 11 ₹ 3,93,25,354
Criminal Proceedings 1 ₹ 77,720
Tax Proceedings Nil Nil
Action by regulatory authorities Nil Nil
Proceedings against our Promoters, Directors & Key Managerial Personnel
Civil Proceedings Nil Nil
Criminal Proceedings Nil Nil
Tax Proceedings 1 ₹ 3,69,096
Action by regulatory authorities Nil Nil
Proceedings by our Promoters, Directors & Key Managerial Personnel
Civil Proceedings Nil Nil
Criminal Proceedings Nil Nil
Tax Proceedings Nil Nil
Action by regulatory authorities Nil Nil
Proceedings against our Group Companies
Civil Proceedings Nil Nil
Criminal Proceedings Nil Nil
Tax Proceedings Nil Nil
Action by regulatory authorities Nil Nil
Proceedings by our Group Companies
Civil Proceedings Nil Nil
Criminal Proceedings 1 ₹ 10,00,000
Tax Proceedings Nil Nil
Action by regulatory authorities Nil Nil
* Total amount involved in tax proceedings is 7.60 crores which includes SCN received from departments
* Total amount involved in civil proceedings by the company is 3.93 crores
* Certain amounts are not quantifiable as the relief sought is non-monetary
* Tax proceedings include show cause notices issued to the Company by the relevant authorities, where the adjudication
242process is ongoing and final orders are yet to be passed by the Department
Part-I LITIGATION RELATING TO THE COMPANY
I. FILED AGAINST THE COMPANY
a. Litigation Involving Criminal Laws
NIL
b. Litigation Involving Civil Laws
a. First Labour Court, Nagpur; Application (PW)/5/2023); This application was filed by Vijay
Mohadeo Lokhande and Others against the Director Visveshvaraya National Institute, Manager SI
S Ltd, Managing Director and the Vice President of M/s Armour Security India Pvt. Ltd., among
other parties. The case alleges violations under Section 15 of the Payment of Wages Act, 1936. The
case was related to Armour in providing services and company does not have any connection or
relation to that case but company has been impleaded as a party though no direct role is attributable
to it. Currently, the matter is pending adjudication and is at the "Evidence" stage..
c. Litigation Involving Actions by Statutory/Regulatory Authorities- NIL
d. Litigation Involving Tax Liabilities.
i. Direct Tax-
Our company has an outstanding demand of Rs.5,12,080, which pertains to the following:
• Interest on the delay in the deposit of TDS under Section 201 of the Income Tax Act.
• Late filing fees under Section 234E of the Income Tax Act
• Interest under Section 220(2) for failure to pay the amount as per notices received by the company
Since this demand is subject to submission of a reply to CPC (with justification to the Assessing Officer), the
demand is eligible for reduction through online correction by submitting an appropriate response.
ii. Indirect Tax-
Litigation Involving Service Tax
(i) Our company is in receipt of a SCN issued by the Commissioner Central Tax no 26/2021-22 dated
09.02.2022 raising an outstanding service tax demand of Rs 3,29,74,693 (Rupees Three Crore
Twenty-Nine Lakh Seventy-Four Thousand Six Hundred Ninety-Three). The brief facts of the matter
are such that an enquiry was conducted against our company and subsequently a show cause notice
dated 09.02.2022 was issued for contraventions of S. 75,76 and 77 of the Finance Act, 1994. Our
company has submitted its response to SCN denying all the allegations. The Company received a
hearing notice dated August 5, 2025, for personal hearing on August 12, 2025. However, due to
Independence Day celebrations, the hearing was cancelled. The Company has requested via email
for the next date of hearing. The order and proceedings in this matter is still pending adjudication
before the Hon’ble Forum.
Litigation Involving GST
(ii) GST Department has issued a SCN ZD070923065610D dated 27th September 2023 by demanding
of Rs. 42.80 lakh of total Tax. Company filed replies to those Show cause Notices dated 27th October
2432023 and 14th December 2023 and based upon that GST department has issued an order dated 27th
Dec 2023 for demanding an amount of Rs. 44.95 lakh. After that Company has filed an appeal to
Appellate Authority via. case id AD0708240133960 dated 05/08/2024 by depositing the 10% of tax
liability portion demanded. The proceedings are pending adjudication.
(iii) Delhi GST Department has issued a SCN ZD071124012778F dated 18th November 2024 by
demanding of Rs. 1.25 crore of total Tax for FY 2020-21 related matters of short payment tax or
excess availment of ITC. Company has filed a reply to that Show cause Notice and based upon that
GST department has issued an order dated 28th February 2025 for demanding an amount of Rs.
11.72 lakh and payment for the same are yet to be paid by the company and parllel proceedings are
pending adjudication with Central GST Department as well. Refer Section “Enforcement case under
GST against Company” for detail.
(iv) The GST Department issued a Show Cause Notice (SCN) bearing reference no. ZD070725004535G
through the GST portal dated 3 July 2025, demanding total GST of ₹337.86 lakh for FY 2021–22 in
relation to alleged short payment of tax and/or excess availment of input tax credit (ITC) pertaining
to the Delhi GST registration. Subsequently, the GST Department passed an order dated 22
December 2025, directing payment of ₹ ₹337.86 lakh, along with applicable interest and penalty.
The Company is in the process of filing an application for waiver and appeal against the said order.=
(v) GST Department has issued a SCN ZD071223069521L dated 13th Dec 2023 for demanding an
amount of Rs. 1.26 lakh by way of interest and late fees for non-payment of tax within due date.
Since Company has not provided any response within a time and Department has issued an order to
pay that tax.
(vi) The Haryana State GST Department has issued a show cause notice vide reference number
MA060725209195W dated July 30, 2025, and DRC-01 reference number ZD060825013722I dated
August 11, 2025 for an amount of Rs. 29.49 lakh, in respect of differences between Input Tax Credit
(ITC) availed in GSTR-3B and ITC available as per GSTR-2A. The Company is yet to submit their
reply to the said show cause notice. The order proceedings in this matter are currently pending
adjudication.
(vii) The Company has received Show Cause Notices (SCNs) no 406/2025-26 dated September 30, 2025
from the Office of the Commissioner, Central Goods and Services Tax (CGST), Delhi East
Commissionerate, under Section 73(1) and Section 74 read with section 76 of the CGST Act, 2017,
covering the Financial Years 2017–18 to 2019–20. The SCNs allege irregularities in the availment
of Input Tax Credit (ITC), non-payment of GST collected, and discrepancies between the ITC
claimed in GSTR-3B and the ITC reflected in GSTR-2A, along with other procedural non-
compliances. According to the notices, a total proposed tax and ITC demand of Rs.297.34 lakh and
penalties aggregating to Rs.297.44 resulting in a total potential liability of around Rs.594.78 lakh
(including tax and penalty). However, the State GST Department has already completed the
assessment for the same period, i.e., FY 2017-18 to FY 2019-20, and the related demands have either
been settled or are currently under appeal before the Appellate Authority. Further, the Company has
already received an order from the Hon’ble Supreme Court, wherein it has been held that parallel
proceedings by different tax authorities for the same matter and the same assessment period are not
244permissible under law. Relying on the said order, the Company intends to challenge the aforesaid
SCNs before the Hon’ble High Court.
Based on legal advice and the fact that the assessments for the relevant period have already been
concluded by another competent authority, the Company is of the view that the aforesaid matter does
not constitute a material contingent liability. Accordingly, this matter has been disclosed for
information purposes only and has not been included in the table of outstanding
litigations/contingent liabilities above.
Enforcement case under GST against Company
The Central and State GST Departments had initiated parallel proceedings in respect of the same matter. The
Company approached the Hon’ble Supreme Court and obtained an order clarifying that parallel proceedings
by both departments in respect of the same issue can be quashed. However, proceedings by the Central GST
Department in this matter are yet to be initiated and remain pending adjudication.
e. Action by regulatory authorities:
Our Company has voluntarily filed an adjudication application under GNL-1 before ROC, Delhi related to
following matters. An order related to such adjudication is pending:
a) Our Company has also made an application under Section 454 of the Companies Act, 2013 for
adjudication of the Past Non-Compliance with Object Clause of Memorandum of Association and filed
e-Form GNL-1 vide SRN: N26618546 dated January 11, 2025. The adjudication order from the Registrar
of Companies is awaited
b) Our Company noted that Mr. Vinod Gupta was disqualified under Section 164(2)(a) of the Companies
Act, 2013 with effect from November 1, 2016. Although the Registrar of Companies published the list
of disqualified directors on September 15, 2017, such disqualification operated retrospectively from
November 1, 2016. Accordingly, Mr. Gupta continued to hold office as a Director in our Company until
the date of such publication, which may constitute a technical non-compliance under Section 167(1)(a)
of the Companies Act, 2013. To address this matter, our Company has voluntarily made an application
to the Registrar of Companies, NCT of Delhi & Haryana under Section 454 of the Companies Act, 2013
for adjudication of the aforementioned non-compliance and filed e-Form GNL-1 vide SRN N26828475
dated January 14, 2025. The adjudication order is currently awaited.
c) Our Company has made an application with the Registrar of Companies, NCT of Delhi & Haryana under
Section 454 of the Companies Act, 2013 for adjudication and filed e-Form GNL-1 vide SRN N26828475
dated January 14, 2025. The Company is currently awaiting the order on the said adjudication application.
Due to an oversight, Form DIR-12 was not filed to record the vacation of office of Mr. Vinod Gupta
following his disqualification under Section 164(2)(a) of the Companies Act, 2013. Consequently, the
Annual Returns (Form MGT-7) for FY 2016–17 to FY 2020–21 incorrectly reflected him as a director.
Further, during the period of disqualification, Mr. Vinod Gupta inadvertently signed the financial
statements for FY 2019–20. This occurred as, on the date of signing, the Company had only one director
and based on the professional advice received at the time to meet statutory requirements, Mr. Vinod
Gupta was made to sign the financial statements. Our Company has submitted an addendum to the
245adjudication application to address this non-compliance arising from the inadvertent signing of the FY
2019–20 financial statements. The Company is currently awaiting the adjudication order from the
Registrar of Companies.
Pursuant to an adjudication application filed under Section 454 of the Companies Act, 2013, vide Form
GNL-1 (SRN N26618546), the Registrar of Companies, Delhi, vide File No. ROC/DL/ADJ-
2025/206(1)/ARMOUR/8535 dated October 6, 2025, has sought additional information regarding certain
non-compliances, including the continued reflection of disqualified director Mr. Vinod Gupta in Form
MGT-7, non-filing of Form DIR-12, and signing of financial statements for FY 2019-20. The matter is
currently under adjudication, and the order is yet to be passed.
f. Other Pending Litigation- NIL
II. CASES FILED BY THE COMPANY
a. Litigation Involving Criminal Laws –
a. Court of the Chief Metropolitan Magistrate, South-East, Saket, New Delhi, CC NI ACT – Complaint Case 138 NI
Act 866/2022; The Company has filed a criminal complaint under Section 138 of the Negotiable Instruments Act,
1881, against M/s Nilshikhaa Projects Ltd. and its directors, for dishonour of a cheque amounting to ₹77,720
(Rupees Seventy-Seven Thousand Seven Hundred and Twenty only), issued towards part payment of the
outstanding dues for security services provided by the Company. The matter is currently pending adjudication
before the said court.
b. Litigation Involving Civil Laws-
b. The Company has filed Civil Suit No. CS SCJ/146/2021 before the Court of the Senior Civil Judge-cum-RC, New
Delhi, Patiala House Courts, against Pratibha Impex Pvt. Ltd. and its directors, for recovery of dues pertaining to
manpower and security services provided by the Company. The suit seeks recovery of ₹1,56,204 (Rupees One
Lakh Fifty-Six Thousand Two Hundred and Four only), together with pendente lite and future interest at the rate
of 18% per annum. The matter is currently pending adjudication before the said court.
c. The Company has filed Civil Suit No. CS SCJ/145/2021 before the Court of the Senior Civil Judge-cum-RC, New
Delhi, Patiala House Courts, against Shipra Hotels Limited and its directors, for recovery of dues pertaining to
manpower and security services provided by the Company. The suit seeks recovery of ₹1,57,122 (Rupees One
Lakh Fifty-Seven Thousand One Hundred and Twenty-Two only), along with pendente lite and future interest at
the rate of 18% per annum. The matter is currently pending adjudication before the said court.
d. The Company has filed Civil Suit No. CS SCJ/144/2021 before the Court of the Senior Civil Judge-cum-RC, New
Delhi, Patiala House Courts, against Shipra Leasing Pvt. Ltd Shipra Estate Ltd. and its directors, for recovery of
dues pertaining to manpower and other security services provided by the Company. The suit seeks recovery of
₹1,58,060. The matter is currently pending adjudication before the said court.
e. The Company has filed Civil Suit No. CS SCJ/143/2021 before the Court of the Senior Civil Judge-cum-RC, New
Delhi, Patiala House Courts, against Shipra Estate Ltd. and its directors, for recovery of dues pertaining to
manpower and other security services provided by the Company. The suit seeks recovery of ₹1,47,070 (Rupees
246One Lakh Forty-Seven Thousand Seventy only), and the matter is currently pending adjudication before the said
court.
f. The Company has filed Execution Petition No. EX–EXECUTION 03/2024 before the Court of the Senior Civil
Judge-cum-RC, South-East District, Saket, New Delhi, against M/s Pretty Women, through its partner Mr. Ravi
Dhawan (the “Debtor”), for non-payment of outstanding dues pertaining to security services provided by the
Company. This petition seeks enforcement of the judgment and decree dated 31.08.2022 passed by the JSCC-cum-
ASCJ-cum-GJ, South-East District, Saket Court, New Delhi, in favour of the Company, awarding a principal
amount of ₹1,92,807, together with interest at the rate of 12% per annum, aggregating to a total claim of ₹4,41,862
in the execution proceedings. The Debtor has filed an appeal before the District and Sessions Judge, South-East,
Saket, registered as RCA DJ – Regular Civil Appeal No. 49/2022, challenging the decree of the lower court, which
is pending adjudication; however, no stay order has been granted, and the execution and recovery proceedings are
continuing before the court.
g. The Company has filed Execution Petition No. EXECUTION (COMM.) 89/2024 before the Court of the District
and Sessions Judge, South-East, Saket, New Delhi, against M/s Shiv Om Exports, seeking enforcement of the
Arbitral Award dated 29.11.2023 passed in favour of the Company. The award pertains to the security services
provided by the Company, for which the counterparty failed to make the due payment. Under the decree, the
Company has been awarded a principal amount of ₹39,33,704 (Rupees Thirty-Nine Lakh Thirty-Three Thousand
Seven Hundred and Four only) along with interest at the rate of 9% per annum and ₹50,914 towards suit fees,
aggregating to a total claim of ₹55,77,768 in the execution proceedings.
The matter is currently pending adjudication, and the recovery proceedings are ongoing before the Court.
h. The Company had a dispute with M/s Fashion Merchandising Company(debtor), to whom it had provided security
services. Upon failure of the debtor to make the due payment, the Company initiated appropriate legal proceedings
before the Civil Court. Vide judgment dated 31.08.2022, the Civil Court decreed the matter in favour of the
Company, awarding a sum of ₹1,59,408 (Rupees One Lakh Fifty-Nine Thousand Four Hundred Eight only) along
with interest at the rate of 12% per annum. Since the awarded amount has not been recovered or received till date,
the Company has filed Execution Petition No. 1521/2023 for enforcement and recovery of the decretal amount by
adding interest portion. Meanwhile, M/s Fashion Merchandising Company has preferred an appeal before the
District and Sessions Judge, South-East, Saket, registered as MCA DJ – Misc. Civil Appeal for DJ ADJ (50),
challenging the order of the lower court. The said appellate proceedings are currently pending adjudication.
Other civil proceedings:
i. The Company has initiated arbitration proceedings before the Delhi International Arbitration Centre (DIAC)
against PBM Hospital & Anr, bearing reference number DIAC I 9800/11-24, pursuant to a reference made by the
Micro and Small Enterprises Facilitation Council (MSEFC). The claim pertains to the recovery of outstanding dues
amounting to a principal sum of ₹2,07,49,149 (Rupees Two Crore Seven Lakh Forty-Nine Thousand One Hundred
and Forty-Nine only) for manpower and housekeeping services provided by the Company, which have remained
unpaid. In addition, the Company has claimed pre-filing interest of ₹1,11,80,440 (Rupees One Crore Eleven Lakh
Eighty Thousand Four Hundred and Forty only) and future interest at the rate of 12% per annum, compounded
247annually, until realisation of the awarded amount. These proceedings have been initiated under Section 18 of the
MSMED Act, 2006. The matter is currently pending adjudication before the DIAC.
j. The Company has filed a statement of claim before the Delhi International Arbitration Centre (DIAC) against Ajay
Raj Construction Pvt. Ltd. Via case reference number DIAC/10654/04-25, pursuant to a reference made by the
Micro and Small Enterprises Facilitation Council (MSEFC), for the recovery of unpaid dues pertaining to security
services provided by the Company. The claim seeks recovery of a principal amount of ₹81,904 (Rupees Eighty-
One Thousand Nine Hundred and Four only), together with pendente lite and future interest at the rate of 27.25%
per annum in accordance with the provisions of the MSMED Act, along with litigation costs of ₹1,30,000 (Rupees
One Lakh Thirty Thousand only). These proceedings have been initiated under Section 18 of the MSMED Act,
2006. The matter is currently pending adjudication before the DIAC.
k. The Company has initiated arbitration proceedings before the Delhi International Arbitration Centre (DIAC)
against M/s Care Cosmetics, bearing case reference number DIAC/10556/03-25, pursuant to a reference made by
the Micro and Small Enterprises Facilitation Council (MSEFC). The claim pertains to the recovery of outstanding
dues for security services provided by the Company, amounting to a principal sum of ₹2,66,760 (Rupees Two Lakh
Sixty-Six Thousand Seven Hundred and Sixty only), together with pendente lite and future interest at the rate of
27.25% per annum as per the provisions of the MSMED Act. These proceedings have been initiated under Section
18 of the MSMED Act, 2006. The matter is currently pending adjudication before the DIAC.
l. The Company has filed a statement of claim before the Delhi International Arbitration Centre (DIAC), bearing
reference number DIAC/10554/03-25, against Shib Dass Metals Pvt. Ltd., pursuant to a reference made by the
Micro and Small Enterprises Facilitation Council (MSEFC), for the recovery of unpaid dues pertaining to security
and manpower services provided by the Company. The claim seeks recovery of a principal amount of ₹71,511
(Rupees Seventy-One Thousand Five Hundred and Eleven only), together with pendente lite and future interest at
the rate of 27.25% per annum in accordance with the provisions of the MSMED Act, along with litigation costs of
₹1,30,000 (Rupees One Lakh Thirty Thousand only). These proceedings have been initiated under Section 18 of
the MSMED Act, 2006. The matter is presently pending adjudication before the DIAC.
c. Litigation Involving Actions by Statutory/Regulatory Authorities- NIL
d. Litigation Involving Tax Liabilities
i. Direct Tax – NIL
ii. Indirect Tax- NIL
e. Other Pending Litigation - NIL
Part-II LITIGATION RELATING TO THE DIRECTORS, PROMOTERS AND KMP OF THE COMPANY.
1. CASES FILED AGAINST THE COMPANY DIRECTOR AND PROMOTER
a. Litigation Involving Criminal Laws – NIL
b. Litigation Involving Civil Laws – There are no litigations pending in the personal capacity of any of the
promoters, directors, or key managerial personnel (KMP) of the Company, except in their capacity as
representatives, promoters, or directors of the Company. The details of such cases, wherever applicable, have
been disclosed in the sections above pertaining to the Company’s legal proceedings.
248c. Litigation Involving Actions by Statutory/Regulatory Authorities- NIL
d. Litigation Involving Tax Liabilities
i. Direct Tax –
a. Except as disclosed below, there are no proceedings related to direct taxes pending against our
Promoters, Directors and KMP:
Particular No of Proceedings Amount
Arnima Gupta 1 Rs. 3,69,096
ii. Indirect Tax- NIL
e. Other Pending Litigation- NIL
2. CASES FILED BY COMPANY DIRECTORS AND PROMOTERS
a. Litigation Involving Criminal Laws – NIL
b. Litigation Involving Civil Laws - NIL
c. Litigation Involving Actions by Statutory/Regulatory Authorities- NIL
d. Litigation Involving Tax Liabilities
a. Direct Tax – NIL
b. Indirect Tax- NIL
e. Other Pending Litigation- NIL
Part III- LITIGATION RELATING TO GROUP COMPANIES OTHER THAN CORPORATE PROMOTERS
1. CASES FILED AGAINST GROUP COMPANIES OTHER THAN CORPORATE PROMOTERS
a. Litigation Involving Criminal Laws – NIL
b. Litigation Involving Civil Laws-NIL
c. Litigation Involving Actions by Statutory/Regulatory Authorities- NIL
d. Litigation Involving Tax Liabilities
1) Direct Tax-NIL
2) Indirect Tax- NIL
e. Other Pending Litigation – NIL
2. CASES FILED BY GROUP COMPANIES OTHER THAN CORPORATE PROMOTERS
a. Litigation Involving Criminal Laws –
1. One of our group companies namely M/s Viarn Infrastructure Private Limited (hereinafter referred to as ‘the
Complainant’) has filed a complaint case bearing case no: 16450/2019 under section 138 and 142 of the
Negotiable Instruments Act, 1881, before the CMM Court South-East Saket. The brief facts of the matter are
such that one Mr. Rahul Puri (hereinafter referred to as ‘the Accused’) approached the directors of the
complainant company with a demand of a loan of Rs 18,00,000 (Rupees Eighteen Lakhs) to restructure their
business to be loaned over a period of 1 (one) year. The Accused promised a health rate of interest at the rate of
18 % p.a on the loan amount. On repeated requests made by the accused, the complainant disbursed the total
amount of Rs. 18,00,000 (Rupees Eighteen Lakhs) in case to the accused person from June 2017-March 2018.
That thereafter the accused did not return the money in due time and in order to discharge of his liability handed
249over 2 cheques to the Complainant company for an amount of Rs.5,00,000 (Rupees Five Lakhs) each. Both the
cheques issued were dishonored with the remarks ‘Funds insufficient’. Thereafter, a legal notice was sent to the
accused and as a result a settlement was agreed upon wherein the complainant again issued two different cheques
one in the name of Vinod Gupta (Director of the Complainant Company) for sum of Rs. 7,00,000 [Rupees Seven
Lakhs] and other in the name of Complainant Company for a sum of Rs. 10,00,000 [Rupees Ten Lakhs]. The
cheque was presented to the banker for clearance but was returned dishonored vide return memo dated 07.06.2019
with remarks “Drawer Signature Different” and thus the present suit under section 138 and 142 of the Act has
been filed by the complainant company demanding an outstanding amount of Rs. 10,00,000 [Rupees Ten Lakhs].
The case is pending adjudication before the Hon’ble court.
b. Litigation Involving Actions by Statutory/Regulatory Authorities- NIL
c. Litigation Involving Tax Liabilities
a. Direct Tax – NIL
b. Indirect Tax- NIL
d. Other Pending Litigation- NIL
OUTSTANDING LITIGATION AGAINST OTHER PERSONS AND COMPANIES WHOSE OUTCOME
COULD HAVE AN ADVERSE EFFECT ON OUR COMPANY
As on the date of the Prospectus, there is no outstanding litigation against other persons and companies whose outcome
could have a material adverse effect on our Company.
DISCIPLINARY ACTION INCLUDING PENALTY IMPOSED BY SEBI OR STOCK EXCHANGES AGAINST
THE ISSUER/ ITS DIRECTORS/ PROMOTERS/ SUBSIDIARIES IN THE LAST FIVE FINANCIAL YEARS
INCLUDING OUTSTANDING ACTION
The Company has confirmed that no disciplinary action has been initiated or is pending with SEBI or Stock Exchanges in
the last five years.
DISCLOSURES PERTAINING TO WILFUL DEFAULTERS
Neither our Company, nor our Promoters, nor Group Companies and nor Directors have been categorized or identified as
willful defaulters by any bank or financial institution or consortium thereof, in accordance with the guidelines on willful
defaulters issued by the Reserve Bank of India. There are no violations of securities laws committed by them in the past or
are currently pending against any of them.
OUTSTANDING DUE TO MICRO, SMALL AND MEDIUM ENTERPRISES OR ANY OTHER CREDITORS:
A creditor of the Company shall be considered to be material for the purpose of disclosure in the Issue Documents, if
amounts due to such creditor exceeds 10% of the total consolidated trade payables of the Company as per the latest restated
financial statements of the Company, as disclosed in the Issue Documents.
Details of outstanding dues to creditors (including micro and small enterprises as defined under the Micro, Small and
Medium Enterprises Development Act, 2006) as required under the SEBI (ICDR) Regulations have been disclosed on our
website at https://www.armoursecurities.com/.
In accordance with our Company’s materiality policy, below are the details of the Creditors where there are outstanding
amounts as on September 30, 2025:
Type of Creditors Number of Creditors Outstanding Amount (Rs in Lakh)
Dues to micro, small and medium Nil Nil
enterprises
Dues to Material Creditors 01 8.75
250Dues to other creditors 29 6.88
Total 30 15.63
MATERIAL DEVELOPMENTS SINCE THE LAST BALANCE SHEET
Except as disclosed under the chapter - “Management Discussion and Analysis of Financial Condition and Result of
Operation” on page no. 220 of this Prospectus, there have been no material developments, since the the last audited balance
sheet.
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251GOVERNMENT AND OTHER APPROVALS
Our Company is in receipt of the necessary consents, licenses, registrations, permissions and approvals from the
Government of India and various governmental agencies required to undertake this Issue and carrying on our present
business activities. Our Company undertakes to obtain all material approvals and licenses and permissions required to
operate our present business activities. Unless otherwise stated, these approvals and licenses are valid as on the date of this
Prospectus and in case of licenses and approvals which have expired; we have either made application for renewal or are
in the process of making an application for renewal. In order to operate our business, we require various approvals and/or
licenses under various laws, rules and regulations.
The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our Company
to undertake its existing business activities.
In view of the approvals listed below, the Company can undertake this Issue and its current business activities and no
further major approvals from any governmental or regulatory authority except proposed activities of Company or any other
entity are required to undertake the Issue or continue its business activities.
Following statement sets out the details of licenses, permissions and approvals obtained by the Company under various
central and state legislations for carrying out its business activities for details in connection with the regulatory and legal
framework within which the Company operates, see “Key Regulations and Policies”
COMPANY RELATED APPROVALS FOR THE ISSUE
Corporate Approval:
Our Company was originally incorporated as “Armour Security (India) Private Limited” on August 27, 1999, vide
Corporate Identification Number U74920DL1999PTC101313 under the provision of Companies Act, 1956 issued by the
Registrar of Companies, Delhi. Further, the name of Company was changed from “Armour Security (India) Private
Limited” to Armour Security (India) Limited vide special resolution passed in the Extraordinary General Meeting dated
Feb 09,2024 vide certificate of incorporation pursuant to change of name, issued pursuant to Rule 29 of The Companies
(Incorporation) Rules, 2014 vide Corporate Identification Number (CIN): U74920DL1999PLC101313 dated May 03,
2024, issued by the Registrar of Companies, RoC-CPC,
Subsequently Company was converted into Public Limited Company vide a fresh certificate of incorporation issued by
Registrar of Companies, Delhi consequent upon conversion from Private Limited to Public Company dated May 03, 2024,
to its present name of “Armour Security (India) Limited” with the Corporate Identification Number
U74920DL1999PLC101313.
The Fresh Issue of Equity Shares in terms of this Prospectus has been authorized by a resolution of the Board of Directors
of the Company passed at their meeting held on 27th November 2023, pursuant to Section 62(1) (c) of the Companies Act.
The Fresh Issue of Equity Shares in terms of this Prospectus has been authorized by a special resolution of the shareholders
of the Company passed at the Annual General Meeting held on 30th September 2024, pursuant to Section 62(1)(c) and
other applicable provisions of the Companies Act 2013.
In-principal Approval from the Stock Exchange:
The Company has received In-principal approval from NSE vide their letter dated November 28, 2025 to use the name of
NSE in this Prospectus for listing of the Equity Shares NSE SME.NSE is the Designated Stock Exchange.
Agreements with NSDL and CDSL:
The Company has entered into an agreement dated February 21, 2024 with the Central Depository Services (India) Limited
(“CDSL”) and dated 07/03/2024 with National Securities Depository Limited (NSDL) and the Registrar Transfer Agent,
who in this case is, Skyline Financial Services Private Limited dated 03/06/2024 for the dematerialization of its shares.
The Company's International Securities Identification Number ("ISIN") is INE0TZX01019.
252APPROVALS IN RELATION TO THE BUSINESS OPERATIONS
Regulatory approvals of our Company
Registration No./
Sr. Details of Registration/
Reference No./ Issuing Authority Date of Expiry
No. Certificate/
License No.
1 Licenses under the Private The Controlling
Security Agencies PSA/L/7/PB/2022/AUG/3/ Authority,
August 15, 2026
(Regulation) Act, 2005 462 Government of
Punjab
2 Licenses under the Private
The Controlling
Security Agencies PSA/L/59/DL/2021/DEC/3 December 29,
Authority, NCT of
(Regulation) Act, 2005 /686 2026
Delhi
3 Licenses under the Private The Controlling
Renewal applied
Security Agencies PSA/L/2/MH/2020/AUG/3 Authority,
on August 22,
(Regulation) Act, 2005 /269 Government of
2025
Maharashtra
4 Licenses under the Private The Controlling
Security Agencies Authority,
455 April 29, 2027
(Regulation) Act, 2005 Government of
Himachal Pradesh
5 Licenses under the Private The Controlling
Security Agencies PSA/L/10/HR/2023/JUN/3 Authority,
May 31, 2028
(Regulation) Act, 2005 /857 Government of
Haryana
6 The Controlling
Licenses under the Private
Authority,
Security Agencies PSA/L/65/UP/2024/MAY/
Government of Uttar April 18, 2028
(Regulation) Act, 2005 3/2050
Pradesh
Additional
Commissioner of
Labour, Maharashtra
Shop and
Maharashtra Shops &
7 2452300319426395 Establishments Applied
Establishment
(Regulations of
Employment and
conditions of
Service) Act, 2017
Chief Inspector of
Shops and Till the date of
Uttar Pradesh Shops and
8 UPSA10733565 Commercial Establishment
Commercial Establishment
Establishment, Uttar exists
Pradesh
Inspector, Shops and
Himachal Pradesh Shops & Commercial
December 31,
9 Establishment 9201L1324E114 Establishment
2028
Sirmour, Himachal
Pradesh
Inspector, Shop
Haryana Shops & and
PSA/REG/GGN/LI-GGN- Valid Till
10 Establishment Commercial
3/0204132 Cancelled
Establishment,
Chandigarh
Punjab Shops &
Inspector, Shop Valid Till
11 Establishment DER01/202112/54730
and Cancelled
253Commercial
Establishment
Chief Inspector,
Valid till
12 Delhi Shops & Establishment 20230725 18 Department of
Cancelled
Labour, Delhi
13 Ministry of Micro,
UDYAM Registration
UDYAM-DL-08-0016418 Small and NA
certificate
Medium Enterprises
14 Government Purchase NSIC/GP/DEL/2017/5959 Sr. Manager NSIC
March, 15, 2026
Enlistment Certificate 4 BO DELHI
15
NSIC/GP/DEL/2017/0030 Sr. Manager NSIC
Store Details Certificate March, 15, 2026
852 BO DELHI
Note: - few of aforesaid License/certificate are in the name of the Armour Security (India) Private Limited, our
company are under process for updating name on License/certificate.
Employee Related Approvals
Sr. Details of Registration No./ Date of Date of
No. Registration/ Issuing Authority Reference No./ Issue/ Expiry
Certificate/ License No. Renewal
1. Employees’ Office of the Regional Provident NA
Provident Fund Commissioner DLCPM00226730 24/08/2022
Fund 00
Registration
2 Employees’ State Sub-Regional Office, Employees’ NA
Insurance State Insurance Corporation, 200005538300010 08/06/2010
Corporation Delhi 18
Registration
3 Employees’ State Sub-Regional Office, Employees’ NA
Insurance State Insurance Corporation, 692005538300110
01/07/2014
Corporation Gurgaon (Haryana) 18
Registration
4 Employees’ State Sub-Regional Office, Employees’ NA
Insurance State Insurance Corporation, 292005538300110
01/06/2015
Corporation Jalandhar (Punjab) 18
Registration
5 Employees’ State Sub-Regional Office, Employees’ NA
Insurance State Insurance Corporation, 142005538300110
22/06/2015
Corporation Baddi (Himachal Pradesh) 18
Registration
6 Employees’ State Sub-Regional Office, Employees’ NA
Insurance State Insurance Corporation, 672005538300110
01/10/2017
Corporation Noida (Uttar Pradesh) 18
Registration
7 Employees’ State Sub-Regional Office, Employees’ NA
Insurance State Insurance Corporation, 232005538300110
01/11/2020
Corporation (Maharashtra) 18
Registration
Note: - Few aforesaid License/certificate are in the name of the Armour Security (India) Private Limited, our
company are under process for updating name on License/certificate.
Note:-- The details of the above licenses, which are active and operational as on date, are provided.
254Tax Related Approvals
Nature of
Sr. Registration/ Issuing Date of
Registration/License Applicable Laws
No License No. Authority Expiry
Permanent Account Income Tax Valid till
1. AADCA5862E Income Tax Act, 1961
Number (PAN) Department cancelled
Tax Deduction Account Number
Tax Deduction Income Tax Valid till
2. Account Number DELA15513B Income Tax Act, 1961 Department cancelled
(TAN)
Goods and Services Tax
06AADCA5862E1Z Government of Valid till
GST Registration,
3. V India cancelled
Haryana
Central Goods and
GST Registration
07AADCA5862E2ZS Services Tax Act, 2017
Delhi
GST Registration,
03AADCA5862E1Z1
Punjab
GST Registration,
09AADCA5862E1ZP
U.P
Professional Tax
Maharashtra State Tax Government of Valid till
on Professions, Trades, Maharashtra cancelled
4. Professional Tax 27721822667P
callings and
Employment Act, 1975
Note: - few of aforesaid License/certificate are in the name of the Armour Security (India) Private Limited, our
company are under process for updating name on License/certificate.
Note: - The details of the above licenses, which are active and operational as on date, are provided.
Other Approvals and quality certifications
Registration
No./ Date of
Sr. Details of Registration/ Date of
Issuing Authority Reference Issue/
Certificate Expiry
No./ License Renewal
No.
No.
1. ISO 9001:2015 Magnitude Management Services 24MEQSC19 23/05/2024 22/05/2027
(Quality Pvt Ltd
Management System)
2 SA 8000:2014 (Social Optimum Certifications Inc. SA/242693 18/10/2024 17/10/2027
Accountability
Management System)
3 ISO 45001:2018 Magnitude Management Services 23EOMR01 25/09/2023 24/09/2026
(Occupational Health Pvt. Ltd.
and Safety Management
system)
4 ISO/IEC 27001:2022 Magnitude Management Services 23MEQOT96 28/11/2023 27/11/2026
(Information Security Pvt. Ltd.
Management System)
5 ISO 14001:2015 Magnitude Management Services 23EEMB02 25/09/2023 24/09/2026
(Environmental Pvt. Ltd.
Management System)
1. ISO 9001:2015 Magnitude Management Services 24MEQSC19 23/05/2024 22/05/2027
(Quality Pvt Ltd
Management System)
255Note: - few of aforesaid License/certificate are in the name of the Armour Security (India) Private Limited, our
company are under process for updating name on License/certificate.
INTELLECTUAL PROPERTY RELATED APPROVALS
Sr. Word/ Label/ Mark/Design Application Class Registration/Applicati Status/
No. No. on date Validity
1. *ARMOUR SECURITY 6302911 45 February 14, 2024 Registered
(INDIA) PVT. LTD
2. *ARMOUR SECURITY 6519770 45 October 07, 2024 Formalities
(INDIA) LTD check Pass
APPROVALS DETAILS OF DOMAIN NAME REGISTERED IN THE NAME OF THE COMPANY
SR. NO. DOMAIN NAME AND ID IANA ID CREATION EXPIRY DATE
DATE
1. Domain name – 303 February 23, 2015 July 21, 2026
www.armoursecurities.com
www.armoursecurities.in
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256OTHER REGULATORY AND STATUTORY DISCLOSURES
Corporate Approval:
The Fresh Issue of Equity Shares in terms of this Red Herring Prospectus has been authorized by a resolution of the Board
of Directors of the Company passed at their meeting held on August 28, 2024, pursuant to Section 62(1) (c) of the
Companies Act.
The Fresh Issue of Equity Shares in terms of this Prospectus has been authorized by a special resolution of the shareholders
of the Company passed at the Annual General Meeting held on September 30, 2024, pursuant to Section 62(1)(c) and other
applicable provisions of the Companies Act 2013.
Our Board has approved the Draft Red Herring Prospectus through its resolution dated September 12, 2025, and Red
Herring Prospectus through resolution dated January 07, 2026 and Prospectus through resolution dated January 20, 2026.
Government and other Approvals
Our Company has also obtained all necessary contractual approvals required for the Issue. For further details, refer to the
chapter titled ‘Government and Other Approvals on page 252 of this Prospectus.
In-Principle Listing Approval
The Company has received In-principal approval from NSE vide their letter dated November 28, 2025, to use the name of
NSE in this Prospectus for listing of the Equity Shares on Emerge Platform of NSE. Emerge Platform of NSE is
the Designated Stock Exchange.
PROHIBITION BY SEBI, RBI OR ANY OTHER GOVERNMENTAL AUTHORITY
Our Company, our Promoter, Promoter Group, our directors or person(s) in control of the promoter of our Company have
not been prohibited from accessing the capital market or debarred from buying, selling, or dealing in securities under any
order or direction passed by the SEBI or any securities market regulator in any other jurisdiction or any other
authority/court.
Our Company, our Promoter, Promoter’ Group are in compliance with the Companies (Significant Beneficial Ownership)
Rules, 2018.
None of our Directors are in any manner associated with the securities market and there has been no action taken by the
SEBI against the Directors or any other entity with which our directors are associated as Promoter or directors.
There is neither any violation of securities law committed and/or pending by any of them in the past, nor have any company
with which the Issuer Company, its Promoter, Directors, persons in control of the Company or any natural person behind
the Promoter are or were associated as a promoter, director or person in control, been debarred or prohibited from accessing
the capital markets under any order or direction passed by the SEBI or any other regulatory or government authority.
PROHIBITION WITH RESPECT TO WILFUL DEFAULTER OR FRAUDULENT BORROWER
Neither our Company, our Promoter, our Directors, our Promoter Group or our Group Companies have been identified as
willful defaulter or fraudulent borrower by the RBI or any other governmental authority as defined by SEBI ICDR
Regulations, 2018.
COMPLIANCE WITH THE COMPANIES (SIGNIFICANT BENEFICIAL OWNERSHIP) RULES, 2018
Our Company, our Promoter and our Promoter’ Group are in compliance with the Companies (Significant Beneficial
Ownership) Rules, 2018 (‘SBO Rules’), to the extent applicable, as on the date of this Prospectus.
257ELIGIBILITY FOR THE ISSUE
The Company is eligible for this issue in terms of Chapter IX of the SEBI (ICDR) Regulations, as:
Our Company is an ‘Unlisted Issuer’ in terms of SEBI (ICDR) Regulations, 2018 and this Issue is an ‘Initial Public Issue’
in terms of such regulations.
Our Company is eligible for this Issue in accordance with Regulation 229(2) and other provisions of Chapter IX of SEBI
ICDR Regulations, as we are an issuer whose post issue capital is more than Ten Crores Rupees and up to Twenty-Five
Crores Rupees, and we may hence issue Equity shares to public and propose to list the same on Small and Medium
Enterprise Exchange [in this case being the EMERGE platform of NSE i.e. NSE Emerge]
We confirm that:
• In accordance with Regulation 260 of the SEBI (ICDR) Regulations, this issue will be 100% underwritten and that
the BRLM to the Issue shall underwrite minimum 15% of the Total Issue Size. For further details pertaining to said
underwriting please refer the head titled “Underwriting Agreement” under the chapter titled “General Information”
on Page no.73 of this Prospectus.
• In accordance with Regulation 268 of the SEBI (ICDR) Regulations, we shall ensure that the total number of proposed
allottees in the Issue shall be greater than or Equal to fifty (50), otherwise, the entire application money will be
unblocked forthwith. If such money is not repaid within specified time from the date our Company becomes liable to
repay it, then our Company and every officer in default shall, on and from expiry of timeline, be liable to repay such
application money, with interest at the rate 15% per annum.
• In terms of Regulation 246(5) of the SEBI (ICDR) Regulations, we shall ensure that our Book Running Lead
Manager submits a copy of the Prospectus along with a Due Diligence Certificate including additional
confirmations as required to SEBI at the time of filing the Prospectus with Stock Exchange and the Registrar of
Companies. Further, in terms of Regulation 246(2), SEBI shall not issue observation on the Prospectus.
• In accordance with Regulation 261(1) of the SEBI (ICDR) Regulations, we hereby confirm that we will enter into an
agreement with the Book Running Lead Manager and with Market Maker to ensure compulsory Market Making for
a minimum period of three (3) years from the date of listing of Equity Shares on the SME Platform of NSE (NSE
EMERGE). For further details of the arrangement of market making please refer heading titled “Details of Market
Making Arrangement for this Issue” under the chapter titled “General Information” on page no. 73 of this
Prospectus.
• In accordance with Regulation 228(c) of the SEBI (ICDR) Regulations, Neither the issuer nor any of its promoters or
directors is a willful defaulter or a fraudulent borrower.
• In accordance with Regulation 228(d) of the SEBI (ICDR) Regulations, None of the Issuer’s promoters or directors
is a fugitive economic offender.
• In accordance with Regulation 230(1)(a) of the SEBI (ICDR) Regulations, Application is being made to SME
Platform of NSE and National Stock Exchange of India Limited is the Designated Stock Exchange.
• In accordance with Regulation 230(1)(b) of the SEBI (ICDR) Regulations, our Company has entered into an
agreement with depositories for dematerialization of specified securities already issued and proposed to be issued.
• In accordance with Regulation 230(1)(c) of the SEBI (ICDR) Regulations, all the present Equity share Capital is fully
Paid-up.
• In accordance with Regulation 230(1)(d) of the SEBI (ICDR) Regulations, all the specified securities held by the
promoters are already in dematerialized form.
• Our Company shall mandatorily facilitate trading in Demat securities for which we have entered into an agreement
with the Central Depositary Services Limited (CDSL) dated March 05, 2024, and National Securities Depository
Limited (NSDL) dated March 07, 2024 for establishing connectivity.
258• Our Company has a website i.e. www.armoursecurities.com
• There has been no change in the promoters of the Company in the preceding one year from the date of this
Prospectus.
• We further confirm that we shall be complying with all the other requirements as laid down for such an issue under
Chapter IX of SEBI (ICDR) Regulations, as amended from time to time and subsequent circulars and guidelines
issued by SEBI and the Stock Exchange.
NSE EMERGE ELIGIBILITY NORMS
We confirm that we comply with all the below requirements / conditions so as to be eligible to be listed on the SME
Platform of NSE:
In terms of Regulation 229(3) of the SEBI (ICDR) Regulations, we confirm that we have fulfilled eligibility criteria for
SME platform of NSE, which are as under:
Incorporation
Our Company was incorporated as a Private Limited Company on August 27, 1999, under the Companies Act, 1956. Later
our Company was converted into a public limited Company pursuant to a special resolution passed in the Extraordinary
General Meeting of Shareholders held on February 09, 2024, and the name of our Company was changed to ‘ARMOUR
SECURITY (INDIA). LTD.’. Consequent to conversion a fresh certificate of incorporation dated May 03, 2024 was issued
to our Company by the Registrar of Companies, CPC.
Post Issue Paid up Capital
The post issue paid up capital of the company will be ₹1687 Lakhs. So, the company has fulfilled the criteria of post
issue paid up capital of not be more than ₹ 2500 Lakhs. Refer table as below:
(₹ In Lakhs)
Description As on date of Prospectus
1,222.00
Paid-Up Share Capital Pre-IPO
465.00
Initial Public Offer Size
Total Post Issue Paid-Up Capital 1,687.00
Track Record
Our Company was incorporated in 1999 and hence, our company has track record of more than 3 years as on date of filing
of Prospectus. Further, the Promoters of our Company also has more than 3 years of experience in the same line of business
and holds more than 20% of the post issue equity share capital individually or jointly.
Positive Net worth
Our Company has a net worth of ₹ 2,133.62/- Lakhs as on September 30, 2025.
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259Operating profit (earnings before interest, depreciation, and tax)
Our company has reported an operating profit (earnings before interest, depreciation, and tax) of more than ₹1 crore from
operations in 2 out of the 3 financial years preceding the application.
(₹ In Lakhs)
September Year 3 Year 2 Year 1
Particulars
30, 2025 2025 2024 2023
Profit Before Tax 388.14 530.95 349.80 301.56
Add: Finance Cost 34.42 34.70 12.08 3.45
Add: Depreciation 8.58 21.71 22.22 19.25
Less: Other Income 1.45 90.50 16.81 12.44
Operating profit (earnings before interest, depreciation, 429.69 496.86 367.29 311.81
and tax) from operations
Statement showing restated net worth for equity shareholders for the Year Ended September 30, 2025
(₹ in Lakhs)
Description For the Year Ended on March 31, 2025
Net worth for equity shareholders 2,133.62
Equity share capital 1,222.00
Reserves and surplus/ Partners Current Capital 911.62
Stock options outstanding -
Miscellaneous Expenditure -
Net Worth for Equity Shareholders = Equity share capital + Reserves and surplus + Stock options outstanding –
Miscellaneous Expenditure
Free cash flow to Equity (FCFE)
Our Company has positive Free cash flow to Equity (FCFE) for 3 financial years preceding the application
(₹ In Lakhs)
Year 3 Year 3 Year 1
Particulars September 30,
2025 2024 2023
2025
99.78 25.15 54.06 45.42
Cash Flow from Operating Activity
(0.57)
(-) Purchase of Fixed Assets/PP&E (58.53) (37.78) (11.03)
99.21 (33.38) 16.28 34.39
Free Cash Flow to the Firm
(6.62)
Long Term Borrowings 78.51 24.40 15.40
139.17
Short Term Borrowings 209.99 70.23 -
132.55
Net Borrowings 288.50 94.63 15.40
(25.76) (25.97) (9.04) (2.58)
Finance Cost (net of Tax)
206.00 229.15 101.87 47.21
Free Cash Flow to Equity
Status w.r.t. Board for Industrial and Financial Reconstruction (BIFR)
Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).
Status w.r.t. Insolvency and Bankruptcy Code (IBC)
No proceedings have been admitted under Insolvency and Bankruptcy Code against our issuer and/ or our Promoters.
Winding up petition
There is no winding up petition against our Company, which has been admitted by the NCLT/ any Court.
260Regulatory or Disciplinary Action
There are no material regulatory or disciplinary action taken any stock exchange or regulatory authority in the past three
years against our company.
Declaration w.r.t. Merchant Banker
We confirm that Sobhagya Capital Options Private Limited, the Book Running Lead Manager to the issue does not have
any instances wherein any of the Draft Issue Document has been returned by the NSE in the last six months.
Objects to the Issue
We confirm that the proceeds from the Proposed issue shall not be utilised for repayment of loan to Promoter, Promoter
Group or any related party, directly or indirectly.
Rejection by Exchange
Our Company had earlier filed IPO documents with NSE Emerge under application reference no. NSE/LIST/5302, prior
to the date of this Prospectus. The said application was returned by the Exchange vide its letter dated April 28, 2025 on
account of certain non-compliances, in respect of which adjudication is pending along with other related matters.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE ISSUE DOCUMENT TO THE
SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR
CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE
ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE
STATEMENTS MADE OR OPINIONS EXPRESSED IN THE ISSUE DOCUMENT. THE BOOK RUNNING
LEAD MANAGER HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE ISSUE DOCUMENT ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING
INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE ISSUE DOCUMENT, THE BOOK RUNNING LEAD MANAGER IS EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS RESPONSIBILITY
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD
MANAGER, SOBHAGYA CAPITAL OPTIONS PRIVATE LIMITED HAS FURNISHED TO SEBI AND STOCK
EXCHANGE A DUE DILIGENCE CERTIFICATE DATED SEPTEMBER 12, 2025 IN THE FORMAT
PRESCRIBED UNDER SCHEDULE V(A) OF THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018 WHICH SHALL ALSO BE SUBMITTED TO SEBI AFTER FILING
THE PROSPECTUS WITH ROC AND BEFORE OPENING OF THE ISSUE IN ACCORDANCE WITH THE
SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.
THE FILING OF THIS ISSUE DOCUMENT DOES NOT, HOWEVER, ABSOLVE THE ISSUER FROM ANY
LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING
SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE
PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME,
WITH THE BOOK RUNNING LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THE ISSSUE
DOCUMENT.
DISCLAIMER FROM OUR COMPANY AND THE BOOK RUNNING LEAD MANAGER
The Company and the Book Running Lead Manager accepts no responsibility for statements made otherwise than those
contained in this Prospectus or in the advertisements or any other material issued by or at the Company’s instance and that
anyone placing reliance on any other source of information would be doing so at his or her own risk.
261CAUTION
The Book Running Lead Manager accepts no responsibility, save to the limited extent as provided in the Issue Agreement
entered between our Company and the Book Running Lead Manager i.e. Sobhagya Capital Options Private Limited on
September 11, 2025, and the Underwriting Agreement dated January 05, 2026 entered into between our Company and the
Underwriters and the Market Making Agreement dated January 05, 2026 entered into among the Market Maker, Book
Running Lead Manager, and our Company.
All information shall be made available by our Company and the Book Running Lead Manager to the public and investors
at large and no selective or additional information would be available for a section of the investors in any manner
whatsoever including at road show presentations, in research or sales reports, at collection centers or elsewhere.
The Book Running Lead Manager and their respective associates and affiliates may engage in transactions with, and
perform services for, our Company, its Promoter Group, or its affiliates or associates in the ordinary course of business and
have engaged, or may be engage in the future, in commercial banking and investment banking transactions with our
Company, its Promoter Group, Group Entities, and its affiliates or associates, for which they have received and may in
future receive compensation.
Note: Investors who apply in the Issue will be required to confirm and will be deemed to have represented to our Company
and the Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligible
under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company and will
not Issue, sell, pledge or transfer the Equity Shares of our Company to any person who is not eligible under applicable
laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the
Underwriters and their respective directors, officers, agents, affiliates, and representatives accept no responsibility or
liability for advising any investor on whether such investor is eligible to acquire the Equity Shares in the Issue.
DISCLAIMER IN RESPECT OF JURISDICTION
This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are majors,
HUFs, companies, corporate bodies and societies registered under applicable laws in India and authorized to invest in
shares, Indian mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks,
cooperative banks (subject to RBI permission), or trusts under applicable trust law and who are authorized under their
constitution to hold and invest in shares, public financial institutions as specified in Section 2(72) of the Companies Act,
2013, VCFs, state industrial development corporations, insurance companies registered with the Insurance Regulatory and
Development Authority, provident funds (subject to applicable law) with a minimum corpus of ₹ 2,500.00 Lakh and
pension funds with a minimum corpus of ₹ 2,500.00 Lakh, and permitted non-residents including FIIs, Eligible NRIs,
multilateral and bilateral development financial institutions, FVCIs and eligible foreign investors, insurance funds set up
and managed by army, navy or air force of the Union of India and insurance funds set up and managed by the Department
of Posts, India, provided that they are eligible under all applicable laws and regulations to hold Equity Shares of the
Company. This Prospectus does not, however, constitute an Issue to sell or an invitation to subscribe for Equity Shares
Issued hereby in any jurisdiction other than India to any person to whom it is unlawful to make an Issue or invitation in
such jurisdiction. Any person into whose possession this Prospectus comes is required to inform himself or herself about,
and to observe, any such restrictions.
Any dispute arising out of this Issue will be subject to jurisdiction of the competent court(s) in Mumbai, India only.
No action has been, or will be, taken to permit a public issuing in any jurisdiction where action would be required for that
purpose. Accordingly, the Equity Shares represented hereby may not be Issued or sold, directly or indirectly, and this
Prospectus may not be distributed in any jurisdiction, except in accordance with the legal requirements applicable in such
jurisdiction. Neither the delivery of this Prospectus nor any sale hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of our Company from the date hereof or that the information
contained herein is correct as of any time subsequent to this date.
DISCLAIMER CLAUSE OF THE STOCK EXCHANGE (NSE EMERGE)
As required, a copy of this Issue Document has been submitted to National Stock Exchange of India Limited (hereinafter
referred to as NSE).
262NSE has given vide its letter dated November 28, 2025, permission to the Issuer to use the Exchange’s name in this Issue
Document as one of the stock exchanges on which this Issuer’s securities are proposed to be listed. The Exchange has
scrutinized Draft Issue document for its limited internal purpose of deciding on the matter of granting the aforesaid
permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way
be deemed or construed that the Issue document has been cleared or approved by NSE; nor does it in any manner warrant,
certify or endorse the correctness or completeness of any of the contents of this Issue document; nor does it warrant that
this Issuer‘s securities will be listed or will continue to be listed on the Exchange; nor does it take any responsibility for
the financial or other soundness of this Issuer, its Promoter, its management or any scheme or project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss
which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason
of anything stated or omitted to be stated herein or any other reason whatsoever.
DISCLAIMER CLAUSE UNDER RULE 144A OF THE U.S. SECURITIES ACT, 1933
The Equity Shares have not been, and will not be, registered under the U.S. Securities Act 1933, as amended (the "Securities
Act") or any state securities laws in the United States and may not be Issued or sold within the United States or to, or for
the account or benefit of, "U.S. persons" (as defined in Regulation S under the Securities Act), except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the
Equity Shares will be Issued and sold outside the United States in compliance with Regulations of the Securities Act and
the applicable laws of the jurisdiction where those Issues and sales occur. The Equity Shares have not been, and will not
be, registered, listed, or otherwise qualified in any other jurisdiction outside India and may not be Issued or sold, and
Applicants may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such
jurisdiction.
Further, each Applicant where required agrees that such Applicant will not sell or transfer any Equity Shares or create any
economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the
Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with applicable laws and legislations in each jurisdiction,
including India.
FILING
The Issue Document will not be filed with SEBI, nor will SEBI issue any observation on the Issue Document in terms of
Regulation 246(2) of SEBI (ICDR) Regulations. However, pursuant to Regulation 246(5) of the SEBI (ICDR) Regulations,
the copy of the Issue Document shall be furnished to the Board (SEBI) in soft form.
Pursuant to SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of the Prospectus
will be filed online through SEBI Intermediary Portal at https://siportal.sebi.gov.in.
A copy of the Prospectus along with the documents required to be filed under Section 26 of the Companies Act, 2013 will
be filed online with the Registrar of Companies, Delhi, situated at Registrar of Companies, G7X3+X57, Nehru Place, New
Delhi, Delhi - 110019 at least (3) three working days prior from the date of opening of the Issue.
LISTING
Application will be made to the NSE Emerge for obtaining permission to deal in and for an official quotation of the Equity
Shares.
NSE Emerge is the Designated Stock Exchange, with which the Basis of Allotment will be finalized. The Emerge Platform
of NSE has given its in-principal approval for using its name in our Issue documents vide its letter November 28, 2025.
If the permissions to deal in and for an official quotation of our Equity Shares are not granted by the Emerge Platform of
National Stock Exchange of India Limited , our Company will forthwith repay, without interest, all moneys received from
the Applicants in pursuance of the Prospectus. If such money is not repaid within 4 days after our Company becomes liable
to repay it (i.e. from the date of refusal or within 15 working days forms the Issue Closing Date), then our Company and
every Director of our Company who is an officer in default shall, on and from such expiry of such days as may be
263prescribed, be liable to repay the money, with interest at the rate of 15 per cent per annum on application money, as
prescribed under section 40 of the Companies Act, 2013.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading at the Emerge Platform of NSE mentioned above are taken within three (3) Working Days from the Issue Closing
Date.
IMPERSONATION
Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
2013 which is reproduced below:
Any person who:
a) Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
b) Makes or abets making of multiple applications to a company in different names or in different combinations of
his name or surname for acquiring or subscribing for its securities; or Otherwise induces directly or indirectly a
company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name,
Shall be liable to action under Section 447 of the Companies, Act 2013.
CONSENTS
Consents in writing of (a) The Directors, Promoters, Key Managerial Personnels, Peer Review Statutory Auditor, (b) Book
Running Lead Manager, Registrar to the Issue, Banker(s) to the Issue, Bankers to the Company, Legal Advisor to the issue,
Underwriter(s) to the issue and Market Maker to the issue to act in their respective capacities, as required under Section 26
of the Companies Act, 2013 and shall be filed along with a copy of the Prospectus with the RoC, as required under Sections
32 of the Companies Act, 2013 and such consents will not be withdrawn up to the time of delivery of the Prospectus for
filing with the RoC.
In accordance with the Companies Act, 2013 and the SEBI (ICDR) Regulations, M/s. PDMS & Co. Chartered
Accountants the Statutory Auditors of our Company has given their consent for the following:
i. The examination report dated December 30, 2025 on the Restated Financial Statement for the Company for the
financial years ended 31 March 2023, 31 March 2024 and 31 March 2025 and stub period September 30, 2025
(“Restated Financial Statements”), which are prepared in accordance with the SEBI ICDR regulations, the
Companies Act, 2013 and the Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the
Institute of Chartered Accountants of India, and
ii. Report on the Statement of Possible Tax Benefits issued on September 30,,2025, in accordance with the
requirements of the SEBI ICDR Regulations (examination reports and our report on the statement of possible
tax benefits as aforesaid, collectively referred to as ‘Reports’) and
iii. Certificate of Key Performance Indicators issued on December 30,2025.
iv. Various other certificates issued for the purpose of this issue document.
EXPERTS OPINION
Except for the following documents as issued by M/s PDMS & Co., Chartered Accountants (Peer Review Auditors) of our
Company we have not obtained any expert opinions. However, the term “expert” shall not be construed to mean an
“expert”" as defined under the U.S. Securities Act 1933.
• The examination report dated December 30, 2025 on the Restated Financial Statement for the Company for the
financial years ended 31 March 2023, 31 March 2024, 31 March 2025 and stub period September 30, 2025, (“Restated
Financial Statements”), which are prepared in accordance with the SEBI ICDR regulations, the Companies Act, 2013
and the Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered
Accountants of India, and
264• Report on the Statement of Possible Tax Benefits issued on December 30, 2025, in accordance with the requirements
of the SEBI ICDR Regulations (examination reports and our report on the statement of possible tax benefits as
aforesaid, collectively referred to as ‘Reports’) and
• Certificate of Key Performance Indicators issued on December 30,2025.
PARTICULARS REGARDING PUBLIC OR RIGHTS ISSUES DURING THE LAST FIVE (5) YEARS
Except as stated under Section titled “Capital Structure” beginning on page 88 of this Prospectus, our Company has not
undertaken any previous public or rights issue. Further, we are an "Unlisted Issuer" in terms of the SEBI (ICDR)
Regulations, amended from time to time and the Issue is an "Initial Public Issue" in terms of the SEBI (ICDR) Regulations.
UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION ON PREVIOUS ISSUES IN
LAST 5 YEARS
Since this is the Initial Public Offer of the Company’s Equity Shares, no sum has been paid as commission or brokerage
for subscribing for or procuring or agreeing to procure subscription for any of the Equity Shares since the incorporation.
PARTICULARS IN REGARD TO THE COMPANY AND OTHER LISTED GROUP COMPANIES /
SUBSIDIARIES/ ASSOCIATES UNDER THE SAME MANAGEMENT WITHIN THE MEANING OF SECTION
186 OF THE COMPANIES ACT, 2013 WHICH MADE ANY CAPITAL ISSUE DURING THE LAST THREE
YEARS:
Neither the Company nor any other companies under the same management within the meaning of Section 186 of the
Companies Act, 2013, had made any public issue or rights issue during the last three year except as mentioned in this
Prospectus. This is the Initial Public Offer of the Company’s Equity Shares
PERFORMANCE VIS-A-VIS OBJECTS–PUBLIC/RIGHT ISSUE OF THE COMPANY
Except as stated under Section titled “Capital Structure” beginning on page 88 of this Prospectus the Company has not
undertaken any previous public or rights issue.
PERFORMANCE VIS-A-VIS OBJECTS - LAST ISSUE OF LISTED SUBSIDIARIES/ LISTED PROMOTER
We don’t have any listed subsidiaries or any listed Promoter as on date of this Prospectus.
OUTSTANDING DEBENTURES OR BOND ISSUES OR REDEEMABLE PREFERENCE SHARES OR ANY
OTHER CONVERTIBLE INSTRUMENTS ISSUED BY THE COMPANY
The Company does not have any outstanding Debentures or Bonds or Preference Redeemable Shares as on the date of
filing this Prospectus.
OPTION TO SUBSCRIBE
Equity Shares being issued through the Prospectus can be applied for in dematerialized form only.
STOCK MARKET DATA OF THE EQUITY SHARES
Since the Equity Shares of the Company are not listed on any Stock Exchange, this will be an Initial Public Offer for the
Company.
MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES
The Company has appointed “Skyline Financial Services Private Limited” as the Registrar to the Issue, to handle the
investor grievances in co-ordination with the Compliance Officer of the Company.
The Agreement dated December 20, 2024 amongst the Registrar to the Issue and the Company provides for retention of
records with the Registrar to the Issue for a period of at least three (3) year from the last date of dispatch of the letters of
allotment, or demat credit or where refunds are being made electronically, giving of unblocking instructions to the clearing
265system, to enable the investors to approach the Registrar to the Issue for redressal of their grievances.
All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, address
of the applicant, application number, number of Equity Shares applied for, amount paid on application, Depository
Participant, and the bank branch or collection center where the application was submitted.
All grievances relating to the ASBA process may be addressed to the SCSBs, giving full details such as name, address of
the applicant, number of Equity Shares applied for, amount paid on application and the relevant Designated Branch or the
collection center of the SCSBs where the Application Form was submitted by the ASBA Applicants in ASBA account or
UPI ID linked bank account number in which the amount equivalent to the Bid Amount was blocked. Further, the investor
shall also enclose the Acknowledgment Slip from the Designated Intermediaries in addition to the documents/information
mentioned hereinabove.
The Applicant should give full details such as name of the sole/first Applicant, Application Form number, Applicant DP
ID, Client ID, Bank Account No./UPI ID, PAN, date of the Application Form, address of the Applicant, number of the
Equity Shares applied for and the name and address of the Designated Intermediary where the Application Form was
submitted by the Applicant. Further, the investor shall also enclose the Acknowledgement Slip from the Designated
Intermediaries in addition to the documents or information mentioned hereinabove.
DISPOSAL OF INVESTOR GRIEVANCES BY THE COMPANY
Our Company estimates that the average time required by the Company or the Registrar to the Issue for the redressal of
routine investor grievances shall be fifteen (15) Working Days from the date of receipt of the complaint. In case of
complaints that are not routine or where external agencies are involved, our Company will seek to redress these complaints
as expeditiously as possible.
The Company has appointed Ms. Shakshi Mishra, Company Secretary, as the Compliance Officer to redress complaints, if
any, of the investors participating in the Issue. Contact details for the Company Secretary and the Compliance Officer are
as follows:
Ms. Shakshi Mishra
Company Secretary & Compliance Officer
ARMOUR SECURITY (INDIA). LTD.
B-87, Second Floor Defence Colony, New Delhi, Delhi, India - 110024
Tel No: +91-9810139833
Email: cs@armoursecurities.com
Website: www.armoursecurities.com
Investors can contact the Compliance Officer or the Registrar in case of any pre-issue or post-issue related problems such
as non-receipt of letters of allocation, credit of allotted Equity Shares in the respective beneficiary account etc. The
company has already registered with SCORE having a id “coma01315”.
Pursuant to press release no. PR. No. 85/2011 dated June 8, 2011, SEBI has launched a centralized web-based complaints
redress system “SCORES”. This would enable investors to lodge and follow up their complaints and track the status of
redressal of such complaints from anywhere. For more details, investors are requested to visit the website
www.scores.gov.in
STATUS OF INVESTOR COMPLAINTS
We confirm that we have not received any investor compliant during the three years preceding the date of this Prospectus
and hence there are no pending investor complaints as on the date of this Prospectus.
DISPOSAL OF INVESTOR GRIEVANCES BY LISTED COMPANIES UNDER THE SAME MANAGEMENT
AS OUR COMPANY:
We don’t have any listed company under the same management or any listed subsidiaries or any listed Promoter.
266EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED
BY SEBI
The Company has not sought for any exemptions from complying with any provisions of securities laws.
TABLE 1
SME IPO:
+/- %
Change
+/- % in
+/- %
Change in Closing
Change in
Closing Price,
Closing
Price, (+/- (+/- %
Price, (+/-
Issue Opening % Change Change in
Issue % Change in
Sr. Size Listing Price on in Closing Closing
Issuer Name Price Closing
No (₹ in Date Listing Benchmar Benchma
(₹) Benchmark)
Cr.) Date (₹) k) rk)
30th
90thCalen 180thCal
Calendar
dar Days endar
Days from
from Days from
Listing*
Listing Listing
1 Asston 27.56 ₹123 16-Jul- ₹119 per -15.93% -25.21%
Pharmaceutical s Cr. per 2025 share
NA
Limited share (Benchmark
-0.73%
: -2.48%)
2 Sihora Industries 10.56 ₹66 17- ₹70 per -5.86%
Limited Cr per Oct- 2025 share
NA NA
share (Benchmark
: 0.73%)
3 Shining Tools 17.10 ₹114 14- ₹104 per -28.80%
Limited cr per Nov- share NA NA
share 2025 0.76%
Note:-
1. The BSE Sensex and Nifty are considered as the Benchmark Index
2. Prices on BSE/NSE are considered for all of the above calculations
3. In case the 30th/90th/180th day is a holiday, closing price on BSE/NSE of the nearest trading day has been
considered.
4. In case 30th/90th/180th days, scrips are not traded then closing price on BSE/NSE of the nearest trading day has
been considered.
*30th day was August 15, 2025, so August 14, 2025(the previous trading day) has been taken to calculate.
MAIN BOARD IPO:
+/- % +/- % Change +/- % Change
Change in in Closing in Closing
Opening Closing Price, (+/- % Price, (+/- %
Issue
Issue Price on Price, (+/- Change in Change in
Sr. Size (₹ Listing
Issuer Name Price Listing % Change Closing Closing
No in Date
(₹) Date in Closing Benchmark) Benchmark)
Cr.)
(₹) Benchmark) 90thCalendar 180thCalendar
30th Days from Days from
Calendar Listing Listing
267Days from
Listing
1. NIL
Source: Price Information www.bseindia.com and www.nseindia.com, Issue Information from respective Prospectus.
Note:
1. The benchmark index considered is ―NIFTY 50 where NSE is the designated stock exchange and ―S&P BSE
SENSEX where BSE is the designated stock exchange, as disclosed by the respective Issuer Company
2. “Issue Price” is taken as “Base Price” for calculating % Change in Closing Price of the respective Issues on 30th /
90th/180th Calendar days from listing.
3. “Closing Benchmark” on the listing day of respective scripts is taken as “Base Benchmark” for calculating %
Change in Closing Benchmark on 30th / 90th/180th Calendar days from listing. Although it shall be noted that for
comparing the scripts with Benchmark, the +/- % Change in Closing Benchmark has been calculated based on the
Closing Benchmark on the same day as that of calculated for respective script in the manner provided in Note No.
4 below.
4. In case 30th/ 90th/180th day is not a trading day, closing price on BSE/NSE of the previous trading day for the
respective Scripts has been considered, however, if scripts are not traded on that previous trading day then last
trading price has been considered.
TRACK RECORD OF PAST THREE YEARS OF LEAD MANAGER
For details regarding track record of the Book Running Lead Manager to the Issue as specified in the Circular reference
no. CIR/MIRSD/1/2012 dated January 10, 2012 issued by the SEBI, please refer the website of the Lead Manager at:
www.sobhagyacapital.com
SUMMARY STATEMENT OF DISCLOSURE
TABLE 2
Finan Tot Tot Nos of IPOs trading at Nos of IPOs trading Nos of IPOs trading at Nos of IPOs trading
cial al al discount on 30th at premium on 30th discount on 180th at premium on 180th
year no. fun Calendar Day from Calendar Day Calendar Day from Calendar Day
of IP ds listing date from listing date listing date from listing date
O* Rai
sed Ove Betw Less Over Bet L Ove r Betw Less Ove r etween Less
(₹ r een than 50% we es 50% een tha n 50% -50% Than
lak 50 25- 25% en s 25- 25 5%
hs) % 50% 25- th 50% %
50 a n
% 2
5
%
Main Board
FY - - - - - - - - - - - - - -
2023-
24
FY - - - - - - - - - - - - - -
2024-
25
FY - - - - - - - - - - - - - -
2025-
26
SME Platform
FY - - - - - - - - - - - - - -
2023-
24
FY - - - - - - - - - - - - - -
2024-
25
268FY 5 122 - 2 - - - - - - - - - -
2025- .34
26
For details regarding track record of the Book Running Lead Manager to the Offer as specified in the Circular reference
no. CIR/MIRSD/1/2012 dated January 10, 2012 issued by the SEBI, please refer the website of the Book Running Lead
Manager at: www.sobhagyacapital.com
Notes:
1. Issue opening date is considered for calculation of total number of IPOs in the respective financial year.
2. In the event any day falls on a holiday, the price/index of the immediate preceding working day has been
considered. If the stock was not traded on the said calendar days from the date of listing, the share price is taken
of the immediately preceding trading day.
3. Source: www.bseindia.com and www.nseindia.com
(The rest of the page is intentionally left blank)
269SECTION XI: ISSUE RELATED INFORMATION
TERMS OF THE ISSUE
The Equity Shares being Issued are subject to the provisions of the Companies Act, SCRA, SCRR, SEBI (ICDR) Regulations,
the SEBI Listing Regulations, our Memorandum and Articles of Association, the terms of the Draft Red Herring Prospectus,
Red Herring Prospectus, Prospectus, Application Form, any Confirmation of Allocation Note (“CAN”), the Revision Form,
Allotment advices, and other terms and conditions as may be incorporated in the Allotment advices and other documents /
certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to all applicable laws,
guidelines, rules, notifications and regulations relating to the Issue of capital and listing and trading of securities issued
from time to time by SEBI, the Government Of India, the Stock Exchange, the Registrar of Companies, the RBI and / or
other authorities, as in force on the date of the Issue and to the extent applicable or such other conditions as may be
prescribed by SEBI, RBI, the Government Of India, the Stock Exchange, the Registrar of Companies and / or any other
authorities while granting its approval for the Issue.
Please note that, in terms of Regulation 256 of the SEBI (ICDR) Regulations 2018 read with SEBI Circular No.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, all the investors applying in a public Issue shall use only
Application Supported by Blocked Amount (ASBA) process for application providing details of the bank account which will
be blocked by the Self-Certified Syndicate Banks (SCSBs) for the same. Further, SEBI through its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,
2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, (together, the “UPI Circular”) in relation to
clarifications on streamlining the process of public Issue of equity shares and convertibles it has proposed to introduce an
alternate payment mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing
in a phased manner. Currently, for application by RIIs through Designated Intermediaries, the existing process of physical
movement of forms from Designated Intermediaries to SCSBs for blocking of funds is discontinued and RIIs submitting
their Application Forms through Designated Intermediaries (other than SCSBs) can only use the UPI mechanism with
existing timeline of T+6 days until March 31, 2020 (“UPI Phase II”). Further SEBI through its circular no
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 has decided to continue with the Phase II of the UPI ASBA till
further notice. However, due to the outbreak of COVID19 pandemic, UPI Phase II has been further extended by SEBI until
further notice, by its circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020. Thereafter, vide SEBI circular
no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, Phase III has been notified, and accordingly the revised
timeline of T+3 days (i.e., the time duration from public Issue closure to listing of be 3 Working Days) has been made
applicable in two phases i.e., (i) voluntary for all public issues opening on or after September 1, 2023; and
(ii) mandatory on or after December 1, 2023 (“UPI Phase III”). Accordingly, the Issue will be undertaken pursuant to the
processes and procedures under UPI Phase III, subject to any circulars, clarification or notification issued by the SEBI
from time to time. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021
read with circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular no. SEBI/HO/CFD/P/CIR/2022/75 dated
May 30, 2022 has introduced certain additional measures for streamlining the process of Initial Public Offers and
redressing investor grievances.
Further vide the said circular Registrar to the Issue and Depository Participants have been also authorized to collect the
Application forms. Investor may visit the official website of the concerned for any information on operationalization of this
facility of form collection by the Registrar to the Issue and Depository Participants as and when the same is made available.
AUTHORITY FOR THE PRESENT ISSUE
This Public Issue has been authorized by a resolution of our Board of Directors passed at their meeting held on August 28,
2024, subject to the approval of shareholders through a special resolution to be passed pursuant to Section 62(1)(c) of the
Companies Act, 2013 at the Annual General Meeting. The shareholders have authorized the Issue by a Special Resolution in
accordance with Section 62(1)(c) of the Companies Act, 2013 passed at the Annual General Meeting of our Company held
on September 30, 2024. The Issue comprises a Fresh Issue by our Company. The fees and expenses relating to the Issue
shall be borne by each of our Company in the manner agreed to among our Company in accordance with applicable law.
For details in relation to the sharing of Issue expenses amongst our Company, see “Objects of the Issue” on page 101 .
270RANKING OF EQUITY SHARES
The Equity Shares being issued shall be subject to the provisions of the Companies Act, and our Memorandum of
Association and Articles of Association and shall rank pari-passu in all respects with the existing Equity Shares of our
Company including rights in respect of dividends and other corporate benefits, if any, declared by us after the date of
Allotment. The Allottees, upon Allotment of Equity Shares under this Issue, will be entitled to receive dividends and other
corporate benefits, if any, declared by our Company after the date of Allotment. For further details, please refer to section
titled, “Main Provisions of Article of Association”, beginning on page 326.
MODE OF PAYMENT OF DIVIDEND
The declaration and payment of dividend will be as per the provisions of Companies Act, 2013, Article of Association, the
provision of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 any other rules, regulations or
guidelines as may be issued by Government of India in connection there to and as per the recommendation by the Board
of Directors and the Shareholders at their discretion and will depend on a number of factors, including but not limited to
earnings, capital requirements and overall financial condition of our Company. We shall pay dividend, in cash as per the
provisions of the Companies Act, 2013 and our Articles of Association. Dividends, if any, declared by our Company after
the date of Allotment will be payable to the transferee who has been Allotted Equity Shares in the Issue, for the entire year.
Further Interim Dividend (if any declared) will be approved by the Board of Directors. For further details in relation to
dividends, please refer to sections titled, “Dividend Policy” and “Main Provisions of Article of Association”, beginning
on page 216 and 326 respectively,
FACE VALUE, ISSUE PRICE, FLOOR PRICE AND PRICE BAND
The face value of each Equity Share of our Company is ₹ 10.00 and the Issue Price at the lower end of the Price Band is
₹ 55 per Equity Share (“Floor Price”) and at the higher end of the Price Band is ₹ 57 per Equity Share (“Cap Price”).
The Price Band and the minimum Bid Lot size will be decided by our Company in consultation with the Book Running
Lead Manager , and will be advertised, at least two Working Days prior to the Bid / Issue Opening Date, in English national
newspaper edition of Financial Express (a widely circulated English National Daily Newspaper), Hindi national newspaper
all edition of Jansatta (a widely circulated Hindi National Daily Newspaper) and regional newspaper Delhi edition of
Jansatta (Hindi being the regional language of Haryana where our registered office is located) with wide circulation and
shall be made available to the Stock Exchange for the purpose of uploading on its website. The Price Band, along with the
relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application
Forms available on the website of the Stock Exchange. The Issue Price shall be determined by our Company in consultation
with the Book Running Lead Manager, after the Bid / Issue Closing Date, on the basis of assessment of market demand for
the Equity Shares Issued by way of Book Building Process.
The Issue Price is determined by our Company in consultation with the Book Running Lead Manager and is justified under
the Section titled, ‘Basis for Issue Price’, beginning on page 124 .
At any given point of time there shall be only one denomination of the Equity Shares of our Company, subject to applicable
laws.
COMPLIANCE WITH ICDR REGULATIONS
Our Company shall comply with all requirements of the SEBI (ICDR) Regulations, as amended time to time.
COMPLIANCE WITH DISCLOSURE AND ACCOUNTING NORMS
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
RIGHTS OF THE EQUITY SHAREHOLDERS
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the Equity Shareholders shall
have the following rights:
• Right to receive dividend, if declared;
• Right to receive annual reports and notices to members;
• Right to attend general meetings and exercise voting rights, unless prohibited by law;
• Right to vote on a poll either in person or by proxy, in accordance with the provisions of the Companies Act, 2013;
271• Right to receive Issue for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation; subject to any statutory or preferential claims being satisfied;
• Right of free transferability of the Equity Shares, subject to applicable laws, including any RBI rules and
regulations; and
• Such other rights, as may be available to a shareholder of a listed public limited company under the Companies
Act, 2013, as may be applicable, terms of the Listing Regulations and the Memorandum of Association and
Articles of Association of our Company.
For further details on the main provision of our Company’s Articles of Association dealing with voting rights, dividend,
forfeiture and lien, transfer and transmission and / or consolidation / splitting, etc., please refer to Section titled, “Main
Provisions of the Articles of Association”, beginning on page no 326.
ALLOTMENT ONLY IN DEMATERIALISATION FORM
In terms of Section 29 of the Companies Act, 2013, the Equity Shares shall be Allotted only in dematerialized form. As
per the existing ICDR Regulations, the trading of the Equity Shares shall only be in dematerialized form for all Applicants.
In this context, two agreements have been signed among our Company, the respective Depositories and the Registrar to the
Issue:
• Tripartite Agreement dated March 07, 2024 between National Securities Depository Limited, our Company and Registrar
to the Issue; and
• Tripartite Agreement dated March 05, 2024 between Central Depository Services (India) Limited, our Company and
Registrar to the Issue.
The ISIN of the company is INE0TZX01019.
Investors should note that as per the provisions of the Depositories Act, 1996 & regulations made there under and Section
29(1) of the Companies Act, 2013, Equity Shares of an issuer shall be allotted to the successful Bidders only in the
dematerialised form. Bidders will not have the option of getting Allotment of Equity Shares in physical form. The Equity
Shares on Allotment shall be traded only in dematerialised segment of the Stock Exchange. Allottees shall have the option to
rematerialize the Equity Shares, if they so desire, as per the provisions of the Companies Act and Regulation 14 of
Depositories Act.
MARKET LOT AND TRADING LOT
In accordance with Regulation 267 (2) of the SEBI ICDR Regulations, our Company shall ensure that the minimum
application size shall be two lots per application provided that minimum application size shall be above ₹ 2,00,000.
In accordance with Regulation 267 (3) of the SEBI ICDR Regulations the Company shall invite applications in multiples of
the lot size.
Trading of the Equity Shares will happen in the minimum contract/lots size of 2000 Equity Shares in terms of the SEBI
circular no. CIR/MRD/DSA/06/2012 dated February 21, 2012, and the same may be modified by National Stock Exchange
of India Limited from time to time by giving prior notice to investors at large.
Further, in accordance with SEBI ICDR (Amendment) Regulations, 2025, the minimum application size in terms of number
of specified securities shall not be less than ₹2.00 Lakh.
MINIMUM NUMBER OF ALLOTTEES
Further in accordance with the Regulation 268(1) of SEBI ICDR Regulation, 2018 read along with SEBI ICDR
(Amendment) Regulations, 2025, the minimum number of allottees in this Issue shall be 200 shareholders. In case the
minimum number of prospective Allottees is less than two hundred (200), no Allotment will be made pursuant to this Issue
and the monies blocked by the SCSBs shall be unblocked within 2 Working Days of closure of Issue.
272JOINT HOLDERS
Where 2 (two) or more persons are registered as the holders of any Equity Shares, they will be deemed to hold such Equity
Shares as joint holders with benefits of survivorship.
NOMINATION FACILITY TO INVESTOR
In accordance with Section 72 of the Companies Act, 2013, the First / Sole Applicant, along with other joint Applicant,
may nominate any one person in whom, in the event of the death of Sole Applicant or in case of joint Applicant, death of
all the Applicants, as the case may be, the Equity Shares Allotted, if any, shall vest. A person, being a nominee, entitled to
the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 72 of the Companies Act,
2013, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the
Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner,
any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall
stand rescinded upon a sale of Equity Share(s) by the person nominating. A buyer will be entitled to make a fresh
nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at
the Registered Office of our Company or to the Registrar and Transfer Agents of our Company.
In accordance with Section 72 of the Companies Act, 2013, any Person who becomes a nominee by virtue of this section
shall upon the production of such evidence as may be required by the Board of Directors, elect either:
• to register himself or herself as the holder of the Equity Shares; or
• to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, our Board of Directors may at any time give notice requiring any nominee to choose either to be registered himself
or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the Board of
Directors may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity
Shares, until the requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the Issue will be made only in dematerialized form, there is no need to make a
separate nomination with our Company. Nominations registered with the respective Depository Participant of the applicant
would prevail. If the Applicants require changing the nomination, they are requested to inform their respective Depository
Participant.
WITHDRAWAL OF THE ISSUE
In accordance with the SEBI (ICDR) Regulations, our Company, in consultation with Book Running Lead Manager,
reserves the right not to proceed with this issue at any time after the Issue Opening Date, but before our Board meeting for
Allotment without assigning reasons thereof.
If our Company withdraws the Issue after the Issue Closing Date, we will give reason thereof within two days by way of a
public notice which shall be published in the same newspapers where the pre-issue advertisements were published.
Further, the Stock Exchanges shall be informed promptly in this regard and the Book Running Lead Manager, through the
Registrar to the Issue, shall notify the SCSBs to unblock the Bank Accounts of the ASBA Applicants within one Working
Day from the date of receipt of such notification.
In case our Company withdraws the Issue after the Issue Closing Date and subsequently decides to undertake a public
Offering of Equity Shares, our Company will file a fresh Issue Document with the Stock Exchange where the Equity Shares
may be proposed to be listed.
Notwithstanding the foregoing, the Issue is also subject to obtaining the final Listing and Trading Approval of the Stock
Exchange, which the Company shall apply for after Allotment. In terms of the SEBI Regulations, Non-Individual
Applicants shall not be allowed to withdraw their Application after the Issue Closing Date.
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273ISSUE PROGRAM
Event Indicative Dates
Bid / Issue Opening Date January 14, 2026
Bid / Issue Closing Date January 19, 2026 (1)
Finalization of Basis of Allotment with the Designated Stock Exchange On or about January 20, 2026
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA Account or
On or about January 21, 2026
UPI ID linked bank account
Credit of Equity Shares to Demat accounts of Allottees On or about January 21, 2026
Commencement of trading of the Equity Shares on the Stock Exchange On or about January 22, 2026
Notes:
Pursuant to NSE circular no. 07/2025 dated June 18, 2025, bidding for all categories shall close at 4:00 PM & UPI
mandate end time and date shall be at 5:00 pm IST on Bid/ Issue Closing Date, i.e. January 19, 2026.
*In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) for cancelled / withdrawn / deleted ASBA Forms, the Applicant shall be compensated at a uniform rate of ₹
100 per day or 15% per annum of the Application Amount, whichever is higher from the date on which the request for
cancellation / withdrawal / deletion is placed in the Stock Exchanges Applying platform until the date on which the amounts
are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI
Mechanism), the Applicant shall be compensated at a uniform rate ₹ 100 per day or 15% per annum of the total cumulative
blocked amount except the original application amount, whichever is higher from the date on which such multiple amounts
were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Application Amount, the Applicant
shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference in amount, whichever is higher
from the date on which such excess amounts were blocked till the date of actual unblock;
(iv) any delay in unblocking of non-allotted / partially allotted Application, exceeding four Working Days from the Issue
Closing Date, the Applicant shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Application
Amount, whichever is higher for the entire duration of delay exceeding four Working Days from the Issue Closing Date by
the SCSB responsible for causing such delay in unblocking. The post Issue Book Running Lead Manager shall be liable
for compensating the Applicant at a uniform rate of 100 per day or 15% per annum of the Application Amount, whichever
is higher from the date of receipt of the Investor grievance until the date on which the blocked amounts are unblocked. For
the avoidance of doubt, the provisions of the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March
16, 2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 shall be
deemed to be incorporated in the deemed agreement of the Company with the SCSBs to the extent applicable.
Note - Our Company in consultation with the Book Running Lead Manager, may consider participation by Anchor Investors
in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period shall be one Working Day prior to
the Bid/Issue Opening Date in accordance with the SEBI ICDR Regulations.
The above timetable is indicative and does not constitute any obligation on our Company,or the Book Running Lead
Manager. Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and
the commencement of trading of the Equity Shares on the Stock Exchange are taken within 3 Working Days of the Bid /
Issue Closing Date, the timetable may change due to various factors, such as extension of the Bid / Issue Period by our
Company, revision of the Price Band or any delays in receiving the final listing and trading approval from the Stock
Exchange. The Commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchange and
in accordance with the applicable laws.
Submission of Application Forms:
Issue period (except the Issue Closing Date)
Submission and Revision of Application Form Only between 10.00 a.m. to 5.00 p.m. IST
Issue Closing Date
Submission and Revision of Application Form Only between 10.00 a.m. to 3.00*# p.m. IST
*Pursuant to NSE circular no. 07/2025 dated June 18, 2025, bidding for all categories shall close at 4:00 PM & UPI
mandate end time and date shall be at 5.00 pm on Issue / Issue Closing Date
Submission of Bids
a) Bids at Cut-off price shall not permitted for all category of investors.
274b) Downward Modification and cancellation shall not be applicable to any of the category of bidding.
SEBI vide circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has reduced the post Issue timeline for
IPOs. The revised timeline of T+3 days has been made applicable in two phases, i.e., voluntary for all public issues opening
on or after September 1, 2023 and mandatory on or after December 1, 2023. Accordingly, the Issue has been made under
UPI Phase III, subject to the timing of the Issue and any circulars, clarification or notification issued by the SEBI from time
to time, including with respect to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.
The SEBI is in the process of streamlining and reducing the post Issue timeline for initial public Offerings. Any circulars or
notifications from the SEBI after the date of the Prospectus may result in changes to the abovementioned timelines. Further,
the Issue procedure is subject to change to any revised circulars issued by the SEBI to this effect.
The Book Running Lead Manager will be required to submit reports of compliance with listing timelines and activities,
identifying non- adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons
associated with it.
Due to the limitation of time available for uploading the Bid-Cum-Application Forms on the Bid / Issue Closing Date,
Applicants are advised to submit their applications 1(one) day prior to the Issue Closing Date and, in any case, not later
than 3:00 p.m. (IST) on the Bid / Issue Closing Date. Any time mentioned in this Prospectus is IST. Applicants are
cautioned that, in the event a large number of Bid-Cum-Application Forms are received on the Issue Closing Date, as is
typically experienced in public Issue, some Bid-Cum-Application Forms may not get uploaded due to the lack of sufficient
time. Such Bid-Cum-Application Forms that cannot be uploaded will not be considered for allocation under this Issue. Bid-
Cum-Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holidays). Neither
our Company nor the Book Running Lead Manager is liable for any failure in uploading the Bid-Cum-Application Forms
due to faults in any software / hardware system or otherwise.
In accordance with ICDR Regulations, QIBs and Non-Institutional Applicants are not allowed to withdraw or lower the
size of their application (in terms of the quantity of the Equity Shares or the Application Amount) at any stage. Individual
Investors can revise or withdraw their Application Forms prior to the Issue Closing Date. Allocation to Individual Investors,
in this Issue will be on a proportionate basis.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Application
Form, for a particular Applicant, the details as per the file received from EMERGE platform of National Stock Exchange of
India Limited may be taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered in the
electronic book vis-à-vis the data contained in the physical or electronic Application Form, for a particular ASBA
Applicant, the Registrar to the Issue shall ask the relevant SCSBs / RTAs / DPs / stock brokers, as the case may be, for the
rectified data.
Our Company in consultation with the Book Running Lead Manager, reserves the right to revise the Price Band during the
Bid / Issue Period. The revision in the Price Band shall not exceed 20% on either side, i.e. the Floor Price can move up or
down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly. The Floor Price shall not be
less than the face value of the Equity Shares.
In case of any revision to the Price Band, the Bid / Issue Period will be extended by at least three additional Working Days
following such revision of the Price Band, subject to the Bid / Issue Period not exceeding a total of 10 Working Days. In
cases of force majeure, banking strike or similar circumstances, our Company in consultation with the Book Running Lead
Manager, for reasons to be recorded in writing, extend the Bid / Issue Period for a minimum of three Working Days, subject
to the Bid / Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid / Issue Period,
if applicable, will be widely disseminated by notification to the Stock Exchange, by issuing a public notice, and also by
indicating the change on the respective websites of the Book Running Lead Manager and the terminals of the Syndicate
Members, if any and by intimation to SCSBs, other Designated Intermediaries and the Sponsor Bank, as applicable. In case
of revision of Price Band, the Bid Lot shall remain the same.
MINIMUM SUBSCRIPTION AND UNDERWRITING
In accordance with Regulation 260 (1) of ICDR Regulations, this Issue is 100% underwritten, so this Issue is not restricted to
any minimum subscription level .
As per section 39 of the Companies Act 2013, if the “stated minimum amount” has not been subscribed and the sum payable
on Application is not received within a period of 30 days from the date of Prospectus, the Application Amount has to be
returned within such period as may be prescribed.
275If our Company does not receive the subscription of 100% of the Issue through this Issue document including devolvement
of Underwriters, our Company shall forthwith unblock the entire subscription amount received.
In terms of Regulation 272(2) of SEBI ICDR Regulations, in case the Company fails to obtain listing or trading permission
from the stock exchanges where the specified securities are proposed to be listed, it shall refund through verifiable means
the entire monies received within four days of receipt of intimation from stock exchange(s) rejecting the application for
listing of specified securities, and if any such money is not repaid within four days after the issuer becomes liable to repay it,
the issuer and every director of the company who is an officer in default shall, on and from the expiry of the fourth day, be
jointly and severally liable to repay that money with interest at the rate of fifteen per cent per annum.
Further, in accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, our Company shall ensure that the number
of prospective allottees to whom the Equity Shares will allotted will not be less than 200 (two hundred).
In accordance with Regulation 260 (1) of the SEBI ICDR Regulations, our Issue shall be hundred percent underwritten.
Thus, the underwriting obligations shall be for the entire hundred percent of the Issue through the Red Herring Prospectus
and shall not be restricted to the minimum subscription level. Further, in accordance with Regulation 267(2) of the SEBI
(ICDR) Regulations, our Company shall ensure that the minimum Bid size shall not be less than two lots. Provided that
minimum application size shall be above ₹2 lakhs.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be issued or sold, and Applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.
ARRANGEMENTS FOR DISPOSAL OF ODD LOTS
In accordance with Regulation 267 (2) of the SEBI ICDR Regulations, our Company shall ensure that the minimum
application size shall be two lots per application provided that minimum application size shall be above ₹2 lakhs.
The trading of the Equity Shares will happen in the minimum contract size of 2,000 Equity Shares in terms of the SEBI
Circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012. However, in terms of Regulation 261 (5) of the ICDR
Regulations, the Market Maker shall buy the entire shareholding of a shareholder in one lot, where value of such
shareholding is less than the minimum contract size allowed for trading on the Emerge Platform of National Stock
Exchange of India Limited (“NSE or NSE Emerge”).
APPLICATION BY ELIGIBLE NRIS, FPIS / FIIS REGISTERED WITH SEBI, VCFS REGISTERED WITH
SEBI AND ELIGIBLE QFIS
It is to be understood that there is no reservation for Eligible NRIs or FPIs / FIIs registered with SEBI or VCFs or Eligible
QFIs. Such Eligible NRIs, Eligible QFIs, FIIs registered with SEBI will be treated on the same basis with other categories
for the purpose of allocation.
NRIs, FPIs / FIIs and foreign venture capital investors registered with SEBI are permitted to purchase shares of an Indian
company in a public Issue without the prior approval of the RBI, so long as the price of the Equity Shares to be issued is
not less than the price at which the Equity Shares are issued to residents. The transfer of shares between an Indian resident
and a non-resident does not require the prior approval of the FIPB or the RBI, provided that (i) the activities of the investee
company are under the automatic route under the foreign direct investment (“FDI”) Policy and the non-resident
shareholding is within the sectoral limits under the FDI policy; and (ii) the pricing is in accordance with the guidelines
prescribed by the SEBI / RBI.
The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside
India) Regulations, 2000, provides a general permission for the NRIs, FPIs and foreign venture capital investors registered
with SEBI to invest in shares of Indian companies by way of subscription in an IPO. However, such investments would be
subject to other investment restrictions under the Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident outside India) Regulations, 2000, RBI and / or SEBI regulations as may be applicable to such investors.
The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by the
Government of India / RBI while granting such approvals.
276AS PER THE EXTANT POLICY OF THE GOVERNMENT OF INDIA, OCBS CANNOT PARTICIPATE IN
THIS ISSUE
As per the existing regulations, OCBs are not eligible to participate in this Issue. The RBI has however clarified in its
circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under the
adverse notice of the RBI are permitted to undertake fresh investments as incorporated non-resident entities in terms of
Regulation 5(1) of RBI Notification No. 20/2000-RB dated May 03, 2000 under FDI Scheme with the prior approval of
Government if the investment is through Government Route and with the prior approval of RBI if the investment is through
Automatic Route on case by case basis. OCBs may invest in this Issue provided it obtains a prior approval from the RBI.
On submission of such approval along with the Application Form, the OCB shall be eligible to be considered for Equity
Share allocation.
RESTRICTIONS ON TRANSFER AND TRANSMISSION OF SHARES OR DEBENTURES AND ON THEIR
CONSOLIDATION OR SPLITTING
Except for lock-in of the pre-Issue Equity Shares and Promoters’ minimum contribution in the Issue as detailed in the
Section titled, “Capital Structure”, beginning on page 88, and except as provided in the Articles of Association of our
Company, there are no restrictions on transfer and transmission and on their consolidation / splitting of Equity Shares. For
further details, please refer to the Section titled, “Main Provisions of the Articles of Association”, beginning on page 326.
The above information is given for the benefit of the Applicants. The Applicants are advised to make their own enquiries
about the limits applicable to them. Our Company and the Book Running Lead Manager does not accept any responsibility
for the completeness and accuracy of the information stated hereinabove. Our Company and the Book Running Lead
Manager is not liable to inform the Applicants of any amendments or modifications or changes in applicable laws or
regulations, which may occur after the date of this Prospectus. Applicants are advised to make their independent
investigations and ensure that the number of Equity Shares applied for do not exceed the applicable limits under laws or
regulations.
NEW FINANCIAL INSTRUMENTS
As on the date of this Prospectus, there are no outstanding warrants, new financial instruments or any rights, which would
entitle the shareholders of our Company, including our Promoters, to acquire or receive any Equity Shares after the Issue.
ALLOTMENT OF EQUITY SHARES IN DEMATERIALIZED FORM
As per the provisions of the Depositories Act, 1996 and the regulations made under and Section 29(1) of the Companies
Act, 2013 the Equity Shares to be allotted must be in Dematerialized form i.e. not in the form of physical certificates but be
fungible and be represented by the statement issued through electronic mode.
Further, in accordance with the ICDR Regulations, Allotment of Equity Shares to successful Applicants will only be in the
dematerialized form. Applicants will not have the option of Allotment of the Equity Shares in physical form. The Equity
Shares on Allotment will be traded only on the dematerialized segment of the Stock Exchange. Hence, the Equity Shares
being Issued can be applied for in the dematerialized form only.
MIGRATION TO MAIN BOARD
As per the provisions of the Chapter IX of the SEBI (ICDR) Regulation, 2018 read with SEBI ICDR (Amendment)
Regulations, 2025 to the extent applicable, our Company may migrate to the main board of NSE from the SME Exchange
on a later date subject to the following:
As per Regulation 280(2) of the SEBI ICDR Regulation, 2018 read along with SEBI ICDR (Amendment) Regulations,
2025, Where the post-issue paid up capital of the Company listed on a NSE-EMERGE is likely to increase beyond twenty-
five crore rupees by virtue of any further issue of capital by the Company by way of rights issue, preferential issue, bonus
issue, etc. the Company shall migrate its equity shares listed on a Emerge Platform of National Stock Exchange of India
Limited (“NSE or NSE Emerge”) to the Main Board and seek listing of the equity shares proposed to be issued on the Main
Board subject to the fulfilment of the eligibility criteria for listing of equity shares laid down by the Main Board. Provided
that no further issue of capital shall be made unless –
a. the shareholders have approved the migration by passing a special resolution through postal ballot wherein the votes
cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes
cast by shareholders other than promoter shareholders against the proposal;
277b. the Company has obtained an in principle approval from the Main Board for listing of its entire specified securities on
it.
Provided further that where the post-issue paid-up capital pursuant to further issue of capital including by way of rights
issue, preferential issue, bonus issue, is likely to increase beyond ₹25 crores, the Company may undertake further issuance of
capital without migration from SME exchange to the main board, subject to the undertaking to comply with the provisions
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
applicable to companies listed on the main board of the stock exchange(s).”
If the Paid-up Capital of the company is more than ₹10 crores but below ₹25 crores, we may still apply for migration to the
main board if the same has been approved by a special resolution through postal ballot wherein the votes cast by the
shareholders other than the promoters in favour of the proposal amount to at least two times the number of votes cast by
shareholders other than promoter shareholders against the proposal.
As per the provisions of the Chapter IX of the SEBI ICDR Regulations, our Company may migrate to the main board of
National Stock Exchange of India Limited from the NSE EMERGE if we fulfil the criteria as per SEBI (ICDR) Regulation
and as per NSE Circular dated March 07, 2024.
A. As per NSE guidelines:
Pursuant to the NSE Circular No. 0680/2025 dated April 24, 2025, our Company may migrate its securities from the Emerge
Platform of National Stock Exchange of India Limited to main board platform of National Stock Exchange of India Limited
if it fulfils the below eligibility criteria:
Parameter Migration policy from NSE Emerge Platform to NSE Main Board
Paid Up Capital & Paid-up equity capital is not less than INR 10 crores; and
Market Capitalisation Average capitalisation shall not be less than INR 100 crores.
For this purpose, capitalisation will be the product of the price (average of the weekly high and
low of the closing prices of the related shares quoted on the stock exchange for 3 months
preceding the application date) and the post issue number of equity shares.
Revenue From The revenue from operations should be greater than INR 100 Cr in the last financial year; and
Operation & EBITDA should have positive operating profit from operations for at least 2 out 3 financial years
Listing Period Should have been listed on SME platform of the Exchange for at least 3 years.
Public Shareholders The total number of public shareholders should be at least 500 on the date of application.
Promoter and Promoter Group shall be holding at least 20% of the Company at the time of
making application.
Further, as on date of application for migration the holding of Promoter’s should not be less than
50% of shares held b them on the date of listing.
Promoter & Promoter and Promoter Group shall be holding at least 20% of the Company at the time of
Promoter Group Holding making application.
Further, as on date of application for migration the holding of Promoter’s should not be less than
50% of shares held by them on the date of listing.
Other • No proceedings have been admitted under Insolvency and Bankruptcy Code against
Listi Applicant company and promoting company.
ng Conditions • The company has not received any winding up petition admitted by NCLT/IBC.
• The net worth of the company should be at least 75 crores.
• No Material regulatory action in the past 3 years like suspension of trading against the applicant
Company and Promoter by any Exchange.
• No debarment of Company/Promoter, subsidiary Company by SEBI.
• No Disqualification/Debarment of director of the Company by any regulatory authority.
The applicant company has no pending investor complaints in SCORES.Cooling period of two
months from the date the security has come out of the trade-to-trade category or any other
surveillance action, by other exchanges where the security has been actively listed. No Default in
respect of payment of interest and /or principal to the debenture/bond/fixed deposit holders
by the applicant, promoter/ Subsidiary Company.
278B. As per ICDR guidelines:
If the Paid up Capital of our Company is likely to increase above ₹2,500 lakhs by virtue of any further Issue of capital by
way of rights Issue, preferential Issue, bonus Issue etc. (which has been approved by a special resolution through postal
ballot wherein the votes cast by the shareholders other than the Promoter in favour of the proposal amount to at least two
times the number of votes cast by shareholders other than promoter shareholders against the proposal and for which the
company has obtained in-principal approval from the Main Board), our Company shall apply to National Stock
Exchange of India Limited for listing of its shares on its Main Board subject to the fulfilment of the eligibility criteria for
listing of specified securities laid down by the Main Board.
OR
If the Paid up Capital of our company is more than ₹1,000 lakhs but below ₹2,500 lakhs, our Company may still apply for
migration to the Main Board and if the Company fulfils the eligible criteria for listing laid by the Main Board and if the
same has been approved by a special resolution through postal ballot wherein the votes cast by the shareholders other than
the Promoter in favour of the proposal amount to at least two times the number of votes cast by shareholders other than
promoter shareholders against the proposal.
Any company desiring to migrate to the Main board from the Emerge Platform of National Stock Exchange of India Limited
(“NSE or NSE Emerge”) within three years of listing on Emerge Platform of National Stock Exchange of India Limited
(“NSE or NSE Emerge”) has to fulfil following conditions:
i. The increase in post Issue face value capital beyond ₹25 crore should arise only because of merger/acquisition or
for expansion purposes.
ii. The company should have a minimum turnover of ₹100 crore as per last audited financials and market
capitalization of ₹100 crore.
iii. The company should have a minimum profit before tax of ₹10 crore for two years out of three preceding years.
iv. There should not be any action against the company by any regulatory agency at the time of application for
migration.
For detailed criteria by National Stock Exchange of India Limited for migration to the Main Board, please refer website of
exchange at www.nseindia.com.
MARKET MAKING
The Equity Shares Issued through this Issue are proposed to be listed on the Emerge Platform of National Stock Exchange of
India Limited (“NSE or NSE Emerge”), wherein the Market Maker to this Issue shall ensure compulsory Market Making
through the registered Market Makers of the Emerge Platform of National Stock Exchange of India Limited (“NSE or NSE
Emerge”)for a minimum period of 3 years from the date of listing on the Emerge Platform of National Stock Exchange of
India Limited (“NSE or NSE Emerge”).
For further details of the agreement entered into between our Company, the Book Running Lead Manager and the Market
Maker please refer to Section titled, “General Information - Details of the Market Making Arrangements for this Issue”,
beginning on page 73..
JURISDICTION
Exclusive jurisdiction for the purpose of this Issue is with the competent courts / authorities in New Delhi.
The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the
United States, and may not be Issued or sold within the United States to, or for the account or benefit of “U.S. persons” (as
defined in Regulation S), except pursuant to an exemption from or in a transaction not subject to, registration requirements
of the U.S. Securities Act and applicable U.S. state Securities laws. Accordingly, the Equity Shares are only being Issued or
sold outside the United States in compliance with Regulation S under the Securities Act and the applicable laws of the
jurisdictions where those Issues and sales occur.
279The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be Issued or sold, and Applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.
PRE-ISSUE ADVERTISEMENT
Subject to Section 30 of the Companies Act, 2013 our Company shall, after registering the Prospectus with the Registrar
of Companies publish a pre-Issue advertisement, in the form prescribed by the SEBI (ICDR) Regulations, in one widely
circulated English language national daily newspaper; one widely circulated Hindi language national daily newspaper, one
regional newspaper with wide circulation where the Registered Office of our Company is situated.
The above information is given for the benefit of the Applicants. The Applicants are advised to make their own enquiries
about the limits applicable to them. Our Company and the Book Running Lead Manager does not accept any responsibility
for the completeness and accuracy of the information stated hereinabove. Our Company and the Book Running Lead
Manager is not liable to inform the investors of any amendments or modifications or changes in applicable laws and
regulations, which may occur after the date of this Prospectus. Applicants are advised to make their independent
investigations and ensure that the number of Equity Shares applied for do not exceed the applicable limits under laws and
regulations.
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280ISSUE STRUCTURE
This Issue is being made in terms of Regulation 229(2) of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended
from time to time, whereby, our Company’s post Issue paid up capital is more than ten crore rupees and up to twenty-five
crore rupees. Our Company shall Issue equity shares to the public and propose to list the same on the Emerge Platform of
National Stock Exchange of India Limited (“NSE or NSE Emerge”). For further details regarding the salient features and
terms of such this Issue, please refer to chapter titled “Terms of the Issue” and “Issue Procedure” beginning on page 270
and 285 respectively.
Initial Public Offer of up to 46,50,000* Equity Shares of ₹10.00 each for cash at a price of ₹ 57.00 per Equity Share (including
a Share Premium of ₹ 47.00 per Equity Share), aggregating up to ₹ 2,650.50 Lakhs out of which Fresh Issue of up to
46,50,000* equity shares of ₹10.00 each for cash at a price of ₹ 55.00 per Equity Share (including a Share Premium of ₹
47.00 per Equity Share), aggregating up to ₹ 2,650.50 Lakhs.
*Subject to finalization of the Basis of Allotment
The Issue comprises a reservation of up to 2,34,000 Equity Shares of face value of ₹10.00 each fully paid for cash at price
of ₹ 57.00 per Equity Share (including a premium of ₹ 47.00 per Equity Share) aggregating to ₹ 2,650.50 Lakhs for
subscription by the designated Market Maker (Market Maker Reservation Portion) and a Net Issue to Public of up to
44,16,000 Equity Shares of face value of ₹ 10.00 each fully paid for cash at price of ₹ 57.00 per Equity Share (including a
premium of ₹ 47.00 per Equity Share) aggregating to ₹ 2,517.12 Lakhs (the Net Issue). The Issue and the Net Issue will
constitute 27.56 % and 26.18 % respectively of the Post Issue Paid-up Equity Share Capital of the Company. The Issue is
being made through the Book Building Process.
Market Maker Individual Investor
Particulars Non-Institutional
Reservation QIBs (1) (Minimum Application
of the Issue Investors
Portion Size)
Number of Up to 2,34,000 Not more than 46,000 Not less than 21,90,000 Not less than 21,80,000
Equity Equity Shares of Equity Shares of face Equity Shares of face Equity Shares of face
Shares face value ₹10 value ₹10 each value ₹10 each value ₹10 each
available for each
allocation
Percentage 5.03% of the Not more than 50% of the Not less than 15.00% of Not less than 35.00% of
of Issue Size Issue Size Net Issue being available the Net Issue subject to the Issue shall be
available for for allocation to QIB the following: (i) one- available for
allocation Bidders. However, up to third of the portion allocation.≥49.37% of
5% of the Net QIB Portion available to Non Issue available for
will be available for Institutional Bidders shall allocation
allocation proportionately be reserved for applicants
to Mutual Funds only. with an application size of
Mutual Funds more than two lots and up
participating in the Mutual to such lots equivalent to
Fund Portion will also be not more than ₹10 lakhs;
eligible for allocation in and (ii) two-third of the
the remaining QIB portion available to Non-
Portion. The unsubscribed Institutional Bidders shall
portion in the Mutual Fund be reserved for applicants
Portion will be added to with application size of
the Net QIB more than ₹ 10,00,000
Portion.1.04% of Net
Issue Size for QIBs. Up to
5% of QIB Portion.
Unsubscribed Mutual
Fund Portion available to
other QIBs.
Basis of Firm Allotment Proportionate allocation: - Proportionate basis: - 1/3 At least Minimum Bid
Allotment Up to 6,000 Equity Shares reserved for applications Lot. Remaining shares
to all QIBs. up to ₹10 lakhs - 2/3 allotted proportionately.
reserved for applications
exceeding ₹10 lakhs
Unsubscribed portion
281may be reallocated to the
other sub-category
Mode of Only through ASBA Process only ASBA Process only ASBA Process only
Application ASBA Process (except Anchor Investors) (including UPI (including UPI
mechanism for Bids up to mechanism)
₹5,00,000)
Mode of Compulsorily in Compulsorily in Compulsorily in Compulsorily in
Allotment dematerialized dematerialized form dematerialized form dematerialized form
form
Minimum 2,34,000 Equity Multiples of 2,000 Equity Multiples of 2,000 Equity Such number of Equity
Bid Size Shares of ₹10 Shares such that Shares such that Shares so that the Bid
each and in Application Size exceeds Application Size exceeds Size is two lots.
multiples of ₹2,00,000 more than two lots
2,000
Maximum 2,34,000 Equity Multiples of 2,000 Equity Multiples of 2,000 Equity Multiples of 2,000
Bid Size Shares of ₹10 Shares not exceeding Net Shares not exceeding Net Equity Shares such that
each Issue (excluding Anchor Issue (excluding QIB Application Size
Portion), subject to Portion), subject to limits exceeds ₹2,00,000
applicable limits
Trading Lot 2,000 Equity 2,000 Equity Shares of 2,000 Equity Shares of 2,000 Equity Shares of
Shares. Market ₹10 and multiples thereof ₹10 and multiples thereof ₹10 and multiples
Maker may thereof
accept odd lots
as per SEBI
ICDR
Regulations,
2018
Terms of Bid Amount Same as Market Maker Same as Market Maker Same as Market Maker
Payment blocked by
SCSBs or UPI
Mechanism
Who can Market Maker Public financial Resident Indians, Eligible Resident Indians,
apply institutions (Section 2(72), NRIs, HUFs (in name of Eligible NRIs, HUFs (in
Companies Act), karta), companies, name of karta),
Scheduled Banks, Mutual corporate bodies, provident funds (min
Funds, FPIs (except scientific institutions, corpus ₹25 crores),
individuals, corporate societies, trusts, family pension funds (min
bodies & family offices), offices, Category II FPIs corpus ₹25 crores),
VCFs, AIFs, FVCIs registered with SEBI National Investment
registered with SEBI, Fund set up by
multilateral & bilateral Government of India
development financial
institutions, state
industrial development
corporations, Insurance
companies registered with
IRDAI
Mode of Bid Only through ASBA Process or through ASBA Process or through ASBA Process or
ASBA Process Banks or UPI mechanism Banks or UPI mechanism through Banks or UPI
mechanism
The above allocation is in compliance with the Book Building Issue requirements applicable to SME Platform issues under
the SEBI ICDR Regulations under Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time.
(1) Our Company may, in consultation with the Book Running Lead Manager, allocate up to 60% of the QIB Portion to
Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. Out of such portion (i)
33.33%shall be available for allocation to domestic Mutual Funds, and (ii) 6.67% for life insurance companies and
pension funds, subject to valid Bids being received at or above the Anchor Investor Allocation Price. In the event of under-
subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the QIB Portion.In terms of
Rule 19(2) of the SCRR read with Regulation 252 of the SEBI (ICDR) Regulations, 2018 this is an Issue for at least 25%
282of the post Issue paid-up Equity share capital of the Company. This Issue is being made through Book Building Process,
wherein allocation to the public shall be as per Regulation 252 of the SEBI (ICDR) Regulations.
(2) In In accordance with the SME Platform requirements of NSE EMERGE and the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018, the minimum application size for all categories of Bidders shall be subject
to a minimum application amount of ₹1,00,000, as determined by the lot size fixed by our Company in consultation with
the Book Running Lead Manager.
(3) Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in any category, except in
the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories of
Bidders at the discretion of our Company in consultation with the Book Running Lead Manager and the Designated Stock
Exchange, subject to applicable laws.
(4) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application
Forms provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Issue Price
shall be payable by the Anchor Investor Pay-In Date as indicated in the CAN.
(5) In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is
also held in the same joint names and that the names are in the same sequence in which they appear in the Bid cum
Application Form. The Bid cum Application Form contained only the name of the first Bidder whose name should also
appear as the first holder of the beneficiary account held in joint names. The signature of only such first Bidder would be
required in the Bid cum Application Form and such first Bidder would be deemed to have signed on behalf of the joint
holders.
(6) Bidders are required to confirm and are deemed to have represented to our Company, the , the Underwriters, their
respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules,
regulations, guidelines and approvals to acquire the Equity Shares.
The Bids by FPIs with certain structures as described under “Issue Procedure - Bids by FPIs” on page 285 and having
same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to
such successful Bidders (with same PAN) may be proportionately distributed.
WITHDRAWAL OF THE ISSUE
In accordance with the SEBI (ICDR) Regulations, our Company in consultation with Book Running Lead Manager,
reserves the right not to proceed with this Issue at any time after the Issue Opening Date, but before our Board meeting for
Allotment without assigning reasons thereof.
If our Company, withdraws the Issue after the Issue Closing Date, we will give reason thereof within two days by way of a
public notice which shall be published in the same newspapers where the pre-Issue advertisements were published.
Further, the Stock Exchanges shall be informed promptly in this regard and the Book Running Lead Manager, through the
Registrar to the Issue, shall notify the SCSBs to unblock the Bank Accounts of the ASBA Applicants within one Working
Day from the date of receipt of such notification.
In case our Company, withdraws the Issue after the Issue Closing Date and subsequently decides to undertake a public
Offering of Equity Shares, our Company, will file a fresh Issue Document with the Stock Exchange where the Equity
Shares may be proposed to be listed.
Notwithstanding the foregoing, the Issue is also subject to obtaining the final Listing and Trading Approval of the Stock
Exchange, which the Company shall apply for after Allotment. In terms of the SEBI Regulations, Non-Individual
Applicants shall not be allowed to withdraw their Application after the Issue Closing Date.
JURISDICTION
Exclusive jurisdiction for the purpose of this Issue is with the competent courts / authorities at New Delhi.
ISSUE PROGRAM
Bid / Issue Opens on January 14, 2026
283Bid / Issue Closes on January 19 2026 (1)
Finalization of Basis of Allotment with the Designated Stock Exchange On or about January 19, 2026
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA Account or
On or about January 20, 2026
UPI ID linked bank account*
Credit of Equity Shares to Demat accounts of Allottees On or about January 20, 2026
Commencement of trading of the Equity Shares on the Stock Exchange On or about January 21, 2026
(1)Pursuant to NSE circular no. 07/2025 dated June 18, 2025, bidding for all categories shall close at 4:00 PM & UPI
mandate end time and date shall be at 5:00 pm IST on Bid/ Issue Closing Date, i.e. January 19, 2026.
Applications and any revisions to the same will be accepted only between 10.00 A.M. to 5.00 P.M. (IST) during the Issue
Period at the Application Centres mentioned in the Bid-Cum-Application Form.
a) Bids at Cut-off price shall not permitted for all category of investors.
b) Downward Modification and cancellation shall not be applicable to any of the category of bidding.
Standardization of cut-off time for uploading of applications on the Bid / Issue Closing Date:
a) A standard cut-off time of 3.00 P.M. for acceptance of applications.
b) A standard cut-off time of 4.00 P.M. for uploading of applications received from other than individual applicant (who
applies for minimum application size).
c) A standard cut-off time of 5.00 P.M. for uploading of applications received from only individual applicant (who
applies for minimum application size), which may be extended up to such time as deemed fit by National Stock
Exchange of India Limited after taking into account the total number of applications received up to the closure of
timings and reported by Book Running Lead Manager to National Stock Exchange of India Limited within half an
hour of such closure.
It is clarified that Bids not uploaded would be rejected. In case of discrepancy in the data entered in the electronic book
vis-à-vis the data contained in the physical Bid-Cum- Application Form, for a particular bidder, the details as per physical
Bid-Cum-application form of that Bidder may be taken as the final data for the purpose of allotment.
Bids will be accepted only on Working Days, i.e., Monday to Friday (excluding bank holidays).
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284ISSUE PROCEDURE
Please note that the information stated/covered in this section may not complete and/or accurate and as such would be
subject to modification/change. Our Company and the BRLM would not be liable for any amendment, modification or
change in applicable law, which may occur after the date of this Prospectus. Applicants are advised to make their
independent investigations and ensure that their applications are submitted in accordance with applicable laws and do not
exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or as
specified in the Prospectus.
All Applicants should review the General Information Document for Investing in Public Issue, prepared and issued in
accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2020/37 dated March 17, 2020 notified by SEBI (the “General
Information Document”) which highlights the key rules, processes and procedures applicable to public issues in general in
accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations. The General
Information Document is available on the websites of Stock Exchange, the Company and the Book Running Lead Manager.
Please refer to the relevant provisions of the General Information Document which are applicable to the Issue. The investors
should note that the details and process provided in the General Information Document should be read along with this
section
Additionally, all Applicants may refer to the General Information Document for information in relation to (i) Category of
investor eligible to participate in the Issue; (ii) maximum and minimum Issue size; (iii) price discovery and allocation;
(iv) Payment Instructions for ASBA Applicants; (v) Issuance of CAN and Allotment in the Issue; (vi) General instructions
(limited to instructions for completing the Application Form); (vii) designated date; (viii) disposal of applications; (ix)
submission of Application Form; (x) other instructions (limited to joint applications in cases of individual, multiple
applications and instances when an application would be rejected on technical grounds); (xi) applicable provisions of
Companies Act, 2013 relating to punishment for fictitious applications; (xii) mode of making refunds; and (xiii) interest in
case of delay in Allotment or refund.
SEBI through its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019 and circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June
28, 2019, has introduced an alternate payment mechanism using Unified Payments Interface (“UPI”) and consequent
reduction in timelines for listing in a phased manner. From January 1, 2019, the UPI Mechanism for RIBs applying through
Designated Intermediaries was made effective along with the existing process and existing timeline of T+6 days. (“UPI
Phase I”). The UPI Phase I was effective till June 30, 2019.
Subsequently, for applications by Individual Investors through Designated Intermediaries, the process of physical
movement of forms from Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI
Mechanism with existing timeline of T+6 days is applicable for a period of three months or launch of five main board public
issues, whichever is later (“UPI Phase II”), with effect from July 1, 2019, by SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, read with circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85)
dated July 26, 2019. Further, as per the SEBI circular (SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019,
the UPI Phase II had been extended until March 31, 2020. However, due to the outbreak of COVID-19 pandemic, UPI
Phase II has been further extended by SEBI until further notice, by its circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated
March 30, 2020. Thereafter final reduced timeline of T+3 days for the UPI Mechanism for applications by Individual
Investors (“UPI Phase III”), as may be prescribed by SEBI. Further, SEBI, vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, and circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, has introduced certain additional measures for streamlining the
process of Initial Public Offers and redressing investor grievances. This circular is effective for Initial Public Offers
opening on / or after May 1, 2021, except as amended pursuant to SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570
dated June 2, 2021, and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and the provisions of
this circular are deemed to form part of this Prospectus. Furthermore, pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual Investors in initial public Offerings (opening on
or after May 1, 2022) whose application sizes are up to ₹500,000 shall use the UPI Mechanism.
Furthermore, SEBI vide press release bearing number 12/2023 has approved the proposal for reducing the time period for
listing of shares in public Issue from existing 6 working days to 3 working days from the date of the closure of the Issue.
The revised timeline of T+3 days shall be made applicable in two phases i.e. voluntary for all public issues opening on or
after September 1, 2023, and mandatory on or after December 1, 2023. Further, SEBI has vide its circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 reduced the time taken for listing of specified securities after
the closure of a public Issue to three Working Days. Accordingly, the Issue will be made under UPI Phase III on a
mandatory basis, subject to any circulars, clarification or notification issued by the SEBI from time to time.
285ASBA Applicants are required to submit ASBA Applications to the selected branches / offices of the RTAs, DPs, Designated
Bank Branches of SCSBs. The lists of banks that have been notified by SEBI to act as SCSB (Self Certified
Syndicate Banks) for the ASBA Process are provided on http://www.sebi.gov.in. For details on designated branches of
SCSB collecting the Application Form, please refer the abovementioned SEBI link. The list of Stock Brokers, Depository
Participants (“DP”), Registrar to an Issue and Share Transfer Agent (“RTA”) that have been notified by NSE to act as
intermediaries for submitting Application Forms are provided on the website of NSE at www.nseindia.com. For details on
their designated branches for submitting Application Forms, please refer the above-mentioned NSE website.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Issue Closing Date, the Bidder shall be compensated in accordance
with applicable law. The BRLM shall, in their sole discretion, identify and fix the liability on such an intermediary or entity
responsible for such delay in unblocking. Further, Investors shall be entitled to compensation in the manner specified in
the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, in case of delays in resolving
investor grievances in relation to blocking/unblocking of funds.
The list of Banks that have been notified by SEBI as Issuer Banks for UPI are provided on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40. The list of Stockbrokers,
Depository Participants (DP), Registrar to an Issue and Share Transfer Agent (RTA) that have been notified by Emerge
Platform of National Stock Exchange of India Limited (“NSE or NSE Emerge”) to act as intermediaries for submitting
Application Forms are provided on www.nseindia.com/emerge. For details on their designated branches for submitting
Application Forms, please see the above-mentioned website of Platform of Emerge Platform of National Stock Exchange of
India Limited (“NSE or NSE Emerge”).
Please note that the information stated/covered in this section may not be complete and /or accurate and as such would be
subject to modification / change. Our Company and Book Running Lead Manager does not accept any responsibility for
the completeness and accuracy of the information stated in this section and the General Information Document and is not
liable for any amendment, modification or change in the applicable law, which may occur after the date of this Prospectus.
Applicants are advised to make their independent investigations and ensure that their application are submitted in
accordance with applicable laws and do not exceed the investment limits or maximum number of Equity Shares that can
be held by them under applicable law or as specified in this Prospectus.
Further, the Company and the Book Running Lead Manager is not liable for any adverse occurrence’s consequent to the
implementation of the UPI Mechanism for application in this Issue.
PHASED IMPLEMENTATION OF UPI FOR BIDS BY INDIVIDUAL BIDDERS, WHO APPLIES FOR
MINIMUM APPLICATION SIZE, AS PER THE UPI CIRCULAR
SEBI has issued circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,
2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 and circular SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated
March 30, 2020 (collectively the “UPI Circulars”) in relation to streamlining the process of public Issue of equity shares
and convertibles. Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment
mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under the ASBA) for
applications by RIBs through intermediaries with the objective to reduce the time duration from public Issue closure to
listing from six working days to up to three working days. Considering the time required for making necessary changes to
the systems and to ensure complete and smooth transition to the UPI payment mechanism, the UPI Circular proposes to
introduce and implement the UPI payment mechanism in three phases in the following manner:
Phase I: This phase was applicable from January 1, 2019 until March 31, 2019, or floating of five main board public issues,
whichever is later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019. Under this
phase, a Individual Investor had the option to submit the Application Form with any of the Designated Intermediary and
use his / her UPI ID for the purpose of blocking of funds. The time duration from public Issue closure to listing continued
to be six working days.
Phase II: This phase has become applicable from July 1, 2019 and was to initially continued for a period of three months or
floating of five main board public issues, whichever is later. Subsequently, it was decided to extend the timeline for
implementation of Phase II until March 31, 2020. Further, as per SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated
March 30, 2020, the current Phase II of Unified Payments Interface with Application Supported by Blocked Amount is
286continued till further notice. Under this phase, submission of the ASBA Form by RIBs through Designated Intermediaries
(other than SCSBs) to SCSBs for blocking of funds will be discontinued and will be is replaced by the UPI payment
mechanism. However, the time duration from public Issue closure to listing continues to be six working days during this
phase.
Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1, 2023, and
on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing number
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3 Notification”). In this phase, the time duration from
public Issue closure to listing has been reduced to three Working Days. The Issue shall be undertaken pursuant to the
processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars, clarification or
notification issued by the SEBI from time to time, including any circular, clarification or notification which may be issued
by SEBI.
The Issue is being made under Phase III of the UPI (on a mandatory basis).
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the SCSBs only
after such banks provide a written confirmation, in compliance with the SEBI RTA Master Circular in a format as
prescribed by SEBI, from time to time, and such payment of processing fees to the SCSBs shall be made in compliance
with circulars prescribed by SEBI and applicable law. Accordingly, the Issue has been undertaken pursuant to the processes
and procedures under UPI Phase III, subject to any circulars, clarification or notification issued by the SEBI pursuant to
the T+3 Notification. The Issue has been advertised in English national newspaper shall be notified in all editions of
Financial express (a widely circulated English National Daily Newspaper), all editions of Jansatta (widely circulated Hindi
national daily newspaper) Hindi, being the regional language where our registered office is located) each with wide
circulation, on or prior to the Bid/Issue Opening Date and such advertisement has also been made available to the Stock
Exchange for the purpose of uploading on their websites.
All SCSBs Offering facility of making application in public issues shall also provide facility to make application using the
UPI Mechanism. The Issuers will be required to appoint one of the SCSBs as a sponsor bank to act as a conduit between
the Stock Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of the Individual
Applicants into the UPI payment mechanism.
Pursuant to the SEBI UPI Circular, SEBI has set out specific requirements for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the SEBI UPI Circular include,
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send
SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit details of
cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful Bidders to be
unblocked not later than one day from the date on which the Basis of Allotment is finalised. Failure to unblock the accounts
within the timeline would result in the SCSBs being penalised under the relevant securities law. Additionally, if there is any
delay in the redressal of investors’ complaints in this regard, the relevant SCSB as well as the post – Issue Book Running
Lead Manager will be required to compensate the concerned investor.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks
(SCSBs) only after such banks make an application as prescribed in Annexure I of SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and provide a written confirmation on compliance with SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.
The list of Banks that have been notified by SEBI as Issuer Banks for UPI are provided on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40.
Further, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, all UPI Bidders applying in
public Issues where the application amount is up to ₹5,00,000 shall use the UPI Mechanism and shall also provide their
UPI ID in the Bid cum Application Form submitted with any of the entities mentioned herein below:
• a syndicate member
• a stock broker registered with a recognized stock exchange (and whose name is mentioned on the website of the stock
exchange as eligible for this activity) (“broker”)
• a depository participant (“DP”) (whose name is mentioned on the website of the stock exchange as eligible for this activity)
• a registrar to the Issue and shares transfer agent (“RTA”) (whose name is mentioned on the website of the stock exchange
as eligible for this activity)
287For further details, refer to the General Information Document to be available on the website of the Stock Exchange
and the Book Running Lead Manager’s.
BOOK BUILDING PROCEDURE
In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) read with
Regulation 252 of SEBI ICDR Regulations, 2018, the Issue is being made for at least 25% of the post-Issue Paid-up Equity
Share capital of our Company. The Issue is being made under Regulation 229(2) of Chapter IX of SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018 via book building process.
The allocation to the public will be made as per Regulation 253(1) of SEBI ICDR Regulations, wherein not more than 50%
of the Issue shall be allocated on a proportionate basis to QIBs, provided that our Company may, in consultation with the
Book Running Lead Manager, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations, out of such portion (i) 33.33%shall be available for allocation to domestic
Mutual Funds, and 305 E To E Transportation Infrastructure Limited (ii) 6.67% for life insurance companies and pension
funds, subject to valid Bids being received at or above the Anchor Investor Allocation Price. In the event of under-
subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the QIB Portion. In the event
of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the
QIB Portion. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a
proportionate basis only to Mutual Funds, and the remainder of the QIB Portion shall be available for allocation on a
proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received
at or above the Issue Price. not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to
Non-Institutional Bidders out of which (a) one third of such portion shall be reserved for applicants with application size of
more than 2 lots per application and up to such lots equivalent to not more than ₹ 10,00,000; and
(b) two third of such portion shall be reserved for applicants with application size of more than ₹ 10,00,000, provided that
the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non-
Institutional Bidders and not less than 35% of the Issue shall be available for allocation to Individual Investors (who applies
for minimum bid size) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the
Issue Price.
Subject to valid Bids being received at or above the Issue Price, under subscription, if any, in any category, except the QIB
Portion, would be allowed to be met with spill-over from any other category or a combination of categories at the discretion
of our Company, in consultation with the Book Running Lead Manager, and the Designated Stock Exchange. However,
under-subscription, if any, in the QIB Portion will not be allowed to be met with spill over from other categories or a
combination of categories.
The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.
Investors should note that according to Section 29(1) of the Companies Act, 2013, allotment of Equity Shares to all
successful Applicants will only be in the dematerialized form. It is mandatory to furnish the details of Applicant’s
depository account along with Application Form. The Bid cum Application Forms which do not have the details of
the Bidders’ depository account, including DP ID, Client ID and PAN and UPI ID (for RIBs using the UPI
Mechanism), shall be treated as incomplete and will be rejected. Eligible Employees Bidding in the Employee
Reservation Portion Bidding using the UPI Mechanism, shall be treated as incomplete and will be rejected. Bidders
will not have the option of being Allotted Equity Shares in physical form.
Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification dated
February 13, 2020 issued by the Central Board of Direct Taxes and the press release dated June 25, 2021, and
September 17, 2021, CBDT circular no.7 of 2022, dated March 30, 2022, read with press release dated March 28,
2023, read with subsequent circulars issued in relation thereto.
AVAILABILITY OF DRAFT RED HERRING PROSPECTUS, RED HERRING PROSPECTUS, PROSPECTUS
AND APPLICATION FORMS
The Memorandum containing the salient features of the Red Herring Prospectus together with the Application Forms and
copies of the Red Herring Prospectus may be obtained from the Registered Office of our Company, from the Registered
Office of the Book Running Lead Manager to the Issue, Registrar to the Issue as mentioned in the Application form.
An electronic copy of the application forms will also be available for download on the website of SCSBs (via Internet
Banking) and from the website of National Stock Exchange of India Limited i.e. www.nseindia.com
288Applicants shall only use the specified Application Form for the purpose of making an Application in terms of the
Prospectus. All the applicants shall have to apply only through the ASBA process. ASBA Applicants shall submit an
Application Form either in physical or electronic form to the SCSB’s authorizing blocking of funds that are available in the
bank account specified in the Applicants shall only use the specified Application Form for the purpose of making an
Application in terms of the Prospectus. The Application Form shall contain space for Indicating number of specified
securities subscribed for in Demat form.
BID CUM APPLICATION FORM
Copies of the Bid cum Application Form and the abridged prospectus will be available at the offices of the Book Running
Lead Manager the Designated Intermediaries, and the Registered Office of our Company. An electronic copy of the
Application Form will also be available for download on the websites of the National Stock Exchange of India Limited
(“NSE EMERGE”) (www.nseindia.com), the SCSBs, the Registered Brokers, the RTAs and the CDPs at least one day
prior to the Issue Opening Date.
All Bidders (other than Anchor Investors) shall mandatorily participate in the issue only through the ASBA process. Anchor
Investors are not permitted to participate in the issue through the ASBA process. The Bidding in the Individual Investors
Portion can additionally Bid through the UPI Mechanism.
All ASBA Bidders must provide either (i) the bank account details and authorization to block funds in the ASBA Form, or
(ii) the UPI ID (in case of UPI Bidders), as applicable, in the relevant space provided in the ASBA Form. The ASBA Forms
that do not contain such details will be rejected. UPI Bidders Bidding using the UPI Mechanism may also apply through
the SCSBs and mobile applications using the UPI handles as provided on the website of SEBI.
A Individual Investors making applications using the UPI Mechanism shall use only his / her own bank account or only his
/ her own bank account linked UPI ID to make an application in the issue. The SCSBs, upon receipt of the Application Form
will upload the Bid details along with the UPI ID in the bidding platform of the Stock Exchange. Applications made by the
Individual Investors using third party bank accounts or using UPI IDs linked to the bank accounts of any third parties are
liable for rejection. The Bankers to the issue shall provide the investors’ UPI linked bank account details to the RTA for
the purpose of reconciliation. Post uploading of the Bid details on the bidding platform, the Stock Exchange will validate
the PAN and demat account details of Individual Investors with the Depositories.
ASBA Applicants shall submit an Application Form either in physical or electronic form to the SCSB’s authorizing
blocking funds that are available in the bank account specified in the Application Form used by ASBA applicants.
Further, Bidders shall ensure that the Bids are submitted at the Bidding Centres only on Bid cum Application Forms bearing
the stamp of a Designated Intermediary (except in case of electronic Bid cum Application Forms) and Bid cum Application
Forms not bearing such specified stamp may be liable for rejection.
ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary,
submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such
specified stamp are liable to be rejected. ASBA Bidders could submit the ASBA Form in the manner below:
i. Individual Investors Bidding in the Individual Investors Portion using UPI Mechanism, may submit their ASBA
Forms, including details of their UPI IDs, with the Syndicate, Sub- Syndicate members, Registered Brokers, RTAs or
CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided
by certain brokers.
ii. Individual Investors authorizing an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA
Forms with the SCSBs (physically or online, as applicable), or online using the facility of linked online trading, demat
and bank account (3 in 1 type accounts), provided by certain brokers.
iii. QIBs and NIBs (other than UPI Bidders) could submit their ASBA Forms with SCSBs, Syndicate, SubSyndicate
Members, Registered Brokers, RTAs or CDPs.
ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent to
the full Bid Amount which can be blocked by the SCSBs or sponsor banks, as applicable, at the time of submitting the Bid.
In order to ensure timely information to investors, SCSBs are required to send SMS alerts to investors intimating them
about Bid Amounts blocked/ unblocked including details as prescribed in Annexure II of SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.
289In accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the Applicants
have to compulsorily apply through the ASBA Process. Applicants shall only use the specified Application Form for the
purpose of making an Application in terms of this Prospectus.
The prescribed colour of the Application Form for various categories is as follows:
Category Color of Bid cum Application Form*
Resident Indians, including resident QIBs, Non-Institutional Investors, White
Individual Investors and Eligible NRIs applying on a non-repatriation
basis^
Non-Residents including FPIs, Eligible NRIs, FVCIs and registered Blue
bilateral and multilateral institutions applying on a repatriation basis ^
*Excluding electronic Bid cum Application Form
^Electronic Bid cum Application Form and the abridge prospectus will be made available for download on the website of the stock
exchange (www.nseindia.com ).
Note:
• Details of depository account are mandatory and applications without depository account shall be treated as
incomplete and rejected. Investors will not have the option of getting the allotment of specified securities in
physical form. However, they may get the specified securities re-materialized subsequent to allotment.
• The shares of the Company, on allotment, shall be traded on stock exchange in demat mode only.
• Single bid from any investor shall not exceed the investment limit/maximum number of specified securities that
can be held by such investor under the relevant regulations/statutory guidelines.
• The correct procedure for applications by Hindu Undivided Families and applications by Hindu Undivided
Families would be treated as on par with applications by individuals.
Designated Intermediaries (other than SCSBs) after accepting Bid Cum Application Form submitted by RIIs (without using
UPI for payment), NIIs and QIBs shall capture and upload the relevant details in the electronic bidding system of stock
exchange(s) and shall submit / deliver the Bid Cum Application Forms to respective SCSBs where the Bidders has a bank
account and shall not submit it to any non-SCSB Bank.
Further, for applications submitted to designated intermediaries (other than SCSBs), with use of UPI for payment, after
accepting the Bid Cum Application Form, respective intermediary shall capture and upload the relevant application details,
including UPI ID, in the electronic bidding system of stock exchange(s).
Bidders shall only use the specified Bid Cum Application Form for making an Application in terms of the Prospectus.
The Bid Cum Application Form shall contain information about the Bidder and the price and the number of Equity Shares
that the Bidders wish to apply for. Bid Cum Application Forms downloaded and printed from the websites of the Stock
Exchange shall bear a system generated unique application number. Bidders are required to ensure that the ASBA Account
has sufficient credit balance as an amount equivalent to the full Application Amount can be blocked by the SCSB or
Sponsor Bank at the time of submitting the Application.
The Stock Exchanges shall accept the ASBA applications in their electronic bidding system only with a mandatory
confirmation on the application monies blocked. For UPI Bidders using UPI Mechanism, the Stock Exchanges shall share
the Bid details (including UPI ID) with the Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI
Mandate Request to UPI Bidders for blocking of funds. For ASBA Forms (other than UPI Mechanism) Designated
Intermediaries (other than SCSBs) shall submit / deliver the ASBA Forms to the respective SCSB where the Bidder has an
ASBA bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank.
For UPI Bidders using UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the
Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to UPI Bidders for
blocking of funds. The Sponsor Bank shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall
accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID
linked bank account. In accordance with NSE Circular No: NSE/IPO/68604 dated June 18, 2025, for all pending UPI
Mandate Requests, the Sponsor Bank shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders
with a confirmation cut-off time of 5:00 pm on the Bid / Issue Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders
should accept UPI Mandate Requests for blocking off funds prior to the Cut- off Time and all pending UPI Mandate
Requests at the Cut-Off Time shall lapse. Further, modification of Bids shall be allowed in parallel during the Bid / Issue
Period until the Cut-Off Time. The NPCI shall maintain an audit trail for every bid entered in the Stock Exchanges bidding
290platform, and the liability to compensate UPI Bidders (using the UPI Mechanism) in case of failed transactions shall be
with the concerned entity (i.e., the Sponsor Bank, NPCI or the bankers to an Issue) at whose end the lifecycle of the
transaction has come to a halt. The NPCI shall share the audit trail of all disputed transactions / investor complaints to the
Sponsor Bank and the Bankers to the Issue. The Book Running Lead Manager shall also be required to obtain the audit
trail from the Sponsor Bank and the Bankers to the Issue for analysing the same and fixing liability.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the SCSBs only
after such banks provide a written confirmation on compliance with the UPI Circulars.
The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchange and sent to NPCI and
will also ensure that all the responses received from NPCI are sent to the Stock Exchange platform with detailed error
code and description, if any. Further, the Sponsor Bank(s) will undertake reconciliation of all Bid requests and responses
throughout their lifecycle on daily basis and share reports with the BRLM in the format and within the timelines as specified
under the UPI Circulars. Sponsor Bank(s) and issuer banks shall download UPI settlement files and raw data files from the
NPCI portal after every settlement cycle and do a three-way reconciliation with UPI switch data, CBS data and UPI raw
data. NPCI is to coordinate with issuer banks and Sponsor Bank(s) on a continuous basis.
The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid/Issue Opening
Date until the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks, performance of apps
and UPI handles, down-time/network latency (if any) across intermediaries and any such processes having an
impact/bearing on the Issue Bidding process.
ELECTRONIC REGISTRATION OF BIDS
a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The Designated
Intermediaries can also set up facilities for off-line electronic registration of Applications, subject to the condition that they
may subsequently upload the off-line data file into the on-line facilities for Issue on a regular basis before the closure of the
issue.
b) On the Bid/ Issue closing Date, the Designated Intermediaries may upload the Bids till such time as may be permitted
by the Stock Exchanges and as disclosed in the Prospectus.
c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The Designated
Intermediaries are given till 1:00 pm on the next working day following the Bid/ Closing Date to modify select fields
uploaded in the Stock Exchange Platform during the Bid/ Issue period after which the Stock Exchange(s) send the
Application information to the Registrar to the issue for further processing.
An Investor, intending to subscribe to this Issue, shall submit a completed Bid Cum Application Form to any of the
following intermediaries (Collectively called – “Designated Intermediaries”):
Sr. No. Designated Intermediaries
1. An SCSB, with whom the bank account to be blocked, is maintained
2. A syndicate member (or sub-syndicate member)
3. A stockbroker registered with a recognized stock exchange (and whose name is mentioned on the website of
the stock exchange as eligible for this activity) (‘broker’)
4. A depository participant (‘DP’) (whose name is mentioned on the website of the stock exchange as eligible for
this activity)
5. A registrar to an issue and share transfer agent (‘RTA’) (whose name is mentioned on the website of the
stock exchange as eligible for this activity)
Individual investors submitting application with any of the entities at (ii) to (v) above (hereinafter referred as
“Intermediaries”), and intending to use UPI, shall also enter their UPI ID in the Bid Cum Application Form.
The aforesaid intermediary shall, at the time of receipt of application, give an acknowledgement to investor, by giving the
counter foil or specifying the application number to the investor, as a proof of having accepted the Bid Cum Application
Form, in physical or electronic mode, respectively.
291The upload of the details in the electronic bidding system of stock exchange will be done by:
For Applications After accepting the form, SCSB shall capture and upload the relevant details in the electronic
submitted by bidding system as specified by the stock exchange and may begin blocking funds available in the
Investors to SCSB: bank account specified in the form, to the extent of the application money specified.
For applications After accepting the Bid Cum Application Form, respective Intermediary shall capture and upload
submitted by the relevant details in the electronic bidding system of the stock exchange. Post uploading, they
investors to shall forward a schedule as per prescribed format along with the Bid Cum Application Forms to
intermediaries other designated branches of the respective SCSBs for blocking of funds
than SCSBs: within one day of closure of Issue.
For applications After accepting the Bid Cum Application Form, respective intermediary shall capture and upload
submitted by the relevant application details, including UPI ID, in the electronic bidding system of stock
investors to exchange. Stock exchange shall share application details including the UPI ID with sponsor bank
intermediaries other on a continuous basis, to enable sponsor bank to initiate mandate request on investors for
than SCSBs with use of blocking of funds. Sponsor bank shall initiate request for blocking of funds through NPCI to
UPI for payment: investor. Investor to accept mandate request for blocking of funds, on his /
her mobile application, associated with UPI ID linked bank account.
Stock exchange shall validate the electronic bid details with depository’s records for DP ID/Client ID and PAN, on
a real-time basis and bring the inconsistencies to the notice of intermediaries concerned, for rectification and
resubmission within the time specified by stock exchange.
Stock exchange shall allow modification of selected fields viz. DP ID / Client ID or Pan ID (Either DP ID / Client ID
or Pan ID can be modified but not BOTH), Bank code and Location code, in the bid details already uploaded.
Upon completion and submission of the Bid Cum Application Form to Application Collecting intermediaries, the
Bidders are deemed to have authorized our Company to make the necessary changes in the Prospectus, without
prior or subsequent notice of such changes to the Bidders.
Who can Bid?
Please note that, in accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors (Except Anchor investors)
applying in a public issue shall use only Application Supported by Blocked Amount (ASBA) facility for making payment.
Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019, Individual
Investors applying in public Issue may use either Application Supported by Blocked Amount (ASBA) process or UPI
payment mechanism by providing UPI ID in the Application Form which is linked from Bank Account of the investor.
Each Bidder should check whether it is eligible to apply under applicable law, rules, regulations, guidelines and policies.
Furthermore, certain categories of Bidders, such as NRIs, FPIs and FVCIs may not be allowed to apply in the Issue or to
hold Equity Shares, in excess of certain limits specified under applicable law. Bidders are requested to refer to the
Prospectus for more details.
Subject to the above, an illustrative list of Bidders is as follows:
• Indian nationals’ resident in India who are not incompetent to contract under the Indian Contract Act, 1872, as amended,
in single or as a joint application and minors having valid Demat account as per Demographic Details provided by the
Depositories. Furthermore, based on the information provided by the Depositories, our Company shall have the right to
accept the Applications belonging to an account for the benefit of minor (under guardianship);
• Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the application is
being made in the name of the HUF in the Bid Cum Application Form as follows: ―Name of Sole or First Bidder: XYZ
Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta‖. Applications by HUFs would be
considered at par with those from individuals;
• Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in the Equity
Shares under their respective constitutional and charter documents;
• Mutual Funds registered with SEBI;
292• Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other than Eligible
NRIs are not eligible to participate in this Issue;
• Indian Financial Institutions scheduled commercial banks, regional rural banks, co-operative banks (subject to RBI
permission, and the SEBI Regulations and other laws, as applicable);
• FPIs other than Category III FPI; VCFs and FVCIs registered with SEBI;
• Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;
• Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the Non-
Institutional Bidder ‘s category;
• Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial Development
Corporations.
• Foreign Venture Capital Investors registered with the SEBI;
• Trusts / societies registered under the Societies Registration Act, 1860, as amended, or under any other law relating to
Trusts and who are authorized under their constitution to hold and invest in equity shares;
• Scientific and / or Industrial Research Organizations authorized to invest in equity shares;
• Insurance Companies registered with Insurance Regulatory and Development Authority, India;
• Provident Funds with minimum corpus of ₹25 Crores and who are authorized under their constitution to hold and invest in
equity shares;
• Pension Funds and Pension Funds with minimum corpus of ₹25 Crores and who are authorized under their constitution
to hold and invest in equity shares;
• National Investment Fund set up by Resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of Government
of India published in the Gazette of India;
• Multilateral and bilateral development financial institution;
• Eligible QFIs;
• Insurance funds set up and managed by army, navy or air force of the Union of India;
• Insurance funds set up and managed by the Department of Posts, India;
• Any other person eligible to apply in this Issue, under the laws, rules, regulations, guidelines and policies applicable
to them.
Applications not to be made by:
• Minors (except through their Guardians)
• Partnership firms or their nominations
• Foreign Nationals (except NRIs)
• Overseas Corporate Bodies
As per the existing regulations, OCBs are not eligible to participate in this Issue. The RBI has however clarified in
its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are
not under the adverse notice of the RBI are permitted to undertake fresh investments as 138 incorporated non-
293resident entities in terms of Regulation 5(1) of RBI Notification No. 20/2000-RB dated May 3, 2000 under FDI
Scheme with the prior approval of Government if the investment is through Government Route and with the prior
approval of RBI if the investment is through Automatic Route on case by case basis. OCBs may invest in this Issue
provided it obtains a prior approval from the RBI. On submission of such approval along with the Bid Cum
Application Form, the OCB shall be eligible to be considered for share allocation.
MAXIMUM AND MINIMUM APPLICATION SIZE
1. For Individual Bidders, who has applied for minimum application size
The Application must be for a minimum of 4,000 Equity Shares and in multiples of 2,000 Equity Shares thereafter, so as
to ensure that the Application Price payable by the Bidder not less than 2 lots per application provided that the minimum
application size shall be above ₹ 2,00,000. In case of revision of Applications, the Individual Bidders, who has applied for
minimum application size, not less than 2 lots per application provided that the minimum application size shall be above ₹
2,00,000.
2. For Other than Individual Bidders (Non-Institutional Applicants and QIBs):
The Application must be for a minimum of such number of Equity Shares not less than 3 lots per application provided that
the minimum application size shall be above ₹ 2,00,000 and in multiples of 2,000 Equity Shares thereafter. An application
cannot be submitted for more than the Net Issue Size. However, the maximum Application by a QIB investor
should not exceed the investment limits prescribed for them by applicable laws. Under existing SEBI Regulations, a QIB
Bidder cannot withdraw its Application after the Issue Closing Date and is required to pay 100% QIB Margin upon
submission of Application.
In case of revision in Applications, the Non-Institutional Bidders, who are individuals, have to ensure that the Application
not less than 2 lots per application provided that the minimum application size shall be above ₹ 2,00,000 for being
considered for allocation in the Non-Institutional Portion.
Bidders are advised to ensure that any single Application from them does not exceed the investment limits or
maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in
this Prospectus.
The above information is given for the benefit of the Bidders. The Company and the Book Running Lead Manager is
not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after
the date of this Prospectus. Bidders are advised to make their independent investigations and ensure that the
number of Equity Shares applied for do not exceed the applicable limits under laws or regulations.
METHOD OF BIDDING PROCESS
Our Company in consultation with the BRLM will decide the Price Band and the minimum Bid lot size for the Issue and the
same shall be advertised in all editions all editions of Financial express (a widely circulated English National Daily
Newspaper), all editions of Jansatta (widely circulated Hindi national daily newspaper) Hindi, being the regional language
where our registered office is located) each with wide circulation at least two Working Days prior to the Bid / Issue Opening
Date. The BRLM and the SCSBs shall accept Bids from the Bidders during the Bid / Issue Period.
The Book Running Lead Manager and the SCSBs shall accept Bids from the Bidders during the Bid / Issue Period.
a) The Bid / Issue Period shall be for a minimum of three Working Days and shall not exceed 10 Working Days. The Bid /
Issue Period maybe extended, if required, by an additional three Working Days, subject to the total Bid / Issue Period not
exceeding 10 Working Days. Any revision in the Price Band and the revised Bid / Issue Period, if applicable, will be
published in English national newspaper, all editions of Hindi national newspaper and Regional newspaper where our
registered office is located, each with wide circulation and also by indicating the change on the websites of the Book Running
Lead Manager.
b) During the Bid / Issue Period, Individual Bidders, who applies for minimum application size, should approach the Book
Running Lead Manager or their authorized agents to register their Bids. The Book Running Lead Manager shall accept
Bids from Anchor Investors and ASBA Bidders in Specified Cities and it shall have the right to vet the Bids during the Bid
/ Issue Period in accordance with the terms of the Prospectus. ASBA Bidders should approach the Designated Branches or
the Book Running Lead Manager (for the Bids to be submitted in the Specified Cities) to register their Bids.
294c) Each Bid cum Application Form will give the Bidder the choice to Bid for up to three optional prices (for details refer to
the paragraph titled “Bids at Different Price Levels and Revision of Bids” below) within the Price Band and specify the
demand (i.e., the number of Equity Shares Bid for) in each option. The price and demand options submitted by the Bidder
in the Bid cum Application Form will be treated as optional demands from the Bidder and will not be cumulated. After
determination of the Issue Price, the maximum number of Equity Shares Bid for by a Bidder / Applicant at or above the
Issue Price will be considered for allocation / Allotment and the rest of the Bid(s), irrespective of the Bid Amount, will
become automatically invalid.
d) The Bidder / Applicant cannot Bid through another Bid cum Application Form after Bids through one Bid cum Application
Form have been submitted to a Book Running Lead Manager or the SCSBs. Submission of a second Bid cum Application
Form to either the same or to another Book Running Lead Manager or SCSB will be treated as multiple Bid and is liable to
be rejected either before entering the Bid into the electronic bidding system, or at any point of time prior to the allocation
or Allotment of Equity Shares in this Issue. However, the Bidder can revise the Bid through the Revision Form, the
procedure for which is detailed under the paragraph “Build-up of the Book and Revision of Bids”.
e) Except in relation to the Bids received from the Anchor Investors, the Book Running Lead Manager / the SCSBs will enter
each Bid option into the electronic bidding system as a separate Bid and generate a Transaction Registration Slip, (“TRS”),
for each price and demand option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRSs for each
Bid cum Application Form.
f) The Book Running Lead Manager shall accept the Bids from the Anchor Investors during the Anchor Investor Bid
/ Issue Period i.e., one working day prior to the Bid / Issue Opening Date. Bids by QIBs under the Anchor Investor Portion
and the QIB Portion shall not be considered as multiple Bids.
g) Along with the Bid cum Application Form, Anchor Investors will make payment in the manner described in “Escrow
Mechanism - Terms of payment and payment into the Escrow Accounts” in the section “Issue Procedure” beginning on
page 285.
h) Upon receipt of the Bid cum Application Form, submitted whether in physical or electronic mode, the Designated Branch
of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as mentioned in
the Bid cum Application Form, prior to uploading such Bids with the Stock Exchange.
i) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such Bids and
shall not upload such Bids with the Stock Exchange.
j) If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid Amount
mentioned in the Bid cum Application Form and will enter each Bid option into the electronic bidding system as a separate
Bid and generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Bidder on request.
k) The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalisation of the Basis of Allotment and
consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Issue Account, or until withdrawal
/ failure of the Issue or until withdrawal / rejection of the Bid cum Application Form, as the case may be. Once the Basis of
Allotment is finalized, the Registrar to the Issue shall send an appropriate request to the SCSB for unblocking the relevant
ASBA Accounts and for transferring the amount allocable to the successful Bidders to the Public Issue Account. In case of
withdrawal / failure of the Issue, the blocked amount shall be unblocked on receipt of such information from the Registrar
to the Issue.
BIDS AT DIFFERENT PRICE LEVELS AND REVISION OF BIDS
a) Our Company in consultation with the Book Running Lead Manager, and without the prior approval of, or intimation, to
the Bidders, reserves the right to revise the Price Band during the Bid / Issue Period, in accordance with the SEBI ICDR
Regulations, provided that (i) the Cap Price shall be less than or equal to 120% of the Floor Price, (ii) the Cap Price will
be at least 105% of the Floor Price, and (iii) the Floor Price shall not be less than the face value of the Equity Shares. The
revision in Price Band shall not exceed 20% on the either side i.e., the floor price can move up or down to the extent of
20% of the floor price disclosed. If the revised price band decided, falls within two different price bands than the minimum
application lot size shall be decided based on the price band in which the higher price falls into.
b) Our Company in consultation with the Book Running Lead Manager, will finalize the Issue Price within the Price Band,
without the prior approval of, or intimation, to the Bidders.
c) The Bidders can Bid at any price within the Price Band. The Bidder has to Bid for the desired number of Equity Shares at
295a specific price. Individual Bidders, who applies for minimum application size, may Bid at the Cut-off Price. However,
bidding at the Cut-off Price is prohibited for QIB and Non-Institutional Bidders and such Bids from QIB and Non-
Institutional Bidders shall be rejected.
d) Individual Bidders, who applies for minimum application size, who Bid at Cut-off Price agree that they shall purchase the
Equity Shares at any price within the Price Band. Individual Bidders, who applies for minimum application size, shall
submit the Bid cum Application Form along with a cheque / demand draft for the Bid Amount based on the Cap Price with
the Syndicate. In case of ASBA Bidders (excluding Non-Institutional Bidders and QIB Bidders) bidding at Cut-off Price,
the ASBA Bidders shall instruct the SCSBs to block an amount based on the Cap Price.
e) The price of the specified securities Issued to an anchor investor shall not be lower than the price Issued to other applicants.
PARTICIPATION BY ASSOCIATES / AFFILIATES OF BOOK RUNNING LEAD MANAGER AND THE
SYNDICATE MEMBERS
The Book Running Lead Manager and the Syndicate Members, if any, shall not be allowed to purchase in this Issue in any
manner, except towards fulfilling their underwriting obligations. However, the associates and affiliates of the Book
Running Lead Manager and the Syndicate Members, if any, may subscribe the Equity Shares in the Issue, either in the QIB
Category or in the Non-Institutional Category as may be applicable to such Bidders, where the allocation is on a
proportionate basis and such subscription may be on their own account or on behalf of their clients.
Neither the Book Running Lead Manager nor any persons related to the Book Running Lead Manager (other than Mutual
Funds sponsored by entities related to the Book Running Lead Manager), Promoters and Promoter Group can apply in the
Issue under the Anchor Investor Portion.
AVAILABILITY OF PROSPECTUS AND APPLICATION FORMS
The Memorandum containing the salient features of the Prospectus together with the Application Forms and copies of the
Prospectus may be obtained from the Registered Office/Corporate Office of our Company, BRLMs to the issue and the
Registrar to the issue as mentioned in the Application Form. The application forms may also be downloaded from the
website of National Stock Exchange of India Limited (“NSE EMERGE”) i.e. www.nseindia.com . Applicants shall only
use the specified Application Form for the purpose of making an Application in terms of the Prospectus. All the applicants
shall have to apply only through the ASBA process. ASBA Applicants shall submit an Application Form either in physical
or electronic form to the SCSB’s authorizing blocking of funds that are available in the bank account specified in the
Applicants shall only use the specified Application Form for the purpose of making an Application in terms of the
Prospectus. The Application Form shall contain space for Indicating number of specified securities subscribed for in Demat
form.
OPTION TO SUBSCRIBE IN THE ISSUE
a) As per Section 29(1) of the Companies Act 2013, allotment of Equity Shares shall be made in dematerialized form only.
Investors will not have the option of getting allotment of specified securities in physical form.
b) The Equity Shares, on allotment, shall be traded on the Stock Exchange in Demat segment only.
c) A single application from any investor shall not exceed the investment limit / minimum number of Equity Shares that can be
held by him / her / it under the relevant regulations / statutory guidelines and applicable law
.
INFORMATION FOR THE BIDDERS
1. Our Company and the Book Running Lead Manager shall declare the Issue Opening Date and Issue Closing Date in the
Prospectus to be registered with the Registrar of Companies and also publish the same in two national newspapers (one
each in English and Hindi) and in a regional newspaper with wide circulation. This advertisement shall be in prescribed
format.
2. Our Company filed the Red Herring Prospectus with the Registrar of Companies at least 3 (three) days before the Issue
Opening Date.
3. Copies of the Bid Cum Application Form along with Abridge Prospectus and copies of the Red Herring Prospectus will be
available with the, the Book Running Lead Manager, the Registrar to the Issue, and at the Registered Office of our Company.
296Electronic Bid Cum Application Forms will also be available on the websites of the Stock Exchange.
4. Any Bidder who would like to obtain the Red Herring Prospectus and / or the Bid Cum Application Form can obtain the
same from our Registered Office.
5. Bidders who are interested in subscribing for the Equity Shares should approach Designated Intermediaries to register their
applications.
6. Bid Cum Application Forms submitted directly to the SCSBs should bear the stamp of the SCSBs and / or the Designated
Branch, or the respective Designated Intermediaries. Bid Cum Application Form submitted by Applicants whose beneficiary
account is inactive shall be rejected.
7. The Bid Cum Application Form can be submitted either in physical or electronic mode, to the SCSBs with whom the ASBA
Account is maintained, or other Designated Intermediaries (Other than SCSBs). SCSBs may provide the electronic mode
of collecting either through an internet enabled collecting and banking facility or such other secured, electronically enabled
mechanism for applying and blocking funds in the ASBA Account. The Individual Applicants has to apply only through
UPI Channel, they have to provide the UPI ID and validate the blocking of the funds and such Bid Cum Application Forms
that do not contain such details are liable to be rejected.
8. Bidders applying directly through the SCSBs should ensure that the Bid Cum Application Form is submitted to a
Designated Branch of SCSB, where the ASBA Account is maintained. Applications submitted directly to the SCSB’s or other
Designated Intermediaries (Other than SCSBs), the relevant SCSB, shall block an amount in the ASBA Account equal to
the Application Amount specified in the Bid Cum Application Form, before entering the ASBA application into the
electronic system.
9. Except for applications by or on behalf of the Central or State Government and the Officials appointed by the courts and by
investors residing in the State of Sikkim, the Bidders, or in the case of application in joint names, the first Bidder (the first
name under which the beneficiary account is held), should mention his / her PAN allotted under the Income Tax Act. In
accordance with the SEBI Regulations, the PAN would be the sole identification number for participating transacting in the
securities market, irrespective of the amount of transaction. Any Bid Cum Application Form without PAN is liable to be
rejected. The demat accounts of Bidders for whom PAN details have not been verified, excluding person resident in the
State of Sikkim or persons who may be exempted from specifying their PAN for transacting in the securities market, shall
be “suspended for credit” and no credit of Equity Shares pursuant to the Issue will be made into the accounts of such
Bidders.
10. The Bidders may note that in case the PAN, the DP ID and Client ID mentioned in the Bid Cum Application Form and
entered into the electronic collecting system of the Stock Exchange Designated Intermediaries do not match with PAN, the
DP ID and Client ID available in the Depository database, the Bid Cum Application Form is liable to be rejected.
BIDS BY ANCHOR INVESTORS
Our Company in consultation with the Book Running Lead Manager, may consider participation by Anchor Investors in the
Issue for up to 60% of the QIB Portion in accordance with the SEBI Regulations. Only QIBs as defined in Regulation 2(1)
(ss) of the SEBI Regulations and not otherwise excluded pursuant to Schedule XIII of the SEBI Regulations are eligible to
invest. The QIB Portion will be reduced in proportion to allocation under the Anchor Investor Portion. In the event of
undersubscription in the Anchor Investor Portion, the balance Equity Shares will be added to the QIB Portion.
In accordance with the SEBI Regulations, the key terms for participation in the Anchor Investor Portion are provided below:
1. Anchor Investor Bid cum Application Forms will be made available for the Anchor Investors at the offices of the Book
Running Lead Manager.
2. The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount is at least 200.00 lakhs. A Bid
cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual schemes of a
Mutual Fund will be aggregated to determine the minimum application size of 200.00 lakhs.
3. 33.33% shall be available for allocation to domestic Mutual Funds, and (ii) 6.67% for life insurance companies and pension
funds, subject to valid Bids being received at or above the Anchor Investor Allocation Price. In the event of under-
subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the QIB Portion.
2974. Bidding for Anchor Investors will open one Working Day before the Bid / Issue Opening Date and be completed on the
same day.
5. Our Company in consultation with the Book Running Lead Manager, will finalize allocation to the Anchor Investors on a
discretionary basis, provided that the minimum and maximum number of Allottees in the Anchor Investor Portion will be,
as mentioned below:
• where allocation in the Anchor Investor Portion is up to ₹ 200.00 Lakhs, maximum of 2 (two) Anchor Investors.
• where the allocation under the Anchor Investor Portion is more than ₹ 200.00 Lakhs but up to ₹ 2500.00 Lakhs, minimum
of 2 (two) and maximum of 15 (fifteen) Anchor Investors, subject to a minimum Allotment of 100.00 Lakhs per Anchor
Investor; and
• where the allocation under the Anchor Investor portion is more than 2500.00 Lakhs:(i) minimum of 5 (five) and maximum
of 15 (fifteen) Anchor Investors for allocation up to 2500.00 Lakhs; and (ii) an additional 10 Anchor Investors for every
additional allocation of 2500.00 Lakhs or part thereof in the Anchor Investor Portion; subject to a minimum Allotment of
100.00 Lakhs per Anchor Investor.
6. Allocation to Anchor Investors will be completed on the Anchor Investor Bid / Issue Period. The number of Equity Shares
allocated to Anchor Investors and the price at which the allocation is made will be made available in the public domain by
the Book Running Lead Manager before the Bid / Issue Opening Date, through intimation to the Stock Exchange.
7. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
8. If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference between
the Issue Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors within 2 (two) Working
Days from the Bid / Issue Closing Date. If the Issue Price is lower than the Anchor Investor Allocation Price, Allotment to
successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Issue Price.
9. At the end of each day of the bidding period, the demand including allocation made to anchor investors, shall be shown
graphically on the bidding terminals of syndicate members and website of stock exchange Offering electronically linked
transparent bidding facility, for information of public.
10. 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 90
days from the date of Allotment, while the remaining 50% of the Equity Shares Allotted to Anchor Investors in the Anchor
Investor Portion shall be locked in for a period of 30 days from the date of Allotment.
11. The Book Running Lead Manager, our Promoters, Promoter Group, or any person related to them (except for Mutual
Funds sponsored by entities related to the Book Running Lead Manager) will not participate in the Anchor Investor Portion.
The parameters for selection of Anchor Investors will be clearly identified by the Book Running Lead Manager and made
available as part of the records of the Book Running Lead Manager for inspection by SEBI.
12. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids.
13. Anchor Investors are not permitted to Bid in the Issue through the ASBA process.
BIDS BY ELIGIBLE NRI’S
Eligible NRIs may obtain copies of the Application Form from the Designated Intermediaries. Only Applications
accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment.
Eligible NRI Applicant applying on a repatriation basis by using the Non-Resident Form should authorize their SCSB or
should confirm/accept the UPI Mandate Request (in case of Individual Investors using the UPI Mechanism) to block their
Non-Resident External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) ASBA Accounts, and Eligible
NRI Applicant applying on a non-repatriation basis by using Resident Forms should authorize their SCSB or should
confirm/accept the UPI Mandate Request (in case of Individual Investors applying using the UPI Mechanism) to block
their Non-Resident Ordinary (“NRO”) accounts for the full Application Amount, at the time of the submission of the
Application Form. However, NRIs applying in the issue through the UPI Mechanism are advised to enquire with the
relevant bank where their account is UPI linked prior to submitting their application.
298In case of Eligible NRIs bidding under the Individual Investor Category through the UPI mechanism, depending on the
nature of the investment whether repatriable or non-repatriable, the Eligible NRI may mention the appropriate UPI ID in
respect of the NRE account or the NRO account, in the Application Form.
Participation of Eligible NRIs in the Issue shall be subject to the Foreign Exchange Management Act (“FEMA”) Non- debt
Instrument Rules. Only bids accompanied by payment in Indian rupees or fully convertible foreign exchange shall be
considered for allotment. Companies are required to file the declaration in the prescribed form to the concerned Regional
Office of RBI within 30 (thirty) days from the date of Issue of shares of allotment to NRIs on repatriation basis. Allotment
of Equity Shares to non-residents Indians shall be subject to the prevailing Reserve Bank of India guidelines. Sale proceeds
of such investments in quity Shares will be allowed to be repatriated along with an income thereon subject to permission of
the RBI and subject to the Indian Tax Laws and Regulations and any other applicable laws.
Eligible NRIs are permitted to apply in the Issue through Channel I or Channel II (as specified in the SEBI UPI Circulars).
Further, subject to applicable law, Eligible NRIs could use Channel IV (as specified in the SEBI UPI Circulars) to apply in
the Issue, provided the UPI facility is enabled for their NRE/NRO accounts. In accordance with the FEMA Non-Debt
Instruments Rules, the total holding by any individual NRI, on a repatriation basis, could not exceed 5% of the total paid-
up Equity Share capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each series of debentures or
preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and Overseas Citizen
of India (“OCI”) put together could not exceed 10% of the total paid-up Equity Share capital on a fully diluted basis or
could not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrant.
Eligible NRIs bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents (white in
colour). Eligible NRIs bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-
Residents (blue in colour).
For further details, see “Restrictions on Foreign Ownership of Indian Securities” on page 323.
PARTICIPATION BY ASSOCIATES/AFFILIATES OF BOOK RUNNING LEAD MANAGERS
PROMOTERS, PROMOTERS GROUP AND PERSONS RELATED TO PROMOTER/PROMOTERS GROUP
The Book Running Lead Manager shall not be allowed to purchase Equity Shares in this issue in any manner, except
towards fulfilling their underwriting obligations. However, associates and affiliates of the Book Running Lead Manager
may subscribe to or purchase Equity Shares in the issue, either in the QIB Portion or in Non-Institutional Portion as may
be applicable to such Applicants. Applying and subscription may be on their own account or on behalf of their clients. All
categories of investors, including associates or affiliates of Book Running Lead Manager, shall be treated equally for the
purpose of allocation to be made on a proportionate basis.
The Book Running Lead Manager or any associates of the Book Running Lead Manager, except Mutual Funds sponsored
by entities which are associates of the Book Running Lead Manager or insurance companies promoted by entities which
are associate of Book Running Lead Manager or AIFs sponsored by the entities which are associate of the Book Running
Lead Manager or FPIs (other than individuals, corporate bodies and family offices), sponsored by the entities which are
associates of the Book Running Lead Manager, pension funds sponsored by entities which are associate of the BRLMs, shall
apply in the Issue under the Anchor Investor Portion.
Our Promoters and the members of our Promoter Group will not participate in the Issue. Further, persons related to our
Promoters and Promoter Group shall not apply in the Issue under the Anchor Investor Portion.
For the purposes of this section, a QIB who has any of the following rights shall be deemed to be a “person related to the
Promoters and members of the Promoter Group”: (a) rights under a shareholders’ agreement or voting agreement entered
into with the Promoters and members of the Promoter Group; (b) veto rights; or (c) right to appoint any nominee director
on our Board.
Further, an Anchor Investor shall be deemed to be an “associate of the BRLMs” if: (i) either of them controls, directly or
indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (ii) either of
them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (iii) there is
a common director, excluding nominee director, amongst the Anchor Investors and the BRLMs.
BIDS BY FPI INCLUDING FII’S
In terms of the SEBI FPI Regulations, any qualified foreign investor or FII who holds a valid certificate of registration
299from SEBI shall be deemed to be an FPI until the expiry of the block of three years for which fees have been paid as per
the SEBI FII Regulations. An FII or a sub-account may participate in this Issue, in accordance with Schedule 2 of the
FEMA Regulations, until the expiry of its registration with SEBI as an FII or a sub-account. An FII shall not be eligible to
invest as an FII after registering as an FPI under the SEBI FPI Regulations.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued by the designated depository
participant under the FPI Regulations is required to be attached to the Bid cum Application Form, failing which our
Company reserves the right to reject any Bid without assigning any reason. An FII or subaccount may, subject to payment of
conversion fees under the SEBI FPI Regulations, participate in the Issue, until the expiry of its registration as a FII or sub-
account, or until it obtains a certificate of registration as FPI, whichever is earlier. Further, in case of Bids made by SEBI-
registered FIIs or sub-accounts, which are not registered as FPIs, a certified copy of the certificate of registration as an FII
issued by SEBI is required to be attached to the Bid cum Application Form, failing which our Company reserves the right to
reject any Bid without assigning any reason.
In terms of the SEBI FPI Regulations, the Issue of Equity Shares to a single FPI or an investor group (which means the
same set of ultimate beneficial owner(s) investing through multiple entities) must be below 10% of our post- Issue Equity
Share capital. Further, in terms of the FEMA Regulations, the total holding by each FPI shall be below 10% of the total
paid-up Equity Share capital of our Company and the total holdings of all FPIs put together shall not exceed 24% of the
paid-up Equity Share capital of our Company. The aggregate limit of 24% may be increased up to the sectorial cap by way
of a resolution passed by the Board of Directors followed by a special resolution passed by the Shareholders of our
Company and subject to prior intimation to RBI. In terms of the FEMA Regulations, for calculating the aggregate holding of
FPIs in a company, holding of all registered FPIs as well as holding of FIIs (being deemed FPIs) shall be included. The
existing individual and aggregate investment limits an FII or sub account in our Company is 10% and 24% of the total
paid-up Equity Share capital of our Company, respectively.
Further, pursuant to the Master Directions on Foreign Investment in India issued by the RBI dated January 4, 2018 (updated
as on March 8, 2019) the investments made by a SEBI registered FPI in a listed Indian company will be reclassified
as FDI if the total shareholding of such FPI increases to more than 10% of the total paid-up equity share capital on a fully
diluted basis or 10% or more of the paid up value of each series of debentures or preference shares or warrants.
FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be specified
by the Government from time to time. In case of Bids made by FPIs, a certified copy of the certificate of registration issued
under the SEBI FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company,
in consultation with the BRLMs reserves the right to reject any Bid without assigning any reason, subject to applicable
laws.
FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be specified by
the Government from time to time. In terms of the FEMA Non-debt Instruments Rules, for calculating the aggregate holding
of FPIs in a company, holding of all registered FPIs shall be required to be included. To ensure
compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed that at the time of
finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department of India
for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs who have invested in the
Issue to ensure there is no breach of the investment limit, within the timelines for Issue Procedure, as prescribed by SEBI
from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation
22 of the SEBI FPI Regulations, an FPI, other than Category III foreign portfolio and unregulated broad based funds, which
are classified as Category II foreign portfolio investor by virtue of their investment manager being appropriately regulated,
may Issue or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as any
instrument, by whatever name called, which is issued overseas by an FPI against securities held by it that are listed or
proposed to be listed on any recognized stock exchange in India, as its underlying) directly or indirectly, only in the event
(i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate regulatory authority;
and (ii) such offshore derivative instruments are issued after compliance with know your client norms. An FPI is also
required to ensure that no further issue or transfer of any offshore derivative instrument is made by or on behalf of it to any
persons that are not regulated by an appropriate foreign regulatory authority. Further, where an investor has investments as
FPI and also holds positions as an overseas direct investment subscriber, investment restrictions under the SEBI FPI
Regulations shall apply on the aggregate of FPI investments and overseas direct investment positions held in the underlying
Indian company.
FPIs who wish to participate in the Issue are advised to use the Bid cum Application Form for Non- Residents (blue in
300colour).
Bids received from FPIs bearing the same PAN shall be treated as multiple Bids and shall be liable to be rejected, except
for Bids from FPIs that utilize the multiple investment manager structure in accordance with SEBI master circular bearing
reference number SEBI/HO/AFD/AFD-PoD-2/P/CIR/2024/70 dated May 30, 2024, provided such Bids have been made
with different beneficiary account numbers, Client IDs and DP IDs.
Accordingly, it should be noted that multiple Bids received from FPIs, who shall not utilize the multiple investment
managers (“MIM”) Structure, and bear the same PAN, shall be liable to be rejected. In order to ensure valid Bids, FPIs
making multiple Bids using the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are
required to provide a confirmation in the Bid cum Application Forms that the relevant FPIs making multiple Bids utilize
the MIM Structure. In the absence of such confirmation from the relevant FPIs, such multiple Bids are required to be
rejected.
BIDS BY SEBI REGISTERED VCF’S, AIF’S AND FVCI’S
The SEBI FVCI Regulations, SEBI VCF Regulations and the SEBI AIF Regulations prescribe, inter alia, the investment
restrictions on the FVCIs, VCFs and AIFs registered with SEBI respectively. Further, VCFs and FVCIs can invest only up
to 33.33% of the investible funds by way of subscription to an initial public Offering.
The Category I AIF and Category II AIF cannot invest more than 25% of the investible funds in one Investee Company
directly or through investment in the units of other AIFs. A Category III AIF cannot invest more than 10% of the investible
funds in one Investee Company directly or through investment in the units of other AIFs. AIFs which are authorized under
the fund documents to invest in units of AIFs are prohibited from Offering their units for subscription to other AIFs. A
VCF registered as a Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its investible
funds by way of subscription to an initial public Offering of a venture capital undertaking. Additionally, a VCF that has not
re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI VCF Regulations (and
accordingly shall not be allowed to participate in the Issue) until the existing fund or scheme managed by the fund is
wound up and such funds shall not launch any new scheme after the notification of the SEBI AIF Regulations.
There is no reservation for Eligible NRIs, FPIs and FVCIs and all Bidders will be treated on the same basis with other
categories for the purpose of allocation.
Further, the shareholding of VCFs, category I AIFs or category II AIFs and FVCIs holding Equity Shares prior to Issue,
shall be locked-in for a period of at least one year from the date of purchase of such Equity Shares.
All non-resident investors should note that refunds, dividends and other distributions, if any, will be payable in Indian
Rupees only and net of bank charges and commission.
Our Company and the Book Running Lead Manager will not be responsible for loss, if any, incurred by the Bidder
on account of conversion of foreign currency.
BIDS BY HUFS
Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the Application is
being made in the name of the HUF in the Bid cum Application Form as follows: “Name of sole or first Applicant: XYZ
Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bid cum Applications by HUFs
may be considered at par with Bid cum Applications from individuals.
BIDS BY MUTUAL FUNDS
No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related instruments of
any single company provided that the limit of 10% shall not be applicable for investments in index funds or sector or
industry specific funds. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share
capital carrying voting rights.
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the Bid
cum Application Form. Failing this, our Company and reserves the right to accept or reject any Bid cum Application in
whole or in part, in either case, without assigning any reason thereof.
301In case of a mutual fund, a separate Bid cum Application can be made in respect of each scheme of the mutual fund
registered with SEBI and such Applications in respect of more than one scheme of the mutual fund will not be treated as
multiple applications provided that the Bids clearly indicate the scheme concerned for which the Bids has been made.
The Bids made by the asset management companies or custodians of Mutual Funds shall specifically state the names of the
concerned schemes for which the Applications are made.
BIDS BY SYSTEMATICALLY IMPORTANT NON-BANKING FINANCIAL COMPANIES
In case of Applications made by Systemically Important Non-Banking Financial Companies, a certified copy of the
certificate of registration issued by the RBI, a certified copy of its last audited financial statements and a Networth
certificate from its statutory auditor(s) and such other approval as may be required by the Systemically Important NBFCs
are required to be attached to the Bid cum Application Form.
Failing this, our Company reserve the right to reject any Application, without assigning any reason thereof. Systemically
Important Non-Banking Financial Companies participating in the Issue shall comply with all applicable legislations,
regulations, directions, guidelines and circulars issued by RBI from time to time.
The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
BIDS BY LIMITED LIABILITY PARTNERSHIPS
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a
certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to
the Bid cum Application Form. Failing this, our Company reserves the right to reject any bid without assigning any reason
thereof. Limited liability partnerships can participate in the Issue only through the ASBA process.
BIDS BY INSURANCE COMPANIES
In case of Bids made by insurance companies registered with the IRDA, a certified copy of certificate of registration issued
by IRDA must be attached to the Bid cum Application Form. Failing this, our Company reserves the right to reject any Bid
by Insurance Companies without assigning any reason thereof. The exposure norms for insurers, prescribed under the
Insurance Regulatory and Development Authority (Investment) Regulations, 2000, based on investments in equity shares
of the investee company, the entire group of the investee company and the industry sector in which the investee company
operates. Insurance companies participating in the Issue are advised to refer to the IRDAI Investment Regulations 2016, as
amended, are broadly set forth below:
• Equity shares of a company: the least of 10% of the investee company’s subscribed capital (face value) or 10% of the
respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;
• The entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or 15% of
investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all companies belonging to
the group, whichever is lower; and
• The industry sector in which the investee company belong to: not more than 15% of the fund of a life insurer or a general
insurer or a reinsurer or 15% of the investment asset, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of 10% of
the investment assets of a life insurer or general insurer and the amount calculated under (1), (2) and (3) above, as the case
may be.
*The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies
with investment assets of ₹25,000,000 lakhs or more and 12% of outstanding equity shares (face value) for insurers with
investment assets of ₹5,000,000 lakhs or more but less than ₹25,000,000 lakhs.
Insurance companies participating in this Issue shall comply with all applicable regulations, guidelines and circulars issued
by IRDAI from time to time.
302BIDS UNDER POWER OF ATTORNEY
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, FIIs,
Eligible FPI’s, Mutual Funds, insurance companies, Systemically Important NBFCs, , insurance funds set up by the army,
navy or air force of the Union of India, insurance funds set up by the Department of Posts, India, or the National Investment
Fund and provident funds with a minimum corpus of ₹ 2500 Lakhs (subject to applicable law) and pension funds with a
minimum corpus of ₹2500 Lakhs, a certified copy of the power of attorney or the relevant resolution or authority, as the
case may be, along with a certified copy of the memorandum of association and articles of association and / or bye laws
must be lodged along with the Bid cum Application Form. Failing this, our Company reserves the right to accept or reject
any Bid in whole or in part, in either case, without assigning any reasons thereof. In addition to the above, certain additional
documents are required to be submitted by the following entities:
a) With respect to Bids by FIIs and Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along
with the Bid cum Application Form. Failing this, our Company reserves the right to accept or reject any application, in
whole or in part, in either case without assigning any reasons thereof
b) With respect to Bids by insurance companies registered with the Insurance Regulatory and Development Authority, in
addition to the above, a certified copy of the certificate of registration issued by the Insurance Regulatory and Development
Authority must be lodged along with the Bid cum Application Form as applicable. Failing this, our Company reserves the
right to accept or reject any application, in whole or in part, in either case without assigning any reasons thereof.
c) With respect to Bids made by provident funds with a minimum corpus of ₹2500 Lakhs (subject to applicable law) and
pension funds with a minimum corpus of ₹2500 Lakhs, a certified copy of a certificate from a chartered accountant
certifying the corpus of the provident fund / pension fund must be lodged along with the Bid cum Application Form.
d) With respect to Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a
certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the
Bid cum Application Form.
e) Our Company in consultation with the Book Running Lead Manager in their absolute discretion, reserves the right to relax
the above condition of simultaneous lodging of the power of attorney along with the Bid cum Application form, subject to
such terms and conditions that our Company and the Book Running Lead Manager may deem fit.
Our Company, in its absolute discretion, reserves the right to permit the holder of the power of attorney to request the
Registrar to the issue that, for the purpose of mailing of the Allotment Advice / CANs / letters notifying the unblocking of
the bank accounts of ASBA applicants, the Demographic Details given on the Application Form should be used (and not
those obtained from the Depository of the application). In such cases, the Registrar to the issue shall use Demographic Details
as given on the Application Form instead of those obtained from the Depositories.
The above information is given for the benefit of the Bidders. Our Company, the Book Running Lead Manager and the
Syndicate Members are not liable for any amendments or modification or changes in applicable laws or regulations, which
may occur after the date of the Red Herring Prospectus. Bidders are advised to make their independent investigations and
Bidders are advised to ensure that any single Bid from them does not exceed the applicable investment limits or maximum
number of Equity Shares that can be held by them under applicable law or regulation or as specified in the Red Herring
Prospectus.
BIDS BY PROVIDENT FUNDS / PENSION FUNDS
In case of Bids made by provident funds with minimum corpus of ₹25.00 Crore (subject to applicable law) and pension
funds with minimum corpus of ₹25.00 Crore, a certified copy of certificate from a chartered accountant certifying the
corpus of the provident fund / pension fund must be lodged along with the Bid cum Application Form. Failing this, the
Company reserves the right to accept or reject any bid in whole or in part, in either case, without assigning any reason
thereof.
BIDS BY BANKING COMPANY
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued
by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum
Application Form, failing which our Company, reserves the right to reject any Bid by a banking company without assigning
any reason.
303The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949,
as amended (the “Banking Regulation Act”), and the Reserve Bank of India (Financial Services provided by Banks)
Directions, 2016, is 10% of the paid-up share capital of the investee company not being its subsidiary engaged in non-
financial services or 10% of the banks’ own paid-up share capital and reserves, whichever is lower. However, a banking
company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of such investee
company if (i) the investee company is engaged in non-financial activities permitted for banks in terms of Section 6(1) of the
Banking Regulation Act, or (ii) the additional acquisition is through restructuring of debt / corporate debt restructuring /
strategic debt restructuring, or to protect the banks’ interest on loans / investments made to a company. The bank is required
to submit a time bound action plan for disposal of such shares within a specified period to RBI. A banking company would
require a prior approval of RBI to make (i) investment in a subsidiary and a financial services company that is not a
subsidiary (with certain exception prescribed), and (ii) investment in a nonfinancial services company in excess of 10% of
such investee company’s paid-up share capital as stated in 5(a)(v)(c)(i) of the Reserve Bank of India (Financial Services
provided by Banks) Directions, 2016.
BIDS BY SCSB’S
SCSBs participating in the Issue are required to comply with the terms of the SEBI circulars dated September 13, 2012 and
January 2, 2013. Such SCSBs are required to ensure that for making Bid cum Applications on their own account using
ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs. Further, such account
shall be used solely for the purpose of making Bid cum application in public issues and clear demarcated funds should be
available in such account for such Bid cum applications.
ISSUANCE OF A CONFIRMATION NOTE (“CAN”) AND ALLOTMENT IN THE ISSUE
1. Upon approval of the basis of allotment by the Designated Stock Exchange, the Book Running Lead Manager or
Registrar to the Issue shall send to the SCSBs a list of their Bidders who have been allocated Equity Shares in the Issue.
2. The Registrar will then dispatch a CAN to their Bidders who have been allocated Equity Shares in the Issue. The
dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder.
ISSUE PROCEDURE FOR APPLICATION SUPPORTED BY BLOCKED ACCOUNT (ASBA) BIDDERS
In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, all the Bidders
have to compulsorily apply through the ASBA Process. Our Company and the Book Running Lead Manager are not liable
for any amendments, modifications, or changes in applicable laws or regulations, which may occur after the date of this
Red Herring Prospectus. ASBA Bidders are advised to make their independent investigations and to ensure that the ASBA
Bid Cum Application Form is correctly filled up, as described in this section.
The lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the ASBA Process
are provided on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes . For details on designated
branches of SCSB collecting the Bid Cum Application Form, please refer the above-mentioned SEBI link.
METHOD AND PROCESS OF APPLICATIONS
1. The Designated Intermediaries shall accept applications from the Applicants during the Issue Period.
2. The Issue Period shall be for a minimum of 3 (three) Working Days and shall not exceed 10 (ten) Working Days. The
issue Period may be extended, if required, by an additional three Working Days, subject to the total Issue period not
exceeding 10 (ten) Working Days.
3. During the Issue Period, Applicants who are interested in subscribing to the Equity Shares should approach the
Designated Intermediaries to register their applications.
4. The Applicant cannot apply on another Application Form after applications on one Application Form have been
submitted to the Designated Intermediaries. Submission of a second Application form to either the same or to another
Designated Intermediary will be treated as multiple applications and is liable to be rejected either before entering the
application into the electronic collecting system or at any point prior to the allocation or Allotment of Equity Shares in
this issue.
5. Designated Intermediaries accepting the application forms shall be responsible for uploading the application along with
other relevant details in application forms on the electronic bidding system of stock exchange and submitting the form to
304SCSBs for blocking of funds (except in case of SCSBs, where blocking of funds will be done by respective SCSBs only).
All applications shall be stamped and thereby acknowledged by the Designated Intermediaries at the time of receipt.
6. The Designated Intermediaries will enter each application option into the electronic collecting system as a separate
application and generate a TRS and give the same to the applicant.
7. Upon receipt of the Application Form, submitted whether in physical or electronic mode, the Designated Intermediary shall
verify if sufficient funds equal to the Application Amount are available in the ASBA Account, as mentioned in the
Application Form, prior to uploading such applications with the Stock Exchange.
8. If sufficient funds are not available in the ASBA Account, the Designated Intermediary shall reject such applications and
shall not upload such applications with the Stock Exchange.
9. If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Application
Amount mentioned in the Application Form and will enter each application option into the electronic collecting system
as a separate application and generate a TRS for each price and demand option. The TRS shall be furnished to the
Applicant on request. The registration of the Application by the Designated Intermediary does not guarantee that the
Equity Shares shall be allocated/ allotted. Such Acknowledgement will be non-negotiable and by itself will not create
any obligation of any kind. When an Applicant revises his or her Application (in case of revision in the Price), he /she
shall surrender the earlier Acknowledgement Slip and may request for a revised TRS from the relevant Designated
Intermediary as proof of his or her having revised the previous Application.
10. The Application Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of Allotment
and consequent transfer of the Application Amount against the Allotted Equity Shares to the Public Issue Account, or
until withdrawal/ failure of the issue or until withdrawal/ rejection of the Application Form, as the case may be. Once the
Basis of Allotment if finalized, the Registrar to the issue shall send an appropriate request to the Controlling Branch of
the SCSB for unblocking the relevant ASBA Accounts and for transferring the amount allocable to the successful
Applicants to the Public Issue account. In case of withdrawal/ failure of the issue, the blocked amount shall be unblocked
on receipt of such information from the Registrar to the issue.
TERMS OF PAYMENT
The entire Issue price of ₹ 57 per share is payable on application. In case of allotment of lesser number of Equity Shares
than the number applied, the Registrar shall instruct the SCSBs to unblock the excess amount paid on Application to the
Bidders.
SCSBs will transfer the amount as per the instruction of the Registrar to the Public Issue Account, the balance amount after
transfer will be unblocked by the SCSBs.
The Bidders should note that the arrangement with Bankers to the Issue or the Registrar is not prescribed by SEBI and has
been established as an arrangement between our Company, Banker to the Issue and the Registrar to the Issue to facilitate
collections from the Bidders.
PAYMENT MECHANISM
The Bidders shall specify the bank account number in their Bid Cum Application Form and the SCSBs shall block an
amount equivalent to the Application Amount in the bank account specified in the Bid Cum Application Form. The SCSB
shall keep the Application Amount in the relevant bank account blocked until withdrawal / rejection of the Application or
receipt of instructions from the Registrar to unblock the Application Amount. However, Non-Individual Bidders shall
neither withdraw nor lower the size of their applications at any stage. In the event of withdrawal or rejection of the Bid
Cum Application Form or for unsuccessful Bid Cum Application Forms, the Registrar to the Issue shall give instructions to
the SCSBs to unblock the application money in the relevant bank account within one day of receipt of such instruction. The
Application Amount shall remain blocked in the ASBA Account until finalization of the Basis of Allotment in the Issue
and consequent transfer of the Application Amount to the Public Issue Account, or until withdrawal / failure of the Issue or
until rejection of the Application by the ASBA Bidder, as the case may be.
Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a public Issue shall use only
Application Supported by Blocked Amount (ASBA) process for application providing details of the bank account which will
be blocked by the Self-Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Individual Investors applying in public Issue have to use
305UPI as a payment mechanism with Application Supported by Blocked Amount for making application.
PAYMENT INTO ESCROW ACCOUNT FOR ANCHOR INVESTORS
All the investors other than Anchor Investors are required to bid through ASBA Mode. Anchor Investors are requested to
note the following:
Our Company in consultation with the BRLMs, in its absolute discretion, will decide the list of Anchor Investors to whom
the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names will be
notified to such Anchor Investors. Anchor Investors are not permitted to Bid on the Issue through the ASBA process.
Instead, Anchor Investors are required to transfer the Bid Amount (through direct credit, real-time gross settlement
(“RTGS”), national automated clearing house (“NACH”) or national electronic fund transfer (“NEFT”) to the Escrow
Account(s). For Anchor Investors, the payment instruments for payment into the Escrow Account should be drawn in favor
of:
a) In case of resident Anchor Investors: ― “ARMOUR SECURITY (INDIA). LTD ANCHOR R AC ”
b) In case of Non-Resident Anchor Investors: ― “ARMOUR SECURITY (INDIA). LTD ANCHOR NR AC ”
Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement
between our Company, the Syndicate, the Escrow Collection Bank and the Registrar to the Issue to facilitate collections of
Bid Amounts from the Anchor Investors.
ELECTRONIC REGISTRATION OF APPLICATIONS
1. The Designated Intermediaries will register the applications using the on-line facilities of the Stock Exchange.
2. The Designated Intermediaries will undertake modification of selected fields in the application details already
uploaded before 1.00 p.m. of next Working Day from the Issue Closing Date.
3. The Designated Intermediaries shall be responsible for any acts, mistakes or errors or omissions and commissions in
relation to,
a) the applications accepted by them,
b) the applications uploaded by them
c) the applications accepted but not uploaded by them or
d) With respect to applications by Bidders, applications accepted and uploaded by any Designated Intermediary other
than SCSBs, the Bid Cum Application Form along with relevant schedules shall be sent to the SCSBs or the
Designated Branch of the relevant SCSBs for blocking of funds and they will be responsible for blocking the
necessary amounts in the ASBA Accounts. In case of Application accepted and uploaded by SCSBs, the SCSBs or
the Designated Branch of the relevant SCSBs will be responsible for blocking the necessary amounts in the ASBA
Accounts.
4. Neither the Book Running Lead Manager nor our Company nor the nor the Registrar to the Issue, shall be responsible
for any acts, mistakes or errors or omission and commissions in relation to;
(i) The applications accepted by any Designated Intermediaries
(ii) The applications uploaded by any Designated Intermediaries or
(iii) The applications accepted but not uploaded by any Designated Intermediaries
5. The Stock Exchange will Issue an electronic facility for registering applications for the Issue. This facility will be
available at the terminals of Designated Intermediaries and their authorized agents during the Issue Period. The
Designated Branches or agents of Designated Intermediaries can also set up facilities for off-line electronic registration
of applications subject to the condition that they will subsequently upload the off-line data file into the online facilities
on a regular basis. On the Issue Closing Date, the Designated Intermediaries shall upload the applications till such time
306as may be permitted by the Stock Exchange. This information will be available with the Book Running Lead Manager
on a regular basis.
6. With respect to applications by Bidders, at the time of registering such applications, the Syndicate Bankers, DPs and
RTAs shall forward a Schedule as per format given below along with the Bid Cum Application Forms to Designated
Branches of the SCSBs for blocking of funds:
Sr. No. Details*
1. Symbol
2. Intermediary Code
3. Location Code
4. Application No.
5. Category
6. PAN
7. DP ID
8. Client ID
9. Quantity
10. Amount
*Stock Exchanges shall uniformly prescribe character length for each of the above-mentioned fields.
7. With respect to applications by Bidders, at the time of registering such applications, the Designated Intermediaries shall
enter the following information pertaining to the Bidders into in the on-line system:
• Name of the Bidder;
• IPO Name:
• Bid Cum Application Form Number;
• Investor Category PAN (of First Bidder, if more than one Bidder);
• DP ID of the demat account of the Bidder;
• Client Identification Number of the demat account of the Bidder;
• Number of Equity Shares Applied for;
• Bank Account details;
• Locations of the Banker to the Issue or Designated Branch, as applicable, and bank code of the SCSB branch where the
ASBA Account is maintained; and
• Bank account number.
8. In case of submission of the Application by a Bidder through the Electronic Mode, the Bidder shall complete the above-
mentioned details and mention the bank account number, except the Electronic ASBA Bid Cum Application Form number
which shall be system generated.
9. The aforesaid Designated Intermediaries shall, at the time of receipt of application, give an acknowledgment to the investor,
by giving the counter foil or specifying the application number to the investor, as a proof of having accepted the Bid Cum
Application Form in physical as well as electronic mode. The registration of the Application by the Designated
Intermediaries does not guarantee that the Equity Shares shall be allocated / allotted either by our Company.
10. Such acknowledgment will be non-negotiable and by itself will not create any obligation of any kind.
11. In case of Non-Individual Bidders and Individual Bidders, who applies for minimum application size, applications would
not be rejected except on the technical grounds as mentioned in the Red Herring Prospectus. The Designated Intermediaries
shall have no right to reject applications, except on technical grounds.
12. The permission given by the Stock Exchanges to use their network and software of the Online IPO system should not in
any way be deemed or construed to mean that the compliance with various statutory and other requirements by our
Company and / or the Book Running Lead Manager is cleared or approved by the Stock Exchanges; nor does it in any
manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other
requirements nor does it take any responsibility for the financial or other soundness of our company; our Promoters, our
management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness
or completeness of any of the contents of this Prospectus, nor does it warrant that the Equity Shares will be listed or will
continue to be listed on the Stock Exchanges.
13. The Designated Intermediaries will be given time till 1.00 p.m. on the next working day after the Bid / Issue Closing Date
307to verify the DP ID and Client ID uploaded in the online IPO system during the Issue Period, after which the Registrar to
the Issue will receive this data from the Stock Exchange and will validate the electronic application details with
Depository’s records. In case no corresponding record is available with Depositories, which matches the three parameters,
namely DP ID, Client ID and PAN, then such applications are liable to be rejected.
14. The SCSBs shall be given one day after the Bid / Issue Closing Date to send confirmation of Funds blocked (Final
certificate) to the Registrar to the Issue.
15. The details uploaded in the online IPO system shall be considered as final and Allotment will be based on such details for
applications.
BUILD OF THE BOOK
a) Bids received from various Bidders through the Designated Intermediaries may be electronically uploaded on the
Bidding Platform of the Stock Exchange on a regular basis. The book gets built up at various price levels. This
information may be available with the Book Running Lead Manager at the end of the Bid / Issue Period.
b) Based on the aggregate demand and price for Bids registered on the Stock Exchange Platform, a graphical
representation of consolidated demand and price as available on the websites of the Stock Exchange may be made
available at the Bidding centres during the Bid / Issue Period.
WITHDRAWAL OF BIDS
a) RIIs can withdraw their Bids until Bid / Issue Closing Date. In case a RII wishes to withdraw the Bid during the Bid
/ Issue Period, the same can be done by submitting a request for the same to the concerned Designated Intermediary
who shall do the requisite, including unblocking of the funds by the SCSB in the ASBA Account.
b) The Registrar to the Issue shall give instruction to the SCSB for unblocking the ASBA Account on the Designated
Date. QIBs and NIIs can neither withdraw nor lower the size of their Bids at any stage.
PRICE DISCOVERY AND ALLOCATION
a) Based on the demand generated at various price levels, our Company in consultation with the Book Running Lead
Manager, shall finalise the Issue Price and the Anchor Investor Issue Price.
b) The SEBI ICDR Regulations, 2018 specify the allocation or Allotment that may be made to various categories of
Bidders in an Issue depending on compliance with the eligibility conditions. Certain details pertaining to the percentage
of Issue size available for allocation to each category is disclosed overleaf of the Bid cum Application Form and in the
Prospectus. For details in relation to allocation, the Bidder may refer to the Prospectus.
c) Under-subscription in any category (except QIB Category) is allowed to be met with spill over from any other category
or combination of categories at the discretion of the Issuer and the in consultation with the Book Running Lead
Manager and the Designated Stock Exchange and in accordance with the SEBI ICDR Regulations. Unsubscribed
portion in QIB Category is not available for subscription to other categories.
d) In case of under subscription in the Issue, spill-over to the extent of such under-subscription may be permitted from
the Reserved Portion to the Issue. For allocation in the event of an undersubscription applicable to the Issuer, Bidders
may refer to the Prospectus.
e) In case if the Individual Investor category is entitled to more than the allocated portion on proportionate basis, the
category shall be allotted that higher percentage.
f) Allocation to Anchor Investors shall be at the discretion of our Company and in consultation with the Book Running
Lead Manager, subject to compliance with the SEBI Regulations.
Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is solely for
illustrative purposes and is not specific to the Issue; it also excludes Bidding by Anchor Investors. Bidders can bid at any
price within the Price Band. For instance, assume a Price Band of ₹20 to ₹24 per share, Issue size of 3,000 Equity Shares
and receipt of five Bids from Bidders, details of which are shown in the table below. The illustrative book given below
shows the demand for the Equity Shares of the Issuer at various prices and is collated from Bids received from various
investors.
308Bid Quantity Bid Amount (₹) Cumulative Quantity Subscription
500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Issue the
desired number of Equity Shares is the price at which the book cuts off, i.e., ₹22.00 in the above example. The Issuer, in
consultation with the Book Running Lead Manager, may finalise the Issue Price at or below such Cut-Off Price, i.e., at or
below ₹22.00. All Bids at or above this Issue Price and cut-off Bids are valid Bids and are considered for allocation in the
respective categories.
SIGNING OF UNDERWRITING AGREEMENT
Our company has entered into an Underwriting Agreement dated January 05, 2026 .
FILING OF RED HERRING PROSPECTUS / PROSPECTUS WITH REGISTRAR OF COMPANIES
A copy of Red Herring Prospectus will be registered with the Registrar of Companies and copy of Prospectus will be
registered with Registrar of Companies in terms of Section 26, 28 & 32 of Companies Act, 2013.
PRE-ISSUE ADVERTISEMENT AND PRICE BAND ADVERTISEMENT
Subject to Section 30 of the Companies Act 2013, our Company shall, after registering the Prospectus with the Registrar of
Companies, publish a pre-Issue advertisement and price band advertisement , in the form prescribed by the SEBI
Regulations, in English national newspaper of all editions of Financial express (a widely circulated English National Daily
Newspaper), all editions of Jansatta (widely circulated Hindi national daily newspaper) Hindi, being the regional language
where our registered office is located) each with wide circulation.
In the pre-Issue advertisement and price band advertisement, we shall state the Bid Opening Date and the Bid / Issue
Closing Date and the floor price or price band along with necessary details subject to regulation 250 of SEBI ICDR
Regulations. This advertisement, subject to the provisions of section 30 of the Companies Act, 2013, shall be in the format
prescribed in Part A of Schedule X of the SEBI Regulations.
ADVERTISEMENT REGARDING ISSUE PRICE AND PROSPECTUS
Our Company issued a statutory advertisement after the filing of the Red Herring Prospectus with the Registrar of
Companies. This advertisement, in addition to the information that has to be set out in the statutory advertisement, shall
indicate the final derived Issue Price. Any material updates between the date of the Red Herring Prospectus and the date of
Prospectus will be included in such statutory advertisement.
GENERAL INSTRUCTIONS
Please note that the NIIs are not permitted to withdraw their bids or lower the size of Bids in terms of quantity of Equity
Shares or Bid Amount) at any stage. Individual Investor can revise their Bids during the Bid / Issue period and withdraw
their Bids until Bid / Issue Closing date.
Anchor investors are not allowed to withdraw their Bids after Anchor Investors bidding date.
Do’s:
1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
3094. Ensure that the details about the PAN, DP ID, Client ID, UPI ID are correct, and the Bidders depository account is
active, as Allotment of the Equity Shares will be in the dematerialized form only;
5. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre;
6. If the first applicant is not the account holder, ensure that the Bid cum Application Form is signed by the account
holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application Form;
7. In case of Joint bids, ensure the first bidder is the ASBA Account holder (or the UPI linked bank account holder, as
the case may be) and the signature of the first bidder is included in the Bid cum Application Form;
8. QIBs, Non-Institutional Bidders and the Individual Investors should submit their Bids through the ASBA process only.
However, pursuant to SEBI circular dated November 01, 2018, RII may submit their bid by using UPI mechanism for
payment.
9. Ensure that the name(s) given in the Bid cum Application Form is / are exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should
contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account
held in joint names;
10. Ensure that you request for and receive a stamped acknowledgement of the Bid cum Application Form for all your Bid
options;
11. Ensure that you have funds equal to the Bid Amount in the Bank Account maintained with the SCSB before submitting
the Bid cum Application Form under the ASBA process or application forms submitted by RIIs using UPI mechanism
for payment, to the respective member of the Syndicate (in the Specified Locations), the SCSBs, the Registered Broker
(at the Broker Centers), the RTA (at the Designated RTA Locations) or CDP (at the Designated CDP Locations);
12. Submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed and obtain a
revised acknowledgment;
13. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in
terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the securities
market, and (ii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July 20, 2006,
may be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention their
PAN allotted under the IT Act. The exemption for the Central or the State Government and officials appointed by the
courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the
respective depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN
field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as
per the Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be
rejected;
14. Ensure that the Demographic Details are updated, true and correct in all respects;
15. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms;
16. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official
seal;
17. Ensure that the category and the investor status is indicated;
18. Ensure that in case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant documents
are submitted;
19. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and Indian
laws;
20. Bidders should note that in case the DP ID, Client ID and the PAN mentioned in their Bid cum Application Form and
310entered into the online IPO system of the Stock Exchange by the relevant Designated Intermediary, as the case may
be, do not match with the DP ID, Client ID and PAN available in the Depository database, then such Bids are liable to
be rejected. Where the Bid cum Application Form is submitted in joint names, ensure that the beneficiary account is
also held in the same joint names and such names are in the same sequence in which they appear in the Bid cum
Application Form;
21. Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as per the Bid cum
Application Form and the Red Herring Prospectus;
22. Ensure that you have mentioned the correct ASBA Account number or UPI ID in the Bid cum Application Form;
23. Ensure that you have mentioned the details of your own bank account for blocking of fund or your own bank account
linked UPI ID to make application in the Public Issue;
24. Ensure that on receipt of the mandate request from sponsor bank, you have taken necessary step in timely manner for
blocking of fund on your account through UPI ID using UPI application;
25. Ensure that you have correctly signed the authorization / undertaking box in the Bid cum Application Form, or have
otherwise provided an authorization to the SCSB via the electronic mode, for blocking funds in the ASBA Account
equivalent to the Bid Amount mentioned in the Bid cum Application Form at the time of submission of the Bid;
26. Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for the submission of your
Bid cum Application Form; and
27. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned
in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, is liable to be
rejected.
Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid / revise Bid Amount to less than the Floor Price or higher than the Cap Price;
3. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock invest;
4. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only.
5. Do not submit the Bid cum Application Forms to any non-SCSB bank or our Company;
6. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary;
7. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
8. Do not instruct your respective Banks to release the funds blocked in the ASBA Account under the ASBA process;
9. Do not Bid for lower than minimum Application size (for Applications by Individual Bidders, who applies for
minimum application size,);
10. Do not fill up the Bid cum Application Form such that the Equity Shares Application exceeds the Issue size and / or
investment limit or maximum number of the Equity Shares that can be held under the applicable laws or regulations or
maximum amount permissible under the applicable regulations or under the terms of the Red Herring Prospectus;
11. Do not submit the General Index Register number instead of the PAN;
12. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are blocked in the relevant
311ASBA Account;
13. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application
Forms in a colour prescribed for another category of Applicant;
14. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;
15. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid
depository accounts as per Demographic Details provided by the depository);
16. Do not submit a Bid by using details of the third party’s bank account or UPI ID which is linked with bank account of
the third party. Kindly note that Bids made using third party bank account or using third party linked bank account UPI
ID are liable for rejection.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
OTHER INSTRUCTIONS FOR THE BIDDERS’ JOINT BIDS
Joint Bids
In the case of Joint Bids, the Bids should be made in the name of the Bidders whose name appears first in the Depository
account. The name so entered should be the same as it appears in the Depository records. The signature of only such first
Bidders would be required in the Bid cum Application Form / Application Form and such first Bidder would be deemed to
have signed on behalf of the joint holders. All payments may be made out in favour of the Bidder whose name appears in
the Bid cum Application Form, or the Revision Form and all communications may be addressed to such Bidder and may
be dispatched to his or her address as per the Demographic Details received from the Depositories.
Multiple Bids
Bidder should submit only one Bid cum Application Form. Bidder shall have the option to make a maximum of Bids at
three different price levels in the Bid cum Application Form and such options are not considered as multiple Bids.
Submission of a second Bid cum Application Form to either the same or to another member of the Syndicate, SCSB or
Registered Broker and duplicate copies of Bid\ cum Application Forms bearing the same application number shall be
treated as multiple Bids and are liable to be rejected.
Investor Grievance
In case of any pre- Issue or post Issue related problems regarding demat credit / refund orders / unblocking etc. the Investors
can contact the Compliance Officer of our Company.
Nomination Facility to Bidders
Nomination facility is available in accordance with the provisions of Section 72 of the Companies Act, 2013. In case of
allotment of the Equity Shares in dematerialized form, there is no need to make a separate nomination as the nomination
registered with the Depository may prevail. For changing nominations, the Bidders should inform their respective DP.
Submission of Bids
a) During the Bid / Issue Period, Bidders may approach any of the Designated Intermediaries to register their Bids.
b) In case of Bidders (excluding NIIs and QIBs) Bidding at cut-off price, the Bidders may instruct the SCSBs to block
Bid Amount based on the Cap Price less Discount (if applicable).
c) For details of the timing on acceptance and upload of Bids in the Stock Exchange platform Bidders are requested to
refer to the Red Herring Prospectus.
GROUNDS OF TECHNICAL REJECTIONS
Bidders are advised to note that Bids are liable to be rejected inter alia on the following technical grounds:
312• Amount blocked does not tally with the amount payable for the Equity Shares applied for;
• In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no firm as
such shall be entitled to apply;
• Bid by persons not competent to contract under the Indian Contract Act, 1872 including minors, insane persons;
• PAN not mentioned in the Bid cum Application Form;
• Bids at a price less than the Floor Price and Bids at a price more than the Cap Price;
• GIR number furnished instead of PAN;
• Bid for lower number of Equity Shares than specified for that category of investors;
• Bids at Cut-off Price by NIIs and QIBs;
• Bids for number of Equity Shares which are not in multiples Equity Shares which are not in multiples as specified in
the Red Herring Prospectus;
• The amounts mentioned in the Bid cum Application Form / Application Form does not tally with the amount payable
for the value of the Equity Shares Bid / Applied for;
• Bids for lower number of Equity Shares than the minimum specified for that category of investors;
• Category not ticked;
• Multiple Bids as defined in the Red Herring Prospectus;
• In case of Bids under power of attorney or by limited companies, corporate, trust etc., where relevant documents are
not submitted;
• Bid accompanied by Stock invest / money order / postal order / cash / cheque / demand draft / pay order;
• Signature of sole Bidder is missing;
• Bid cum Application Forms not delivered by the Bidder within the time prescribed as per the Bid cum Application
Forms, Bid / Issue Opening Date advertisement and the Red Herring Prospectus and as per the instructions in the Red
Herring Prospectus and the Bid cum Application Forms;
• In case no corresponding record is available with the Depositories that matches three parameters namely, names of the
Bidders (including the order of names of joint holders), the Depository Participant ‘s identity (DP ID) and the
beneficiary ‘s account numbers.
• Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;
• Bid by OCBs;
• Bids by US persons other than in reliance on Regulation S or “qualified institutional buyers” as defined in Rule 144A
under the Securities Act.
• Inadequate funds in the bank account to block the Bid Amount specified in the Bid cum Application Form /
Application Form at the time of blocking such Bid Amount in the bank account;
• Bids not uploaded on the terminals of the Stock Exchanges.
• Where no confirmation is received from SCSB for blocking of funds;
313• Bids by SCSBs wherein a separate account in its own name held with any other SCSB is not mentioned as the ASBA
Account in the Bid cum Application Form / Application Form. Bids not duly signed by the sole / First Bidder;
• Bids by any persons outside India if not in compliance with applicable foreign and Indian laws;
• Bids that do not comply with the securities laws of their respective jurisdictions are liable to be rejected;
• Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any other
regulatory authority;
• Bids by persons who are not eligible to acquire Equity Shares of the Company in terms of all applicable laws, rules,
regulations, guidelines, and approvals; and
• Details of ASBA Account not provided in the Bid cum Application form.
For details of instructions in relation to the Bid cum Application Form, Bidders may refer to the relevant section the GID.
BIDDERS SHOULD NOTE THAT IN CASE THE PAN, THE DP ID AND CLIENT ID MENTIONED IN THE
BID CUM APPLICATION FORM AND ENTERED INTO THE ELECTRONIC APPLICATION SYSTEM OF
THE STOCK EXCHANGES BY THE BIDS COLLECTING INTERMEDIARIES DO NOT MATCH WITH PAN,
THE DP ID AND CLIENT ID AVAILABLE IN THE DEPOSITORY DATABASE, THE BID CUM
APPLICATION FORM IS LIABLE TO BE REJECTED.
BASIS OF ALLOCATION
• The SEBI (ICDR) Regulations specify the allocation or Allotment that may be made to various categories of Bidders in an
Issue depending on compliance with the eligibility conditions. Certain details pertaining to the percentage of Issue size
available for allocation to each category is disclosed overleaf of the Bid cum Application Form and in the Red Herring
Prospectus. For details in relation to allocation, the Bidder may refer to the Red Herring Prospectus.
• Under-subscription in any category (except QIB Category) is allowed to be met with spill over from any other category or
combination of categories at the discretion of the Issuer and in consultation with the Book Running Lead Manager and the
Designated Stock Exchange and in accordance with the SEBI (ICDR) Regulations, Unsubscribed portion in QIB Category
is not available for subscription to other categories.
• In case of under subscription in the Issue, spill-over to the extent of such under- subscription may be permitted from the
Reserved Portion to the Issue. For allocation in the event of an under-subscription applicable to the Issuer, Bidders may refer
to the Red Herring Prospectus.
ALLOTMENT PROCEDURE
As per Regulation 268(3) of SEBI ICDR (Regulations) 2018 as amended from time to time, the Allotment of Equity Shares
to Bidders other than Individual Investors who applies for minimum application size, non-institutional investors and Anchor
Investors may be on proportionate basis within the specified investor categories and the number of securities allotted shall
be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application size as
determined and disclosed in the Issue document.
Provided that the value of specified securities allotted to any person, except in case of employees, in pursuance of
reservation made under clause (a) of sub-regulation (1) or clause (a) of sub-regulation (2) of regulation 254, shall not exceed
two lakhs rupees.
As per Regulation 268(3A) of SEBI ICDR (Regulations) 2018 as amended from time to time, subject to the availability of
shares in non-institutional investors’ category, the allotment of specified securities to each non-institutional investor shall
not be less than the minimum application size in non-institutional investor category, and the remaining shares, if any, shall
be allotted on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of these
regulations. The Issuer is required to receive a minimum subscription of 90% of the Issue. However, in case the Issue is in
the nature of Offer for Sale only, then minimum subscription may not be applicable
As per Regulation 268(4) of SEBI ICDR (Regulations) 2018 as amended from time to time, the authorised employees of
the stock exchange, along with the lead manager(s) and registrars to the issue, shall ensure that the basis of allotment is
314finalised in a fair and proper manner in accordance with the allotment procedure as specified.
Flow of Events from the closure of bidding period (T DAY) Till Allotment:
1. On T Day, RTA to validate the electronic bid details with the depository records and also reconcile the final certificates
received from the Sponsor Bank for UPI process and the SCSBs for ASBA and Syndicate ASBA process with the
electronic bid details.
2. RTA identifies cases with mismatch of account number as per bid file / Final Certificate and as per applicant’s bank
account linked to depository demat account and seek clarification from SCSB to identify the applications with third
party account for rejection.
3. Third party confirmation of applications to be completed by SCSBs on T+1 day.
4. RTA prepares the list of final rejections and circulate the rejections list with Book Running Lead Manager (s)/
Company for their review/ comments.
5. Post rejection, the RTA submits the basis of allotment with the Designated Stock Exchange (DSE).
6. The Designated Stock Exchange (DSE), post verification approves the basis and generates drawal of lots wherever
applicable, through a random number generation software.
7. The RTA uploads the drawal numbers in their system and generates the final list of allotees as per process mentioned
below:
Process for generating list of allotees: -
a) Instruction is given by RTA in their Software System to reverse category wise all the application numbers in the
ascending order and generate the bucket /batch as per the allotment ratio. For example, if the application number is
78654321 then system reverses it to 12345687 and if the ratio of allottees to applicants in a category is 2:7 then the
system will create lots of 7. If the drawal of lots provided by Designated Stock Exchange (DSE) is 3 and 5 then the
system will pick every 3rd and 5th application in each of the lot of the category and these applications will be allotted
the shares in that category.
b) In categories where there is proportionate allotment, the Registrar will prepare the proportionate working based on the
oversubscription times.
c) In categories where there is undersubscription, the Registrar will do full allotment for all valid applications.
d) On the basis of the above, the RTA will work out the allotees, partial allotees and non- allottees, prepare the fund
transfer letters and advice the SCSBs to debit or unblock the respective accounts.
BASIS OF ALLOTMENT
Allotment will be made in consultation with the National Stock Exchange of India Limited. In the event of oversubscription,
the allotment will be made on a proportionate basis in marketable lots as set forth here:
1. The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate basis
i.e. the total number of Shares applied for in that category multiplied by the inverse of the over subscription ratio
(number of applicants in the category X number of Shares applied for).
2. The number of Shares to be allocated to the successful applicants will be arrived at on a proportionate basis in
marketable lots (i.e. Total number of Shares applied for into the inverse of the over subscription ratio).
a) For applications where the proportionate allotment works out to less than 2,000 equity shares the allotment will be
made as follows:
1. Each successful applicant shall be allotted 2,000 equity shares; and
2. The successful applicants out of the total applicants for that category shall be determined by the drawl of
lots in such a manner that the total number of Shares allotted in that category is equal to the number of
315Shares worked out as per (2) above.
b) If the proportionate allotment to an applicant works out to a number that is not a multiple of 2,000 equity shares, the
applicant would be allotted Shares by rounding off to the nearest multiple of 2,000 equity shares subject to a
minimum allotment of 2,000 equity shares.
c) If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the applicants in that
category, the balance available Shares for allocation shall be first adjusted against any category, where the allotted
Shares are not sufficient for proportionate allotment to the successful applicants in that category, the balance Shares,
if any, remaining after such adjustment will be added to the category comprising of applicants applying for the
minimum number of Shares. If as a result of the process of rounding off to the nearest multiple of 2,000 equity
shares, results in the actual allotment being higher than the shares Issued, the final allotment may be higher at the
sole discretion of the Board of Directors, up to 110% of the size of the Issue specified under the Capital Structure
mentioned in this Prospectus.
d) The above proportionate allotment of shares in an Issue that is oversubscribed shall be subject to the reservation for
small individual applicants as described below:
1. As the Individual Investor category is entitled to more than fifty percent on proportionate basis, the Individual
Investors shall be allocated that higher percentage.
2. The balance net Issue of shares to the public shall be made available for allotment to
a. Individual applicants other than individual investors and
b. Other investors, including Corporate Bodies/ Institutions irrespective of number of shares applied for.
3. The unsubscribed portion of the net Issue to any one of the categories specified in a) or b) shall/may be made
available for allocation to applicants in the other category, if so required.
Individual Investor’ means an investor who applies for shares of value of not less than ₹ 2,00,000.00. Investors may
note that in case of over subscription allotment shall be on proportionate basis and will be finalized in consultation
with National Stock Exchange of India Limited .
The Executive Director / Managing Director of Emerge Platform of National Stock Exchange of India Limited
(“NSE or NSE Emerge”)– the Designated Stock Exchange in addition to Book Running Lead Manager and Registrar
to the Public Issue shall be responsible to ensure that the basis of allotment is finalized in a fair and proper manner
in accordance with the SEBI (ICDR) Regulations.
a) For Individual Bidders
Bids received from the Individual Bidders, who applies for minimum application size, at or above the Issue Price
shall be grouped together to determine the total demand under this category. The Allotment to all the successful
Individual Bidders, who applies for minimum application size, will be made at the Issue Price.
The Issue size less Allotment to Non-Institutional and QIB Bidders shall be available fo Allotment to Individual
Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price. If the aggregate demand in
this category is less than or equal to 21,80,000 Equity Shares at or above the Issue Price, full Allotment shall be
made to the Individual Bidders, who applies for minimum application size, to the extent of their valid Bids.
If the aggregate demand in this category is greater than 21,80,000 Equity Shares at or above the Issue Price, the
Allotment shall be made on a proportionate basis up to a minimum of 4,000 Equity Shares and in multiples of 2,000
Equity Shares thereafter. For the method of proportionate Basis of Allotment, refer below.
b) For Non-Institutional Bidders
Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to determine the
total demand under this category. The Allotment to all successful Non- Institutional Bidders will be made at the
Issue Price.
316The Issue size less Allotment to QIBs and Individual shall be available for Allotment to Non- Institutional Bidders
who have Bid in the Issue at a price that is equal to or greater than the Issue Price. If the aggregate demand in this
category is less than or equal to 21,90,000 Equity Shares at or above the Issue Price, full Allotment shall be made
to Non-Institutional Bidders to the extent of their demand.
In case the aggregate demand in this category is greater than 21,90,000 Equity Shares at or above the Issue Price,
Allotment shall be made on a proportionate basis up to a minimum of 4,000 Equity Shares and in multiples of 2,000
Equity Shares thereafter. For the method of proportionate Basis of Allotment refer below.
c) For QIBs
For the Basis of Allotment to Anchor Investors, Bidders / Applicants may refer to the SEBI ICDR Regulations or
Red Herring Prospectus / Prospectus. Bids received from QIBs Bidding in the QIB Cate gory (net of Anchor
Portion) at or above the Issue Price may be grouped together to determine the total demand under this category. The
QIB Category may be available for Allotment to QIBs who have Bid at a price that is equal to or greater than the
Issue Price. Allotment may be undertaken in the following manner: Allotment shall be undertaken in the following
manner:
a) In the first instance allocation to Mutual Funds for 5 % of the QIB Portion shall be determined as follows:
• In the event that Bids by Mutual Fund exceeds 5% of the QIB Portion, allocation to Mutual Funds shall be done on
a proportionate basis for 5 % of the QIB Portion.
• In the event that the aggregate demand from Mutual Funds is less than 5 % of the QIB Portion then all Mutual Funds
shall get full Allotment to the extent of valid Bids received above the Issue Price.
• Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available for Allotment to all
QIB Bidders as set out in (b) below;
b) In the second instance Allotment to all QIBs shall be determined as follows:
• In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above the Issue
Price shall be allotted Equity Shares on a proportionate basis, up to a minimum of 2,000 Equity Shares and in
multiples of 2,000 Equity Shares thereafter for 95% of the QIB Portion.
• Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity Shares Bid for by
them, are eligible to receive Equity Shares on a proportionate basis, up to a minimum of 2,000 Equity Shares and in
multiples of 2,000 Equity Shares thereafter, along with other QIB Bidders.
• Under-subscription below 5 % of the QIB Portion, if any, from Mutual Funds, would be included for allocation to the
remaining QIB Bidders on a proportionate basis. The aggregate Allotment to QIB Bidders shall not be more than
46,000 Equity Shares.
b) ALLOTMENT TO ANCHOR INVESTOR (IF APPLICABLE)
Allocation of Equity Shares to Anchor Investors at the Anchor Investor Allocation Price will be at the discretion of the
Issuer, in consultation with the Book Running Lead Manager, subject to compliance with the following requirements:
i) not more than 60% of the QIB Portion will be allocated to Anchor Investors;
ii) one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the price at which allocation is being done to other Anchor
Investors; and
iii) allocation to Anchor Investors shall be on a discretionary basis and subject to:
• a maximum number of two Anchor Investors for allocation up to ₹2 crores;
• a minimum number of two Anchor Investors and maximum number of 15 Anchor Investors for allocation of more
317than ₹2 crores and up to ₹25 crores subject to minimum allotment of ₹1 crores per such Anchor Investor; and
• in case of allocation above Rupees twenty-five crore; a minimum of 5 such investors and a maximum of 15 such
investors for allocation up to Rupees twenty-five crore and an additional 10 such investors for every additional
Rupees twenty-five crore or part thereof, shall be permitted, subject to a minimum allotment of Rupees one crore per
such investor.
b) A physical book is prepared by the Registrar on the basis of the Anchor Investor Application Forms received from
Anchor Investors. Based on the physical book and at the discretion of the Issuer, in consultation with the Book
Running Lead Manager, selected Anchor Investors will be sent a CAN and if required, a revised CAN.
c) In the event that the Issue Price is higher than the Anchor Investor Allocation Price:
Anchor Investors will be sent a revised CAN within one day of the Pricing Date indicating the number of Equity
Shares allocated to such Anchor Investor and the pay-in date for payment of the balance amount. Anchor Investors
are then required to pay any additional amounts, being the difference between the Issue Price and the Anchor Investor
Allocation Price, as indicated in the revised CAN within the pay-in date referred to in the revised CAN. Thereafter,
the Allotment Advice will be issued to such Anchor Investors.
d) In the event the Issue Price is lower than the Anchor Investor Allocation Price:
Anchor Investors who have been Allotted Equity Shares will directly receive Allotment Advice.
c) Basis of Allotment for QIBs (other than Anchor Investors) and NIIs in case of Over Subscribed Issue:
In the event of the Issue Being Over-Subscribed, the Issuer may finalise the Basis of Allotment in consultation with
the National Stock Exchange of India Limited (“NSE or NSE Emerge”) (The Designated Stock Exchange). The
allocation may be made in marketable lots on proportionate basis as set forth hereunder:
d) The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate basis
i.e., the total number of Shares applied for in that category multiplied by the inverse of the oversubscription ratio
(number of Bidders in the category multiplied by number of Shares applied for).
e) The number of Shares to be allocated to the successful Bidders will be arrived at on a proportionate basis in
marketable lots (i.e., Total number of Shares applied for into the inverse of the over subscription ratio).
f) For Bids where the proportionate allotment works out to less than 2,000 equity shares the allotment will be made as
follows:
• Each successful Bidder shall be allotted 2,000 equity shares; and
• The successful Bidder out of the total bidders for that category shall be determined by draw of lots in such a
manner that the total number of Shares allotted in that category is equal to the number of Shares worked out
as per (b) above.
g) If the proportionate allotment to a Bidder works out to a number that is not a multiple of 2,000 equity shares, the
Bidder would be allotted Shares by rounding off to the nearest multiple of 2,000 equity shares subject to a minimum
allotment of 2,000 equity shares.
h) If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the Bidders in that
category, the balance available Shares or allocation shall be first adjusted against any category, where the allotted
Shares are not sufficient for proportionate allotment to the successful Bidder in that category, the balance Shares, if
any, remaining after such adjustment will be added to the category comprising Bidder applying for the minimum
number of Shares. If as a result of the process of rounding off to the nearest multiple of 2,000 Equity Shares, results
in the actual allotment being higher than the shares Issued, the final allotment may be higher at the sole discretion
of the Board of Directors, up to 110% of the size of the Issue specified under the Capital Structure mentioned in
this Red Herring Prospectus.
Individual Investor' means an investor who applies for not less than minimum supplication size, as per SEBI (ICDR)
Regulations, as amended. Investors may note that in case of over subscription allotment shall be on proportionate
318basis and will be finalized in consultation with National Stock Exchange of India Limited.
NAMES OF ENTITIES RESPONSIBLE FOR FINALISING THE BASIS OF ALLOTMENT IN A FAIR AND
PROPER MANNER
The Authorised Employees of National Stock Exchange of India Limited (“NSE or NSE Emerge”)- the Designated Stock
Exchange in addition to Book Running Lead Manager and Registrar to the Public Issue shall be responsible to ensure that
the basis of allotment is finalized in a fair and proper manner in accordance with the SEBI (ICDR) Regulations.
ISSUANCE OF ALLOTMENT ADVICE
1. Upon approval of the Basis of Allotment by the Designated Stock Exchange.
2. On the basis of approved Basis of Allotment, the Issuer shall pass necessary corporate action to facilitate the allotment
and credit of equity shares. Bidders are advised to instruct their Depository Participants to accept the Equity Shares that
may be allotted to them pursuant to the Issue.
The Book Running Lead Manager or the Registrar to the Issue will dispatch an Allotment Advice to their Bidders who
have been allocated Equity Shares in the Issue. The dispatch of Allotment Advice shall be deemed a valid, binding and
irrevocable contract for the Allotment to such Bidder.
3. Issuer will make the allotment of the Equity Shares and initiate corporate action for credit of shares to the successful
Bidders Depository Account within 2 working days of the Issue Closing date. The Issuer also ensures the credit of
shares to the successful Bidders Depository Account is completed within one working Day from the date of allotment,
after the funds are transferred from ASBA Public Issue Account to Public Issue account of the issuer.
DESIGNATED DATE
On the Designated date, the SCSBs shall transfers the funds represented by allocations of the Equity Shares into Public
Issue Account with the Bankers to the Issue.
The Company will Issue and dispatch letters of allotment / or letters of regret along with refund order or credit the allotted
securities to the respective beneficiary accounts, if any within a period of 2 working days of the Bid / Issue Closing Date.
The Company will intimate the details of allotment of securities to Depository immediately on allotment of securities under
relevant provisions of the Companies Act, 2013 or other applicable provisions, if any
INSTRUCTIONS FOR COMPLETING THE BID CUM APPLICATION FORM
The Applications should be submitted on the prescribed Bid Cum Application Form and in BLOCK LETTERS in
ENGLISH only in accordance with the instructions contained herein and in the Bid Cum Application Form. Applications
not so made are liable to be rejected. Applications made using a third-party bank account or using third party UPI ID linked
bank account are liable to be rejected. Bid Cum Application Forms should bear the stamp of the Designated Intermediaries.
ASBA Bid Cum Application Forms, which do not bear the stamp of the Designated Intermediaries, will be rejected.
SEBI vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism for investors to
submit Bid Cum Application Forms in public issues using the stockbroker (broker) network of Stock Exchanges, who may
not be syndicate members in an issue with effect from January 01, 2013. The list of Broker Centre is available on the
websites of BSE i.e., www.bsesme.com and National Stock Exchange of India Limited i.e., www.nseindia.com. With a view
to broad base the reach of Investors by substantial, enhancing the points for submission of applications, SEBI vide Circular
No. CIR/CFD/POLICY CELL/11/2015 dated November 10, 2015 has permitted Registrar to the Issue and Share Transfer
Agent and Depository Participants registered with SEBI to accept the Bid Cum Application Forms in Public Issue with
effect front January 01, 2016. The List of ETA and DPs centres for collecting the application shall be disclosed is available
on the website of National Stock Exchange of India Limited i.e., www.nseindia.com.
BIDDER’S DEPOSITORY ACCOUNT AND BANK DETAILS
Please note that, providing bank account details, PAN No’s, Client ID and DP ID in the space provided in the Bid Cum
Application Form is mandatory and applications that do not contain such details are liable to be rejected.
319Bidders should note that on the basis of name of the Bidders, Depository Participant's name, Depository Participant
Identification number and Beneficiary Account Number provided by them in the Bid Cum Application Form as entered
into the Stock Exchange online system, the Registrar to the Issue will obtain front the Depository the demographic details
including address, Bidders bank account details, MICR code and occupation (hereinafter referred to as 'Demographic
Details'). These Demographic Details would be used for all correspondence with the Bidders including mailing of the
Allotment Advice. The Demographic Details given by Bidders in the Bid Cum Application Form would not be used for
any other purpose by the Registrar to the Issue.
By signing the Bid Cum Application Form, the Bidder would be deemed to have authorized the depositories to provide,
upon request, to the Registrar to the Issue, the required Demographic Details as available on its records.
SUBMISSION OF BID CUM APPLICATION FORM:
All Bid Cum Application Forms duly completed shall be submitted to the Designated Intermediaries. The aforesaid
intermediaries shall, at the time of receipt of application, give an acknowledgement to investor, by giving the counter foil or
specifying the application number to the investor, as a proof of having accepted the Bid Cum Application Form, in physical
or electronic mode, respectively.
COMMUNICATIONS
All future communications in connection with Applications made in this Issue should be addressed to the Registrar to the
Issue quoting the full name of the sole or First Bidder, Bid Cum Application Form number, Bidders Depository Account
Details, number of Equity Shares applied for, date of Bid Cum Application Form, name and address of the Designated
Intermediary where the Application was submitted thereof and a copy of the acknowledgement slip.
Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post Issue related
problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts, etc.
DISPOSAL OF APPLICATION AND APPLICATION MONEYS AND INTEREST IN CASE OF DELAY
The Company shall ensure the dispatch of Allotment advice and give benefit to the beneficiary account with Depository
Participants and submit the documents pertaining to the Allotment to the Stock Exchange within 2 (two) working days of
date of Allotment of Equity Shares.
The Company shall make all possible efforts to ensure that all steps for completion of the necessary formalities for listing
and commencement of trading at NSE EMERGE where the Equity Shares are proposed to be listed are taken within 3
(Three) working days from Issue Closing Date.
In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI Regulations, the Company
further undertakes that:
(i) Allotment and Listing of Equity Shares shall be made within 3 (Three) working days of the Issue Closing Date;
(ii) Giving of Instructions for refund by unblocking of amount via ASBA not later than 2 (Two) working days of the
Issue Closing Date, would be ensured; and
(iii) If such money is not repaid within prescribed time from the date our Company becomes liable to repay it, then our
Company and every officer in default shall, on and from expiry of prescribed time, be liable to repay such application
money, with interest as prescribed under SEBI (ICDR) Regulations, the Companies Act, 2013 and applicable law.
Further, in accordance with Section 40 of the Companies Act, 2013, the Company and each officer in default may be
punishable with fine and / or imprisonment in such a case.
RIGHT TO REJECT APPLICATIONS
In case of QIB Bidders, the Company in consultation with the Book Running Lead Manager may reject Applications
provided that the reasons for rejecting the same shall be provided to such Bidder in writing. In case of Non-Institutional
Bidders, Individual Bidders, who applies for minimum application size, who applied, the Company has a right to reject
Applications based on technical grounds.
320IMPERSONATION
Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013
which is reproduced below:
“Any person who—
(a) Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(b) Makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or
(c) Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other
person in a fictitious name, shall be liable for action under Section 447.
UNDERTAKINGS BY OUR COMPANY
We undertake as follows:
1. That the complaints received in respect of the Issue shall be attended expeditiously and satisfactorily;
2. That all steps will be taken for the completion of the necessary formalities for listing and commencement of trading on
Stock Exchange where the Equity Shares are proposed to be listed within six working days from Issue Closure date.
3. That if the Company do not proceed with the Issue, the reason thereof shall be given as a public notice to be issued by our
Company within two days of the Issue Closing Date. The public notice shall be issued in the same newspapers where the pre-
Issue advertisements were published. The stock exchange on which the Equity Shares are proposed to be listed shall also
be informed promptly;
4. That the funds required for making refunds as per the modes disclosed or dispatch of allotment advice by registered post
or speed post shall be made available to the Registrar and Share Transfer Agent to the Issue by our Company;
5. Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall be
sent to the applicant within 3 (three) Working Days from the Issue Closing Date, giving details of the bank where refunds
shall be credited along with amount and expected date of electronic credit of refund;
6. that the promoters’ contribution in full, wherever required, shall be brought in advance before the Issue opens for public
subscription and the balance, if any, shall be brought on a pro rata basis before the calls are made on public in accordance
with applicable provisions in these regulations;
7. That no further Issue of Equity Shares shall be made till the Equity Shares Issued through the Prospectus are listed or until
the Application monies are refunded on account of non-listing, undersubscription etc.;
8. That adequate arrangement shall be made to collect all Applications Supported by Blocked Amount while finalizing the
Basis of Allotment;
9. If our Company does not proceed with the Issue after the Bid / Issue Opening Date but before allotment, then the reason
thereof shall be given as a public notice to be issued by our Company within two days of the Bid / Issue Closing Date. The
public notice shall be issued in the same newspapers where the Pre-Issue advertisements were published. The stock
exchange on which the Equity Shares are proposed to be listed shall also be informed promptly;
10. If our Company withdraws the Issue after the Bid / Issue Closing Date, our Company shall be required to file a fresh Red
Herring Prospectus with the Stock exchange / Registrar of Companies / SEBI, in the event our Company subsequently
decides to proceed with the Issue;
11. If allotment is not made within the prescribed time period under applicable law, the entire subscription amount received
will be refunded / unblocked within the time prescribed under applicable law. If there is delay beyond the prescribed time,
our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI Regulations and applicable law for
the delayed period.
321UTILIZATION OF ISSUE PROCEEDS
The Board of Directors of our Company certifies that:
1. All monies received out of the Issue shall be credited / transferred to a separate bank account other than the bank account
referred to in sub section (3) of Section 40 of the Companies Act 2013.
2. Details of all monies utilized out of the Issue referred above shall be disclosed and continue to be disclosed till the time any
part of the Issue proceeds remains unutilized, under an appropriate head in our balance sheet of our company indicating
the purpose for which such monies have been utilized.
3. Details of all unutilized monies out of the Issue, if any shall be disclosed under the appropriate separate head in the balance
sheet of our company indicating the form in which such unutilized monies have been invested and
4. Our Company, shall comply with the requirements of SEBI Listing Regulations, 2015 in relation to the disclosure and
monitoring of the utilization of the proceeds of the Issue.
5. Our Company, shall not have recourse to the Issue Proceeds until the approval for listing and trading of the Equity Shares
from the Stock Exchange where listing is sought has been received.
6. The Book Running Lead Manager undertakes that the complaints or comments received in respect of the Issue shall be
attended by our Company expeditiously and satisfactorily.
EQUITY SHARES IN DEMATERIALIZED FORM WITH NATIONAL SECURITIES DEPOSITORY
LIMITED OR CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED:
To enable all shareholders of our Company to have their shareholding in electronic form, the Company has signed the
following tripartite agreements with the Depositories and the Registrar and Share Transfer Agent:
a) Tripartite Agreement dated March 07, 2024 between National Securities Depository Limited, our Company and Registrar
to the Issue; and
b) Tripartite Agreement dated March 05, 2024 between Central Depository Services (India) Limited, our Company and
Registrar to the Issue.
c) The Company's equity shares bear an International Securities Identification Number INE0TZX01019.
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322RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and
Foreign Exchange Management Act, 1999 (“FEMA”). While the Industrial Policy, 1991 prescribes the limits and the
conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates
the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted,
foreign investment is freely permitted in all sectors of Indian economy up to any extent and without any prior approvals,
but the foreign investor is required to follow certain prescribed procedures for making such investment. The government
bodies responsible for granting foreign investment approvals are the Reserve Bank of India (“RBI”) and Department of
Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India (“DIPP”).
The Government of India has from time to time made policy pronouncements on FDI through press notes and press releases.
The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, GoI, earlier known as
Department of Industrial Policy and Promotion (“DPIIT”) issued the Consolidated Foreign Direct Investment Policy
notified by the DPIIT File No. 5(2) / 2020-FDI Policy dated October 15, 2020, with effect from October 15, 2020 (the “FDI
Policy”), which consolidates and supersedes all previous press notes, press releases and clarifications on FDI issued by the
DPIIT or the DPIIT that were in force and effect prior to October 15, 2020. The Government of India proposes to update
the consolidated circular on FDI Policy once every year and therefore, the FDI Policy will be valid until the DPIIT issues
an updated circular.
The RBI also issues Master Circular on Foreign Investment in India every year. Presently, FDI in India is being governed
by Master Circular on Foreign Investment dated July 01, 2015, as updated from time to time by RBI and Master Direction–
Foreign Investment in India (updated up to March 08, 2019). In terms of the Master Circular, an Indian company may issue
fresh shares to people resident outside India (who is eligible to make investments in India, for which eligibility criteria are
as prescribed). Such fresh issue of shares shall be subject to inter-alia, the pricing guidelines prescribed under the Master
Circular and Master Direction. The Indian company making such fresh issue of shares would be subject to the reporting
requirements, inter-alia with respect to consideration for issue of shares and also subject to making certain filings including
filing of Form FC-GPR.
In case of investment in sectors through Government Route, approval from competent authority as mentioned in Section 4
of the FDI Policy 2020 has to be obtained. The transfer of shares between an Indian resident to a non-resident does not
require the prior approval of the RBI, subject to fulfilment of certain conditions as specified by DIPP / RBI, from time to
time.
As per the existing policy of the Government of India, OCBs cannot participate in this Issue and in accordance with the
extant FDI guidelines on sectoral caps, pricing guidelines etc. as amended by Reserve bank of India, from time to time.
Investors are advised to confirm their eligibility under the relevant laws before investing and / or subsequent purchase or
sale transaction in the Equity Shares of our Company. Investors will not Issue, sell, pledge, or transfer the Equity Shares of
our Company to any person who is not eligible under applicable laws, rules, regulations, guidelines. Our Company, the
Underwriters and their respective directors, officers, agents, affiliates, and representatives, as applicable, accept no
responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares of our
Company.
In terms of the FEMA NDI Rules, a person resident outside India may make investments into India, subject to certain terms
and conditions, and provided that an entity of a country, which shares land border with India or the beneficial owner of an
investment into India who is situated in or is a citizen of any such country, shall invest only with government approval.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided
that
(i) the activities of the investee company are under the automatic route under the foreign direct investment policy and
transfer does not attract the provisions of the Takeover Regulations;
(ii) the non-resident shareholding is within the sectoral limits under the FDI policy; and
(iii) the pricing is in accordance with the guidelines prescribed by the SEBI / RBI.
Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign
Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any
investment, subscription, purchase or sale of equity instruments by entities of a country which shares land border with
323India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country
(“Restricted Investors”), will require prior approval of the Government, as prescribed in the Consolidated FDI Policy and
the FEMA Rules. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an
entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction / purview,
such subsequent change in the beneficial ownership will also require approval of the Government. Furthermore, on April
22, 2020, the Ministry of Finance, Government of India has also made a similar amendment to the FEMA Rules. Pursuant to
the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020, a multilateral bank or fund,
of which India is a member, shall not be treated as an entity of a particular country nor shall any country be treated as the
beneficial owner of the investments of such bank of fund in India. Each Bidder should seek independent legal advice about
its ability to participate in the Issue. In the event such prior approval of the Government of India is required, and such
approval has been obtained, the Bidder shall intimate our Company and the Registrar to the Issue in writing about such
approval along with a copy thereof within the Issue Period.
As per the existing policy of the Government of India, OCBs cannot participate in this Issue and in accordance with the
extant FDI guidelines on sectoral caps, pricing guidelines etc. as amended by Reserve bank of India, from time to time.
Investors are advised to confirm their eligibility under the relevant laws before investing and / or subsequent purchase or
sale transaction in the Equity Shares of our Company. Investors will not Issue, sell, pledge or transfer the Equity Shares of
our Company to any person who is not eligible under applicable laws, rules, regulations, guidelines. Our Company, the
Underwriters and their respective directors, officers, agents, affiliates and representatives, as applicable, accept no
responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares of our
Company.
INVESTMENT CONDITIONS / RESTRICTIONS FOR OVERSEAS ENTITIES
Under the current FDI Policy 2020, the maximum amount of Investment (sectoral cap) by foreign investor in an issuing
entity is composite unless it is explicitly provided otherwise including all types of foreign investments, direct and indirect,
regardless of whether it has been made for FDI, FPI, NRI / OCI, LLPs, FVCI, Investment Vehicles and DRs under Foreign
Exchange Management. (Non-debt Instruments) Rules, 2019. Any equity holding by a person resident outside India
resulting from conversion of any debt instrument under any arrangement shall be reckoned as foreign investment under the
composite cap.
Portfolio Investment up to aggregate foreign investment level of 49% or sectoral / statutory cap, whichever is lower, will
not be subject to either Government approval or compliance of sectoral conditions, if such investment does not result in
transfer of ownership and / or control of Indian entities from resident Indian citizens to non-resident entities. Other foreign
investments will be subject to conditions of Government approval and compliance of sectoral conditions as per FDI Policy.
The total foreign investment, direct and indirect, in the issuing entity will not exceed the sectoral / statutory cap.
INVESTMENT BY FPIS UNDER PORTFOLIO INVESTMENT SCHEME (PIS)
With regards to purchase / sale of capital instruments of an Indian company by an FPI under PIS the total holding by each
FPI or an investor group as referred in SEBI (FPI) Regulations, 2014 shall not exceed 10% of the total paid-up equity
capital on a fully diluted basis or less than 10% of the paid-up value of each series of debentures or preference shares or
share warrants issued by an Indian company and the total holdings of all FPIs put together shall not exceed 24% of paid-
up equity capital on fully diluted basis or paid-up value of each series of debentures or preference shares or share warrants.
The said limit of 10% and 24% will be called the individual and aggregate limit, respectively. However, this limit of 24%
may be increased up to sectoral cap / statutory ceiling, as applicable, by the Indian company concerned by passing a
resolution by its Board of Directors followed by passing of a special resolution to that effect by its general body.
INVESTMENT BY NRI OR OCI ON REPATRIATION BASIS
The purchase / sale of equity shares, debentures, preference shares and share warrants issued by an Indian company
(hereinafter referred to as “Capital Instruments”) of a listed Indian company on a recognised stock exchange in India by
Non-Resident Indian (NRI) or Overseas Citizen of India (OCI) on repatriation basis is allowed subject to certain conditions
under Foreign Exchange Management (Non-debt Instruments) Rules, 2019.
The total holding by any individual NRI or OCI shall not exceed 5% of the total paid-up equity capital on a fully diluted
basis or should not exceed 5% of the paid-up value of each series of debentures or preference shares or share warrants
issued by an Indian company and the total holdings of all NRIs and OCIs put together shall not exceed 10% of the total
paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or
preference shares or share warrants; provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution
324to that effect is passed by the general body of the Indian company.
INVESTMENT BY NRI OR OCI ON NON-REPATRIATION BASIS
As per current FDI Policy 2020, Foreign Exchange Management (Non-debt Instruments) Rules, 2019, Purchase / sale of
Capital Instruments or convertible notes or units or contribution to the capital of an LLP by a NRI or OCI on non-
repatriation basis – will be deemed to be domestic investment at par with the investment made by residents. This is further
subject to remittance channel restrictions.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“US
Securities Act”) or any other state securities laws in the United States of America and may not be sold or Issued within the
United States of America, or to, or for the account or benefit of “US Persons” as defined in Regulation S of the U.S.
Securities Act, except pursuant to exemption from, or in a transaction not subject to, the registration requirements of US
Securities Act and applicable state securities laws. Accordingly, the equity shares are being Issued and sold only outside the
United States of America in an offshore transaction in reliance upon Regulation S under the US Securities Act and the
applicable laws of the jurisdiction where those Issues, and sale occur.
Further, no Issue to the public (as defined under Directive 20003/71/EC, together with any amendments) and implementing
measures thereto, (the “Prospectus Directive”) has been or will be made in respect of the Issue in any member State of the
European Economic Area which has implemented the Prospectus Directive except for any such Issue made under
exemptions available under the Prospectus Directive, provided that no such Issue shall result in a requirement to publish or
supplement a prospectus pursuant to the Prospectus Directive, in respect of the Issue.
Any forwarding, distribution or reproduction of this document in whole or in part may be unauthorised. Failure to comply
with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Any
investment decision should be made on the basis of the final terms and conditions and the information contained in this
Prospectus.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be Issued or sold, and Application may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.
The above information is given for the benefit of the Applicants. Our Company and the Book Running Lead
Manager are not liable for any amendments or modification or changes in applicable laws or regulations, which
may occur after the date of this Prospectus. Applicants are advised to make their independent investigations and
ensure that the Applications are not in violation of laws or regulations applicable to them and do not exceed the
applicable limits under the laws and regulations.
For further details, see “Issue Procedure” on page 285.
Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association of
our Company. The main provisions of the Articles of Association of our Company are detailed below. No material clause
of the Articles of Association having a bearing on the Issue, or the disclosures required in this Prospectus has been omitted.
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325SECTION XII - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
INTERPRETATION
I. (1) In these regulations—
(a) “The Act” means the Companies Act, 2013.
(b) “The seal” means the common seal of the company.
(2) Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning
as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the
company.
PUBLIC COMPANY
(3) “Public company" means a company which—
(a) is not a private company;
(b) has a minimum paid-up share capital, as may be prescribed:
Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public
company for the purposes of this Act even where such subsidiary company continues to be a private company in its article.
SHARE CAPITAL AND VARIATION OF RIGHTS
1. Subject to the provisions of the Act and these Articles, the shares in the capital of the company shall be under the control
of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion
and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think
fit.
2. (i) Every person whose name is entered as a member in the register of members shall be entitled to receive within two
months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the
application for the registration of transfer or transmission or within such other period as the conditions of issue shall be
provided,
(a) One certificate for all his shares without payment of any charges; or
(b) Several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after the
first.
(ii) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid-up thereon.
(iii) In respect of any share or shares held jointly by several persons, the company shall not be bound to issue more than
one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such
holders.
3. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement
of transfer, then upon production and surrender thereof to the company, a new certificate may be issued in lieu thereof, and
if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such
indemnity as the company deem adequate, a new certificate in lieu thereof shall be given. Every certificate under this
Article shall be issued on payment of twenty rupees for each certificate.
(ii) The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures of the company.
1. Except as required by law, no person shall be recognized by the company as holding any share upon any trust, and the
company shall not be bound by, or be compelled in any way to recognize (even when having notice thereof) any equitable,
contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these
regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety
thereof in the registered holder.
3262. (i)The company may exercise the powers of paying commissions conferred by sub-section (6) of section 40, provided that
the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by
that section and rules made there under.
(ii)The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under sub-section
(6) of section 40.
(iii)The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the
one way and partly in the other.
3. (i) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise
provided by the terms of issue of the shares of that class) may, subject to the provisions of section 48, and whether or not
the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares
of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that
class.
(ii)To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis
apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the issued shares of the
class in question.
7. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless
otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or
issue of further shares ranking pari passu therewith.
8. Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be issued
on the terms that they are to be redeemed on such terms and in such manner as the company before the issue of the shares
may, by special resolution, determine.
LIEN
9. (i) The company shall have a first and paramount lien—
(a) On every share (not being a fully paid share), for all monies (whether presently payable or not) called, or payable at
a fixed time, in respect of that share; and
(b) On all shares (not being fully paid shares) standing registered in the name of a single person, for all monies presently
payable by him or his estate to the company:
Provided that the Board of directors may at any time declare any share to be wholly or in part exempt from the provisions
of this clause.
(ii) The company’s lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to time in
respect of such shares.
10. The company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien:
Provided that no sale shall be made—
(a) Unless a sum in respect of which the lien exists is presently payable; or
(b) Until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount
in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the
share or the person entitled thereto by reason of his death or insolvency.
11. (i) To give effect to any such sale, the Board may authorize some person to transfer the shares sold to the purchaser thereof.
(ii) The purchaser shall be registered as the holder of the shares comprised in any such transfer.
(iii)The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be
affected by any irregularity or invalidity in the proceedings in reference to the sale.
12. (i) The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect
of which the lien exists as is presently payable.
327(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before the sale,
be paid to the person entitled to the shares at the date of the sale.
CALLS ON SHARES
13. (i) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their shares (whether
on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made
payable at fixed times:
Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from
the date fixed for the payment of the last preceding call.
(ii) Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place of payment,
pay to the company, at the time or times and place so specified, the amount called on his shares.
(iii) A call may be revoked or postponed at the discretion of the Board.
14. A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed and
may be required to be paid by installments.
15. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
16. (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from
whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment
at ten per cent per annum or at such lower rate, if any, as the Board may determine.
(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.
17. (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account
of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be deemed to be a
call duly made and payable on the date on which by the terms of issue such sum becomes payable.
(ii) In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest and
expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
18. The Board—
(a) May, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies uncalled and
unpaid upon any shares held by him; and
(b) Upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable)
pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct, twelve per cent per
annum, as may be agreed upon between the Board and the member paying the sum in advance.
TRANSFER OF SHARES
19. (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and
transferee.
(ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register
of members in respect thereof.
20. The Board may, subject to the right of appeal conferred by section 58 declines to register—
328(a) The transfer of a share, not being a fully paid share, to a person of whom they do not approve; or
(b) Any transfer of shares on which the company has a lien.
21. The Board may decline to recognize any instrument of transfer unless—
(a) The instrument of transfer is in the form as prescribed in rules made under sub-section (1) of section 56;
(b) The instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence
as the Board may reasonably require to show the right of the transferor to make the transfer; and
(c) The instrument of transfer is in respect of only one class of shares.
22. On giving not less than seven days’ previous notice in accordance with section 91 and rules made there under, the
registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine:
Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-five
days in the aggregate in any year.
TRANSMISSION OF SHARES
23. (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees
or legal representatives where he was a sole holder, shall be the only persons recognized by the company as having
any title to his interest in the shares.
(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share which
had been jointly held by him with other persons.
24. (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence
being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect,
either—
(a) To be registered himself as holder of the share; or
(b) To make such transfer of the share as the deceased or insolvent member could have made.
(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the
deceased or insolvent member had transferred the share before his death or insolvency.
25. (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to
the company a notice in writing signed by him stating that he so elects.
(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share.
(iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration
of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the
member had not occurred and the notice or transfer were a transfer signed by that member.
26. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same
dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he
shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the company:
Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or
to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment
of all dividends, bonuses or other monies payable in respect of the share, until the requirements of the notice have been
complied with.
329FORFEITURE OF SHARES
27. If a member fails to pay any call, or installment of a call, on the day appointed for payment thereof, the Board may, at any
time thereafter during such time as any part of the call or installment remains unpaid, serve a notice on him requiring
payment of so much of the call or installment as is unpaid, together with any interest which may have accrued.
28. The notice aforesaid shall—
(a) Name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before
which the payment required by the notice is to be made; and
(b) State that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made
shall be liable to be forfeited.
29. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been
given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of
the Board to that effect.
30. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit.
(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit.
31. (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall,
notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were
presently payable by him to the company in respect of the shares.
(ii) The liability of such person shall cease if and when the company shall have received payment in full of all such monies
in respect of the shares.
32. (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company, and
that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the
facts therein stated as against all persons claiming to be entitled to the share;
(ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a
transfer of the share in favour of the person to whom the share is sold or disposed of;
(iii) The transferee shall thereupon be registered as the holder of the share; and
(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be
affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.
33. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which, by the terms
of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of
premium, as if the same had been payable by virtue of a call duly made and notified.
ALTERATION OF CAPITAL
34. The company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided into shares
of such amount, as may be specified in the resolution.
35. Subject to the provisions of section 61, the company may, by ordinary resolution, —
(a) Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(b) Convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any
denomination;
330(c) Sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum;
(d) Cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any
person.
36. Where shares are converted into stock,
(a) The holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same regulations
under which, the shares from which the stock arose might before the conversion have been transferred, or as near thereto
as circumstances admit:
Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that such
minimum shall not exceed the nominal amount of the shares from which the stock arose.
(b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages
as regards dividends, voting at meetings of the company, and other matters, as if they held the shares from which the stock
arose; but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets
on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege
or advantage.
(c) Such of the regulations of the company as are applicable to paid-up shares shall apply to stock and the words “share”
and “shareholder” in those regulations shall include “stock” and “stock-holder” respectively.
37. The company may, by special resolution, reduce in any manner and with, and subject to, any incident authorized and consent
required by law—
(a) Its share capital;
(b) Any capital redemption reserve account; or
(c) Any share premium account.
CAPITALIZATION OF PROFITS
38. (i) The company in general meeting may, upon the recommendation of the Board, resolve—
(a) That it is desirable to capitalize any part of the amount for the time being Standing to the credit of any of the company’s
reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; and
(b) That such sum be accordingly set free for distribution in the manner specified in clause (ii) amongst the members who
would have been entitled thereto, if distributed by way of dividend and in the same proportions.
(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (iii), either
in or towards—
(A) paying up any amounts for the time being unpaid on any shares held by such members respectively.
(B) paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid-up, to and amongst
such members in the proportions aforesaid.
(C) Partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B);
(D)A securities premium account and a capital redemption reserve account may, for the purposes of this regulation, be
applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares.
(E)The Board shall give effect to the resolution passed by the company in pursuance of this regulation.
39. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall—
(a) Make all appropriations and applications of the undivided profits resolved to be capitalized thereby, and all allotments
331and issues of fully paid shares if any; and
(b) Generally do all acts and things required to give effect thereto.
(ii) The Board shall have power—
(a) To make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, for
the case of shares becoming distributable in fractions; and
(b) To authorize any person to enter, on behalf of all the members entitled thereto, into an agreement with the company
providing for the allotment to them respectively, credited as fully paid-up, of any further shares to which they may be
entitled upon such capitalization, or as the case may require, for the payment by the company on their behalf, by the
application thereto of their respective proportions of profits resolved to be capitalized, of the amount or any part of the
amounts remaining unpaid on their existing shares;
(iii) Any agreement made under such authority shall be effective and binding on such members.
BUY-BACK OF SHARES
40. Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other
applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares or
other specified securities.
GENERAL MEETINGS
41. All general meetings other than annual general meeting shall be called extraordinary general meeting.
42. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.
(ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any
director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly
as possible, as that in which such a meeting may be called by the Board.
PROCEEDINGS AT GENERAL MEETINGS
43. (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the
meeting proceeds to business.
(ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103.
44. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company.
45. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the
meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their members to be
Chairperson of the meeting.
46. If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after the
time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the
meeting.
ADJOURNMENT OF MEETING
47. (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the
meeting, adjourn the meeting from time to time and from place to place.
332(ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from
which the adjournment took place.
(iii) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of
an original meeting.
(iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
VOTING RIGHTS
48. Subject to any rights or restrictions for the time being attached to any class or classes of shares,—
(a) on a show of hands, every member present in person shall have one vote; and
(b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital of the
company.
49. A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only once.
50.(i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted
to the exclusion of the votes of the other joint holders.
(ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of members.
51. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy,
may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or
guardian may, on a poll, vote by proxy.
52. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll.
53. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in
respect of shares in the company have been paid.
54. (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the
vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes.
(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final
and conclusive.
PROXY
55. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a
notarized copy of that power or authority, shall be deposited at the registered office of the company not less than 48 hours
before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to
vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and in default the
instrument of proxy shall not be treated as valid.
56. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.
57. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or
insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the
transfer of the shares in respect of which the proxy is given:
Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the
company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.
333BOARD OF DIRECTORS
58. The following shall be the first directors of the Company:
-Vinod Gupta
-Vijay Kumar
59. (i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day-to-
day.
(ii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all travelling, hotel
and other expenses properly incurred by them—
(a) in attending and returning from meetings of the Board of Directors or any committee thereof or general meetings of
the company; or
(b) in connection with the business of the company.
60. The Board may pay all expenses incurred in getting up and registering the company.
61. The company may exercise the powers conferred on it by section 88 with regard to the keeping of a foreign register; and
the Board may (subject to the provisions of that section) make and vary such regulations as it may thinks fit respecting the
keeping of any such register.
62. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts for
monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by
such person and in such manner as the Board shall from time to time by resolution determine.
63. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept for
that purpose.
64. (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to appoint a
person as an additional director, provided the number of the directors and additional directors together shall not at any time
exceed the maximum strength fixed for the Board by the articles.
(ii) Such person shall hold office only up to the date of the next annual general meeting of the company but shall be eligible
for appointment by the company as a director at that meeting subject to the provisions of the Act.
PROCEEDINGS OF THE BOARD
65. (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks
fit.
(ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the
Board.
66. (i)Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a
majority of votes.
(ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote.
67. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced
below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose
of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but
for no other purpose.
68. (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office.
334(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time
appointed for holding the meeting, the directors present may choose one of their numbers to be Chairperson of the meeting.
69. (i)The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member
or members of its body as it thinks fit.
(ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be
imposed on it by the Board.
70. (i) A committee may elect a Chairperson of its meetings.
(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time
appointed for holding the meeting, the members present may choose one of their members to be Chairperson of the meeting.
71. (i) A committee may meet and adjourn as it thinks fit.
(ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present,
and in case of an equality of votes, the Chairperson shall have a second or casting vote.
72. All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director, shall,
notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of
such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every
such director or such person had been duly appointed and was qualified to be a director.
73. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a
committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be valid and
effective as if it had been passed at a meeting of the Board or committee, duly convened and held.
74. Subject to the provisions of the Act,
(i) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for such
term, at such remuneration and upon such conditions as it may thinks fit; and any chief executive officer, manager, company
secretary or chief financial officer so appointed may be removed by means of a resolution of the Board;
(ii) A director may be appointed as chief executive officer, manager, company secretary or chief financial officer.
75. A provision of the Act or these regulations requiring or authorizing a thing to be done by or to a director and chief executive
officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or to the same
person acting both as director and as, or in place of, chief executive officer, manager, company secretary or chief financial
officer.
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335THE SEAL
76. (i)The Board shall provide for the safe custody of the seal.
(ii) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board or
of a committee of the Board authorized by it in that behalf, and except in the presence of at least two directors and of the
secretary or such other person as the Board may appoint for the purpose; and those two directors and the secretary or other
person aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence.
DIVIDENDS AND RESERVE
77. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the
Board.
78. Subject to the provisions of section 123, the Board may from time to time pay to the members such interim dividends as
appear to it to be justified by the profits of the company.
79. (i) The Board may, before recommending any dividend, set aside out of the profits of the company such sums as it thinks
fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of
the company may be properly applied, including provision for meeting contingencies or for equalizing dividends; and
pending such application, may, at the like discretion, either be employed in the business of the company or be invested in
such investments (other than shares of the company) as the Board may, from time to time, thinks fit.
(ii) The Board may also carry forward any profits which it may consider necessary not to divide, without setting them aside
as a reserve.
80. (i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be
declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid,
but if and so long as nothing is paid upon any of the shares in the company, dividends may be declared and paid according
to the amounts of the shares.
(ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as
paid on the share.
(iii) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during
any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing
that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.
81. The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to
the company on account of calls or otherwise in relation to the shares of the company.
82. (i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent
through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of
that one of the joint holders who is first named on the register of members, or to such person and to such address as the
holder or joint holders may in writing direct.
(ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.
83. Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies
payable in respect of such share.
84. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner
mentioned in the Act.
85. No dividend shall bear interest against the company.
336ACCOUNTS
86.(i) The Board shall from time to time determine whether and to what extent and at what times and places and under what
conditions or regulations, the accounts and books of the company, or any of them, shall be open to the inspection of
members not being directors.
(ii) No member (not being a director) shall have any right of inspecting any account or book or document of the company
except as conferred by law or authorized by the Board or by the company in general meeting.
WINDING UP
87. Subject to the provisions of Chapter XX of the Act and rules made there under—
(i) If the company shall be wound up, the liquidator may, with the sanction of a special resolution of the company and any
other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of
the company, whether they shall consist of property of the same kind or not.
(ii)For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid
and may determine how such division shall be carried out as between the members or different classes of members.
The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the
benefit of the contributories if he considers necessary, but so that no member shall be compelled to accept any shares or
other securities whereon there is any liability.
INDEMNITY
88. Every officer of the company shall be indemnified out of the assets of the company against any liability incurred by him
in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted
or in which relief is granted to him by the court or the Tribunal.
These are no material clauses of Article of Association that have been left out from disclosure having bearing on the IPO
disclosure
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337SECTION XII – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company or
entered into more than two years before the date of the Prospectus) which are or may be deemed material have been entered
or to be entered into by our Company which are or may be deemed material and will be attached to the copy of the
Prospectus, delivered to the Registrar of Companies, for registration. Copies of the abovementioned contracts and also the
documents for inspection referred to hereunder, may be inspected online with Registrar of Companies and at the Registered
Office between 10 a.m. and 5 p.m. on all Working Days from the date of this Prospectus until the Issue Closing Date.
Also, the below-mentioned contracts and also the documents are available for inspection online at website of our Company
i.e. https://www.armoursecurities.com/
MATERIAL CONTRACTS
Material Contracts
1. Issue Agreement dated September 11, 2025 executed between our Company and the Book Running Lead Manager
to the Issue.
2. Agreement dated December 20, 2024, executed between our Company and the Registrar to the Issue.
3. Banker to the Issue Agreement dated December 24, 2025 amongst our Company, the Book Running Lead
Manager, Banker to the Issue, and the Registrar to the Issue.
4. Underwriting Agreement dated January 05, 2026 entered into between our Company and the Underwriters.
5. Market Making Agreement dated January 05, 2026 entered into amongst our Company, Book Running Lead
Manager and Market Maker.
6. Syndicate Agreement dated January 05, 2026 entered amongst our Company, the Book Running Lead Manager
and the Syndicate Members.
7. Tripartite Agreement dated March 05, 2024 entered amongst our Company, CDSL, and the Registrar to the Issue.
8. Tripartite Agreement dated March 07, 2024 entered amongst our Company, NSDL, and the Registrar to the Issue.
Material Documents
1. Certified True Copy of the Memorandum and Articles of Association of our Company as amended.
2. Certified True Copy of the Certificate of Incorporation dated August 27, 1999 issued by the Registrar of
Companies, NCT of Delhi and Haryana.
3. Certified True Copy of the Certificate of Registration of the Special Resolution Confirming Alteration of Object
Clause(s) dated January 27, 2021 issued by the Registrar of Companies, Delhi.
4. Certified True Copy of the Fresh Certificate of Incorporation dated May 03, 2024 issued by the Registrar of
Companies, CPC consequent upon conversion of our Company into a Public Limited Company.
5. Certified True Copy of the Certificate of Registration of the Special Resolution Confirming Alteration of Object
Clause(s) dated February 17, 2025 issued by the Registrar of Companies, Delhi.
6. Certified True Copy of the Extract of the Minutes of the Board Meeting of our Company held on August 28, 2024,
authorizing the Issue and other related matters.
3387. Certified True Copy of the Extract of the Minutes of the Annual General Meeting held on September 30, 2024
w.r.t. the Special Resolution passed by the shareholders of our Company authorizing the Issue and other related
matters.
8. Certified True Copy of the Extract of the Minutes of the Board Meeting of our Company held on September 12,
2025 taking on record and approving the Draft Red Herring Prospectus.
9. Certified True Copy of the Extract of the Minutes of the Board Meeting of our Company held on January 07, 2026
taking on record and approving the Red Herring Prospectus.
10. Certified True Copy of the Extract of the Minutes of the Board Meeting of our Company held on January 20, 2026
taking on record and approving the Prospectus.
11. The Restated Financial Information of our Company for the Stub period ended September 30, 2025 and Financial
year ended March 31, 2025, 2024 and 2023 dated December, 30, 2025.
12. The Statement of Special Tax Benefits available to the Company and its Shareholders December 30, 2025 issued
by M/s PDMS & Co., Chartered Accountants, the Statutory Auditor of our Company.
13. Certificate dated December 30, 2025. issued by M/s PDMS & Co., Chartered Accountants, the Statutory Auditor
of our Company certifying the Key Performance Indicators.
14. Consents in writing of (a) The Directors, The Promoter, The Company Secretary & Compliance Officer, Chief
Financial Officer, The Statutory Auditor, Key Managerial Personnel, (b) Book Running Lead Manager, Registrar
to the Issue, Bankers to the Company, Legal Advisor to the Issue to include their names in the Draft Red Herring
Prospectus, Red Herring Prospectus, Prospectus to act in their respective capacities.
15. Consent letter dated December 30, 2025 issued by M/s PDMS & Co., Chartered Accountants, the Statutory
Auditor to include their names as experts in relation to:
• The examination report dated December 30, 2025 on the Restated Financial Statement for the Company for the
period ended September 30, 2025 and financial years ended 31 March 2025, 31 March 2024 and 31 March 2023,
(“Restated Financial Statements”), which are prepared in accordance with the SEBI ICDR regulations, the
Companies Act, 2013 and the Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the
Institute of Chartered Accountants of India, and
• Report on the Statement of Possible Tax Benefits issued on December 30,2025, in accordance with the
requirements of the SEBI ICDR Regulations (examination reports and our report on the statement of possible tax
benefits as aforesaid, collectively referred to as ‘Reports’) and
• Certificate of Key Performance Indicators issued on December 30,2025.
16. Due Diligence Certificates dated January 06, 2026, addressed to SEBI from the Book Running Lead Manager.
17. In-principle approvals from the NSE for listing of the Equity Shares pursuant to their letters dated November 28,
2025.
18. Certified True Copy of the Extract of the Minutes of Extra Ordinary General Meeting held February 18, 2025
w.r.t the Special Resolution passed by the shareholders of our Company for the appointment of Mr. Arnima Gupta
as the Managing Director.
19. Certified True Copy of the Extract of the Minutes of Extra Ordinary General Meeting held February 18, 2025
w.r.t the Special Resolution passed by the shareholders of our Company for the appointment of Mr. Brij Bhushan
Gupta as the Whole Time Director.
Except as disclosed in this Prospectus, there are no other agreements/ arrangements and clauses / covenants which are
material and which needs to be disclosed or non-disclosure of which may have bearing on the investment decision.
339DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations, orders
and guidelines issued by the Government of India and the Regulations, orders & guidelines issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board
of India Act, 1992, as the case may be, have been complied with
and no statement made in the Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as amended and the
rules, regulations, orders and guidelines issued thereunder, as the case may be. I further certify that all statements in this
Prospectus are true and correct.
Signed by the Director of ARMOUR SECURITY (INDIA). LTD.
Sd/-
Arnima Gupta
Managing Director
DIN: 02212966
Place: Delhi,
Date: January 20, 2026
340DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations, orders
and guidelines issued by the Government of India and the Regulations, orders & guidelines issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board
of India Act, 1992, as the case may be, have been complied
with and no statement made in the Prospectus is contrary to the provisions of the Companies Act, 2013, the
Securities Contracts (Regulation) Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as
amended and the rules, regulations, orders and guidelines issued thereunder, as the case may be. I further certify that all
statements in this Prospectus are true and correct.
Signed by the Director of ARMOUR SECURITY (INDIA). LTD.
Sd/-
Brij Bhushan Gupta
Whole Time Director
DIN: 10954912
Place: Delhi,
Date: January 20, 2026
341DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations, orders
and guidelines issued by the Government of India and the Regulations, orders & guidelines issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board
of India Act, 1992, as the case may be, have been complied with and no statement made in the
Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956,
as amended, the Securities and Exchange Board of India Act, 1992, as amended and the rules, regulations, orders and
guidelines issued thereunder, as the case may be. I further certify that all statements in this Prospectus are true and correct.
Signed by the Director of ARMOUR SECURITY (INDIA). LTD.
Sd/-
Krishna Kumar Singh
Non-Executive Independent Director
DIN: 02854747
Place: Delhi,
Date: January 20, 2026
342DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations, orders
and guidelines issued by the Government of India and the Regulations, orders & guidelines issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board
of India Act, 1992, as the case may be, have been complied
with and no statement made in the Prospectus is contrary to the provisions of the Companies Act, 2013, the
Securities Contracts (Regulation) Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as
amended and the rules, regulations, orders and guidelines issued thereunder, as the case may be. I further certify that all
statements in this Prospectus are true and correct.
Signed by the Director of ARMOUR SECURITY (INDIA). LTD.
Sd/-
Shrikant Shriram Modak
Non-Executive Independent Director
DIN: 10353569
Place: Delhi,
Date: January 20, 2026
343DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations, orders
and guidelines issued by the Government of India and the Regulations, orders & guidelines issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board
of India Act, 1992, as the case may be, have been complied
with and no statement made in the Prospectus is contrary to the provisions of the Companies Act, 2013, the
Securities Contracts (Regulation) Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as
amended and the rules, regulations, orders and guidelines issued thereunder, as the case may be.. I further certify that all
statements in this Prospectus are true and correct.
Signed by the Director of ARMOUR SECURITY (INDIA). LTD.
Sd/-
Nilendra Kumar
Non-Executive Independent Director
DIN: 08887031
Place: Delhi,
Date: January 20, 2026
344DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations, orders
and guidelines issued by the Government of India and the Regulations, orders & guidelines issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board
of India Act, 1992, as the case may be, have been complied
with and no statement made in the Prospectus is contrary to the provisions of the Companies Act, 2013, the
Securities Contracts (Regulation) Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as
amended and the rules, regulations, orders and guidelines issued thereunder, as the case may be. I further certify that all
statements in this Prospectus are true and correct.
Signed by the KMP of ARMOUR SECURITY (INDIA). LTD.
Sd/-
Subodh Jindal
Chief Financial Officer
Place: Delhi,
Date: January 20, 2026
345DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations, orders
and guidelines issued by the Government of India and the Regulations, orders & guidelines issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board
of India Act, 1992, as the case may be, have been complied
with and no statement made in the Prospectus is contrary to the provisions of the Companies Act, 2013, the
Securities Contracts (Regulation) Act, 1956, as amended, the Securities and Exchange Board of India Act, 1992, as
amended and the rules, regulations, orders and guidelines issued thereunder, as the case may be. I further certify that all
statements in this Prospectus are true and correct.
Signed by the KMP of ARMOUR SECURITY (INDIA). LTD.
Sd/-
Shakshi Mishra
Company Secretary & Compliance Officer
Place: Delhi,
Date: January 20, 2026
346