Armour Security India Ltd

This section provides an overview of the macroeconomic environment, detailing projections for global economic growth, inflation, and various risks. It discusses how recent developments, such as tariff discussions and financial conditions, have impacted global markets. Furthermore, it shifts focus to India's economic trajectory, noting its rise in global economic ranking and projections for future GDP growth. The market overview highlights India's robust expansion driven by domestic demand and trade, alongside improvements in its external economic position.

The provided section discusses various economic and governmental developments in India, including FDI inflows, foreign exchange reserves, investment trends, and sector-specific performance indicators. It also covers recent government initiatives aimed at boosting the economy, such as R&D funding, investment caps, and various schemes to support various sectors and infrastructure. Furthermore, the text delves into the outlook for the private security market in India, noting its rapid expansion, the challenges faced by smaller agencies, and the need for increased quality and transparency in service delivery.

The text discusses the recruitment and staffing industry, which involves identifying, selecting, and placing employees for various roles, including temporary staffing, contract placements, and permanent recruitment. The market is expanding due to factors like the rising youth population and the demand for cost-effective hiring solutions. Key drivers include job opportunities in sectors like BFSI and IT, as well as the impact of digitization and financial inclusion. Restraints on the market include rising operational costs and margin pressure. The COVID-19 pandemic caused dynamic changes, shifting the focus towards remote work and digital recruitment solutions. The analysis further details regional dynamics, showing North America as the dominant market, while highlighting growth in the Asia Pacific region.

This section discusses the benefits of technology in staffing and recruiting, focusing on improved efficiency, enhanced candidate screening, and increased client satisfaction. It also addresses ethical considerations related to AI and data privacy in recruitment. Furthermore, the text provides an overview of the Facility Management (FM) services market, noting its projected growth and the role of cloud computing in facilitating secure, scalable solutions. The market is segmented by service type and end-use industry, with hard services dominating, and various segments showing growth based on industry trends and regional dynamics.

Armour Security (India) Limited provides comprehensive and customized services across India, including security, facility management, and recruitment and staffing solutions. The company has over two decades of operational experience in delivering private security, housekeeping, fire-fighting, and security training. Their offerings are developed through detailed on-site assessments to meet client operational, safety, and regulatory requirements. The company also offers ancillary services such as event support and branding content creation, indicating a consultancy-oriented approach. Armour Security (India) Limited serves various sectors by providing integrated services to government departments, PSUs, development agencies, and private enterprises.

The company provides integrated security and allied services across India, targeting various client segments including corporate houses, industrial units, government bodies, and residential complexes. The business model focuses on delivering reliable, technology-enabled, and cost-efficient security solutions. Services are broadly categorized into Manpower Services, which include private security guards, other manpower and supervision services, and comprehensive facility management services. These services are tailored to meet specific client needs through various skill sets and technological integrations.

The company's revenue streams are broadly categorized into Government Contracts and Non-Government Contracts, with Government contracts comprising 54% of the revenue. Revenue is geographically distributed across various Indian states, and the company relies on certificates from Statutory Auditors for revenue details. The company's operational processes cover service development, supply chain management, customer relationship management, financial management, human resources, and operations and quality control. The company owns certain machinery and equipment for security and housekeeping services, and it follows a comprehensive risk management framework. Competitive strengths include a diversified service portfolio, deep industry expertise from the promoters, integrated technology infrastructure, and compliance certifications like ISO and PSARA.

The company emphasizes a customer-centric approach focused on retention through service excellence, robust relationship management, and rigorous quality control. Key business strategies include extensive employee training to develop both technical and interpersonal skills, adherence to global quality certifications, and a cross-marketing approach to showcase the full range of services. The company is also exploring the integration of drone-based surveillance services for security operations and plans to establish training centers for manpower agencies. Operationally, the company intends to invest in an ERP system to improve resource management and deployment flexibility.

This section details various aspects related to the company's operations, including properties owned or leased, insurance policies, intellectual property, corporate social responsibility status, and the regulatory framework applicable to its business in India. It outlines the types of agreements for properties, the insurance coverage obtained, and the legal statutes such as the Companies Act, Contract Act, MSME Act, PSARA, and various tax and labour laws that govern its activities.

This section details various Indian laws that govern aspects of the business, including labour regulations, property transfer, stamp duty, trademark protection, copyright, and patent rights. It also mentions that the company is subject to several other central and state laws concerning its operations. Furthermore, it provides information on the company's history, including its incorporation and conversion to a public limited company, as well as details regarding its registered office and major milestones achieved through contracts awarded over several years.

This section primarily addresses various corporate governance and operational stability matters. It confirms that there have been no material changes to the company's activities since its incorporation, no defaults or rescheduling of borrowings from financial institutions, or lockouts and strikes. Furthermore, the company has not entered into any other material agreements with strategic partners, joint venture partners, or financial partners beyond the ordinary course of business. Finally, it states that the company currently has no strategic partners and no other financial partners apart from those undertaken in the ordinary course of business.

The definitions section specifies that references to the Company or Issuer generally pertain to Armour Security (India) Ltd., which was formerly Armour Security (India) Private Limited. The company was incorporated under the Companies Act, 1956, and its registered office is located in New Delhi. The definitions also identify the promoters and the promoter group, and clarify which definitions prevail in case of inconsistency with other documents.

This section details the various aspects of the company's capital structure, including the authorized and issued share capital, the process for a recent public issue, and the history of share allotments. The company has only one class of equity shares, and all issued shares are fully paid-up. The section outlines the structure of the recent public issue, including allocations to different investor categories, and provides a detailed history of past share issuances, including various allotments through subscription, bonus issues, rights issues, and preferential allotments.

This section details the company's shareholding pattern as per Regulation 31 of SEBI LODR Regulations, presenting various categories of shareholders and the corresponding number of shares held. The promoter group holds a significant portion of the equity, and the document provides historical details on the buildup of promoter shareholding since incorporation through various allotments, transfers, and issues. Furthermore, it clarifies that no public issue has been made since incorporation and outlines the company's current stance on altering its capital structure.

The section details the shareholding of the Promoters and the Promoter Group as of the date of the Prospectus. The Promoter shareholding is broken down by Vinod Gupta and Arnima Gupta, with each holding representing 48.40% of the equity shares. There are no details provided regarding share acquisitions or sales by the Promoter/Promoter Group within the preceding six months. Furthermore, the section discusses secondary transactions, noting that the company is not privy to such transactions and no such transactions were found between March 3, 2022, and the date of the prospectus. Finally, details are provided regarding promoter contributions and lock-in periods as per SEBI (ICDR) Regulations.

The issue involves raising funds for several purposes, including working capital, capital expenditure, debt repayment, and general corporate purposes. The gross proceeds from the fresh issue were estimated at ₹ 2,650.50 lakhs, with net proceeds calculated after deducting issue-related expenses. The company intends to deploy these net proceeds according to an estimated schedule across fiscal years, with a majority of the funds proposed to be utilized by March 31, 2026.

The section details various assumptions and justifications related to working capital projections, primarily focusing on trade receivables and payables cycles. The company anticipates that the credit terms for trade receivables will be maintained between 80 to 90 days, with a potential increase to 90 to 100 days for government contracts. The infusion of working capital is intended to secure additional contracts, which may involve upfront investments like Earnest Money Deposits (EMD) or performance guarantees. Furthermore, the business model involves timing gaps between outflow for salaries and inflow from clients, which contributes to higher working capital needs. The company also plans to expand into technology-enabled services, necessitating pre-operational investments for training and certification.

The section details various aspects related to the company's financial position, working capital, and the proposed utilization of funds from the IPO. It covers provisions, working capital gaps, the intended use of funds for acquiring machinery and vehicles, and plans for future technological investments. The company intends to use a significant portion of the IPO proceeds for procuring necessary security equipment to support its new business segment.

The company intends to utilize the net proceeds for various purposes, including the repayment or refinancing of existing borrowings, which is capped at ₹300 lakh. The utilization of funds towards debt repayment is subject to various factors and potential revisions based on the business cycle. Furthermore, the company confirms that prepayment penalties, if applicable, will be funded from the net proceeds, with any shortfall covered by internal accruals. The section details various loans, their outstanding amounts, and the purpose for which the disbursed loan amount was used. For general corporate purposes, the proposed utilization of issue proceeds is restricted to 15% of the gross proceeds or ₹1,000.00 lakhs, whichever is lower, with the Board having flexibility to apply the balance towards working capital, capital expenditure, and other approved purposes.

The section details the estimated expenses related to the Issue, which include various components such as underwriting fees, advertising, and legal costs. These expenses represent a significant portion of the total issue size, with Issue Management Expenses accounting for 52.78% of the total expenses. The document also outlines the proposed year-wise deployment of funds from the net proceeds, which includes provisions for working capital, capital expenditure, debt repayment, and general corporate purposes. Furthermore, it clarifies that no funds have been deployed to date and discusses the temporary investment of net proceeds and monitoring procedures.

This section details various financial metrics and Key Performance Indicators (KPIs) relevant for determining the Issue Price. It includes comparisons with listed industry peers, key financial performance indicators such as revenue, EBITDA, PAT, and various efficiency and leverage ratios. These KPIs have been approved by the Audit Committee and certified by Chartered Accountants. The data presented covers performance over different financial years and periods, providing insight into the company's operational and financial health.

This section details various financial ratios and acquisition cost calculations, including Return on Equity, Return on Capital Employed, Debt to Equity ratio, and Current Ratio. It also outlines procedures for calculating the weighted average cost of acquisition for different periods and transactions, including primary and secondary issuances. Furthermore, it discusses the issue price determination and the price band for equity shares, along with disclaimers regarding the factors that might affect the trading price.

This section details the statement of possible special tax benefits available to Armour Security (India) Limited and its shareholders under various Direct and Indirect Tax Laws. It clarifies that there are no special tax benefits available under Direct Tax Laws except for those provided under normal provisions. Similarly, there are no special tax benefits available under Indirect Tax Laws except for those provided under normal provisions. Furthermore, there are no special tax benefits available to the shareholders under these Tax Laws.

The document presents financial statements for the Company and its subsidiary, Armour Security (India) Limited, covering fiscal years from 1999 to 2025. It details a significant increase in Net Profit and Return on Net Worth for the Company, while highlighting a substantial rise in the weighted number of equity shares for the subsidiary due to a bonus issue. The financial statements also include detailed calculations for EBITDA, EBITDA margins, and Net Asset Value per share, which have been adjusted for bonus impact.

The document presents a restated statement of capitalization for Armour Security (India) Limited, detailing its post-issue financial position. The company holds significant long-term debt totaling 601.09 and shareholders' funds of 2,133.62, resulting in a debt-to-funds ratio of 0.28. The financial data is presented in Lakhs, with the firm number 019621C and a UDIN for verification purposes.

The document provides a schedule of deferred tax assets and adjustments for the period from March 2023 to September 2025, detailing opening balances, timing differences related to depreciation and gratuity, and the resulting closing balances. The table lists specific figures in Lakhs for each date, showing a fluctuation in the total timing differences and a net adjustment during the year. The section concludes with the closing deferred tax balance of 20.74 Lakhs as of September 30, 2025, and includes signatures from the Board of Directors and the Company Secretary.

The document outlines the company's related party transactions for the period ending March 31, 2025, directing readers to page 217 for detailed disclosures. It also provides a management discussion and analysis covering the company's overview, significant developments, factors affecting operations, accounting policies, and key performance indicators. The section includes a table of financial data for the period ended September 30, 2025, and the financial year ended March 31, 2025, along with percentage breakdowns of income and expenses.

The document details the breakdown of employee benefit expenses, finance costs, depreciation and amortization, other operational expenses, and tax expenses as percentages of total income for the period ended September 30, 2025, and prior years. It highlights that employee benefit expenses were the largest category, followed by other expenses and tax expenses, while finance costs and depreciation were negligible. The section concludes by presenting specific financial performance highlights for the six months ended September 30, 2025, including total income of ₹1969.3 Lakhs and other income of ₹1.45 Lakhs.

The document details the company's financial performance for the period ended September 30, 2025, highlighting revenue from operations of ₹1967.85 Lakhs, employee benefits expenses of ₹1415.81 Lakhs, and finance costs of ₹34.42 Lakhs. It also notes depreciation and amortization of ₹8.58 Lakhs and other expenses totaling ₹122.35 Lakhs, resulting in a restated profit before tax of ₹388.14 Lakhs and after tax of ₹290.45 Lakhs. A comparative analysis shows total income increased by 10.45% to ₹3,656.04 Lakhs in FY 2025, primarily driven by a revenue from operations growth of 8.27% to ₹3,565.54 Lakhs.

The document details the financial performance of the company for Fiscal Year 2025, highlighting a 51.79% increase in profit before tax driven by higher revenue from government and institutional projects. While employee benefit expenses rose marginally to ₹2,765.86 Lakhs, finance costs surged significantly by 187.25% due to working capital loans. The company achieved a 14.52% profit before tax margin, which improved from 10.57% in the previous year, despite a 9.55% increase in other expenses.

The document details the financial performance of the company, highlighting a 14.17% increase in revenue from operations to ₹3,293.29 Lakhs in FY2024, driven by successful tender procurement. Other income rose by 35.13% to ₹16.81 Lakhs, primarily due to higher bank balances. Employee benefit expenses increased by 8.65% to ₹2,649.57 Lakhs, mainly from higher salaries and wages linked to new projects. Finance costs surged by 250.14% to ₹12.08 Lakhs due to increased working capital loans. Depreciation and amortization expenses grew by 15.43% to ₹22.22 Lakhs from new office cars. Other expenses jumped by 105.97% to ₹276.43 Lakhs, including recurring tender fees and non-recurring costs like compliance interest and professional charges. Despite these increases, profit before tax grew by 16% to ₹349.80 Lakhs, maintaining a margin of 10.62%.

The section outlines the company's exposure to financial market risks, including interest rate, inflation, and credit risks, while detailing its liquidity management strategies. It notes that credit risk is negligible due to the company's reliance on government entities and healthy collection records. The document also addresses economic changes and known trends that could materially affect revenue or income, stating there are no other significant uncertainties beyond those previously disclosed.

The document states that no future relationship between expenditure and income is expected to have a material adverse impact on operations. It provides revenue bifurcation data for manpower services, security, and facility management for the years ended September 30, 2025, 2024, and 2023. The company has not announced any new products or business segments. The business is not seasonal as services are provided throughout the year. The top five customers contributed 59.87% of revenue in the current year, while the top ten contributed 75.44%. The top five customers contributed 63.85% of revenue in the previous year, while the top ten contributed 76.48%.

The section states that the company's competitive conditions are described elsewhere in the document under the 'Competition' heading on page 162. It also notes that specific details regarding the top five or ten customers were obtained through a certificate issued by the Statutory Auditors, M/s PDMS AND CO., on December 30, 2025.

The document details outstanding loan facilities from Tata Capital Financial Services Limited and Deutsche Bank, including a vehicle loan secured against a motor vehicle and a working capital loan secured against property. It also lists an unsecured overdraft facility from Tata Capital Financial Services Limited with a delayed payment interest rate of 24% p.a. and foreclosure charges applicable. The text provides specific terms such as monthly installments, interest rates, and security details for each facility.

The document outlines the criteria under which legal proceedings are classified as 'material' for disclosure, including thresholds based on the aggregate amount involved relative to average profit/loss after tax, revenue from operations, and net worth. It also specifies that outstanding dues to creditors exceeding 10% of total trade payables are designated as 'Material Dues' for the Company. The section notes that the Board has the authority to determine materiality thresholds for future financial years if litigation outcomes could materially impact the company's business or reputation.

The document details a non-compliance adjudication regarding the inadvertent signing of FY 2019-20 financial statements, which is currently awaiting an order from the Registrar of Companies. Additionally, it lists four distinct civil suits filed by the Company against various entities for recovery of dues related to manpower and security services, with amounts ranging from approximately ₹1.47 lakh to ₹1.58 lakh, all pending adjudication.

The section states that no material developments occurred since the last audited balance sheet, with the exception of a specific disclosure regarding dues to other creditors. The document lists the total amount of these dues as 30,000 and the total amount of other creditors' dues as 15,630. These figures are presented as material developments that must be disclosed under the Management Discussion and Analysis chapter.

The document details intellectual property approvals for the company, including a registered trademark application for 'ARMOUR SECURITY (INDIA) PVT. LTD' and a formalities check for 'ARMOUR SECURITY (INDIA) LTD'. It also lists domain name registrations for www.armoursecurities.com and www.armoursecurities.in, with the latter having an IANA ID of 303 and a creation date of February 23, 2015, valid until July 21, 2026.

The document confirms that the company has obtained all necessary board and shareholder resolutions, government approvals, and listing permissions from the NSE. It explicitly states that the company, its promoters, and directors are not defaulter or fraudulent borrowers, nor are they prohibited from accessing the capital market. The company is eligible for the issue as an unlisted issuer with post-issue capital between ten and twenty-five crores rupees. The prospectus confirms that the company is fully paid-up, all securities are dematerialized, and the company has entered into agreements with depositories and market makers.

The document confirms the company's eligibility for the NSE SME Platform by detailing its incorporation history, post-issue paid-up capital of ₹1687 Lakhs, and track record of over three years. It highlights financial performance, reporting operating profits above ₹1 crore in two of the three preceding years and maintaining positive free cash flow to equity. The text explicitly states that the company has no regulatory or disciplinary actions, no winding-up petitions, and no admission of proceedings under the Insolvency and Bankruptcy Code. Additionally, it confirms that the company has not been referred to the Board for Industrial and Financial Reconstruction and that the IPO application was returned by NSE for non-compliance with adjudication pending.

This section outlines the legal liabilities for impersonation of a company under Section 38 and Section 447 of the Companies Act, 2013, requiring applicants to use genuine names and prohibiting multiple applications. It details the consents required from directors, auditors, and underwriters to act in their respective capacities, which must be filed with the Registrar of Companies. The document confirms that the Company has no outstanding debentures, bonds, or convertible instruments, and explicitly states that it has not undertaken any previous public or rights issues in the last five years.

The document outlines the process for investors to file grievances regarding the IPO, directing them to the Registrar to the Issue for routine matters and the SCSBs for ASBA-related issues. It specifies that the Company estimates a fifteen-day turnaround time for routine complaints but will expedite non-routine cases involving external agencies. The text provides contact details for the Compliance Officer, Ms. Shakshi Mishra, and confirms the absence of pending investor complaints during the three years prior to the prospectus date.

The document states that the Company has not sought any exemptions from complying with securities laws. It provides a table detailing the SME IPOs and Main Board IPOs, including issuer names, issue sizes, issue prices, listing dates, and percentage changes in closing prices and benchmark indices over 30, 90, and 180 days from the listing date. The data also includes a summary statement of disclosure regarding the number of IPOs trading at discount or premium on specific calendar days from the listing date for the years 2023-24, 2024-25, and 2025-26.

The document outlines the legal framework governing the equity issuance, stating that the shares are subject to the Companies Act, SEBI regulations, and the company's own Memorandum and Articles of Association. It details the payment of dividends, which will be made in cash as per the Companies Act 2013 and Articles of Association, with interim dividends subject to Board approval. The document also specifies that the Equity Shares rank pari-passu with existing shares regarding dividends and corporate benefits. Finally, it lists the rights of Equity Shareholders, including the right to receive dividends, annual reports, attend general meetings, and exercise voting rights.

The document outlines provisions regarding joint equity holding, nominee nomination rights under Section 72 of the Companies Act, 2013, and the Company's right to withdraw the issue before the allotment date. It specifies that nominees can elect to register as holders or transfer shares, with a 90-day compliance period for dividends. The text also notes that since shares are allotted in dematerialized form, separate nominations are not required, and withdrawal after the closing date is permitted only if a fresh offering is undertaken.

The document outlines the timeline for the IPO of 274 equity shares, with bids opening on January 14, 2026, and closing on January 19, 2026. The trading of shares is expected to commence on January 22, 2026, subject to SEBI timeline revisions. The issue is fully underwritten with a minimum bid size of two lots above ₹2 lakhs. Applicants must submit their forms between 10:00 a.m. and 5:00 p.m. IST, with a deadline of 3:00 p.m. IST on the closing date. The equity shares will be allotted in dematerialized form only, and the minimum subscription amount is not restricted by the underwriting agreement.

The Equity Shares are not registered or listed in any jurisdiction outside India and cannot be issued or sold there except in compliance with local laws. The document outlines the mandatory procedure for publishing a pre-Issue advertisement in three specific newspapers: one widely circulated English national daily, one widely circulated Hindi national daily, and one regional newspaper with wide circulation where the Registered Office is located. The Company and its Book Running Lead Manager explicitly disclaim responsibility for the completeness and accuracy of the information provided in the advertisement.

The document outlines a Draft Red Herring Prospectus for an Initial Public Offering (IPO) of up to 46.5 lakhs equity shares at ₹57 per share, with a total aggregate value of ₹2,650.50 lakhs. The offering is structured through a Book Building process involving a Market Maker Reservation Portion and a Net Issue to Public. The Market Maker Reservation Portion is allocated to designated Market Makers, while the Net Issue is distributed among QIBs, Individual Investors, and Mutual Funds based on specific lot size and subscription criteria.

The document outlines the application and allotment rules for the SME Platform issue, specifying that bids must be submitted exclusively through the ASBA process, with specific exceptions for Anchor Investors. It details the minimum bid size as 2,34,000 Equity Shares of ₹10 each, which must be multiples of 2,000, and the maximum bid size as 2,000 Equity Shares, subject to market maker discretion and SEBI ICDR Regulations. The allocation process is restricted to dematerialized form, and payment terms require the bid amount to be blocked by SCSBs or via the UPI mechanism.

The document outlines the subscription process for a new equity issue, specifying that allocation follows SEBI regulations and that the minimum bid amount is ₹1,0. It details the financial obligations of anchor investors, the requirements for joint bids, and the procedure for withdrawing applications before the issue closes. The text also mentions that FPIs with the same PAN may be treated as a single bid, and reserves the right to withdraw the issue before the Board meeting without assigning reasons.

The document outlines the finalization of the bid closing date for the January 19, 2026 issue, with bids accepted between 10:00 AM and 5:00 PM IST. It details the standard cut-off times for accepting applications, which vary based on the applicant type (individual vs. non-individual) and the time of day. The text clarifies that bids not uploaded will be rejected and specifies that the process will only occur on working days. It also references the General Information Document for further details on investor categories, issue size limits, and payment instructions.

The document outlines the ASBA process for issuing equity shares, specifying that applicants must submit applications through designated branches of SEBI-notified SCSBs, NSE-notified DP/RTA/Stock Brokers, and Emerge Platform. It details compensation mechanisms for delays in unblocking funds, referencing a SEBI circular from March 2021 regarding investor grievances. The text also lists the specific banks and intermediaries notified by SEBI and Emerge Platform and includes a disclaimer that the information may not be complete or accurate. Finally, it explains the phased implementation of the UPI payment mechanism, which aims to reduce listing timelines from six to three working days, with Phase I running from January 2019 to March 2020.

The document outlines the book building procedure for issuing 25% of the post-Issue paid-up equity share capital under Regulation 229(2) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. It details the allocation of the issue to QIBs, including specific percentages for domestic mutual funds, anchor investors, and non-institutional bidders, with provisions for spill-over under-subscription. The text also specifies that equity shares will be traded only in the dematerialized segment and mandates the submission of depository account details for all applicants.

The document outlines the ASBA (Application by Subscription in the Book) process for the company's IPO, requiring all applicants to use the specified Application Form and adhere to the ASBA process. It distinguishes between Anchor Investors and other Bidders, mandating that non-Anchor Investors participate exclusively through ASBA, while Anchor Investors are restricted from using the ASBA mechanism. The process involves submitting bids via physical or electronic forms at designated intermediaries or through UPI mechanisms for individual investors, with strict requirements for bank account details or UPI IDs. The text emphasizes that ASBA Forms must bear the stamp of a Designated Intermediary and that applications using third-party bank accounts or UPI IDs linked to third parties will be rejected. Additionally, the document notes that SCSBs must maintain sufficient credit balances to block funds and will send SMS alerts to investors regarding blocked or unblocked bid amounts.

The document outlines mandatory ASBA (Application by Sale Before Allotment) procedures for investors applying for equity shares, requiring compulsory application through the ASBA process as per SEBI circulars. It specifies color-coded application forms for different investor categories, mandates the use of depository accounts for physical allotment, and details the electronic bidding system requirements for both UPI and non-UPI mechanisms. The text emphasizes that applications must be submitted via designated intermediaries or directly to SCSBs, with strict rules regarding fund blocking and the use of unique application numbers.

The document outlines the liability structure for UPI Bidders in case of failed transactions, assigning responsibility to the Sponsor Bank, NPCI, or the issuing banks. It mandates that the NPCI share audit trails of disputed transactions and complaints with the Sponsor Bank for analysis and liability fixing. The text also specifies that processing fees for UPI Bidders are only released after the banks confirm compliance with UPI Circulars. Additionally, the Sponsor Bank is required to reconcile bid responses with the Stock Exchange and NPCI, ensuring detailed error codes are provided. Furthermore, the Sponsor Bank must host a web portal for intermediaries to monitor performance and network latency during the bidding lifecycle.

The company has five directors on the Board, including one Managing Director, three Non-Executive Independent Directors, and one Whole Time Director. The key personnel detailed include Mrs. Arnima Gupta as the Managing Director, Mr. Brij Bhushan Gupta as a Whole Time Director, and three Non-Executive Independent Directors: Mr. Krishna Kumar Singh, Mr. Shrikant Shriram Modak, and Mr. Nilendra Kumar. The document also outlines various confirmations regarding the relationship and conduct of the directors, as well as the remuneration structure for the directors.

The company outlines various provisions regarding director remuneration, sitting fees, and payments to officers, stating that payments are generally limited to remuneration for services rendered. The company has adopted several policies, including those related to corporate governance, insider trading, and related party transactions. The Board structure includes various committees, such as the Audit Committee, which is constituted in accordance with SEBI (LODR) Regulations. The company is committed to good corporate governance practices and compliance with applicable laws.

The section details various responsibilities assigned to the Audit Committee, which cover oversight of financial reporting, auditor appointments, review of financial statements, and transactions with related parties. It also outlines functions related to the Stakeholders’ Relationship Committee, which is tasked with addressing shareholder grievances. Furthermore, the text describes the constitution of a Nomination and Remuneration Committee to formulate criteria for director qualifications and determine remuneration policies for key managerial personnel. The section concludes by listing the Key Managerial Personnel (KMPs) of the company and providing brief profiles and tenure details for each.

This section details the Key Managerial Personnel (KMPs) of the company, including their equity share holdings, remuneration, and various financial arrangements. It specifies the remuneration paid to KMPs for the financial year ended March 31, 2025, and clarifies that the KMPs are permanent employees on the company's payroll. Furthermore, the company confirms that there are no performance-linked bonus or profit-sharing plans, contingent or deferred compensation payable to KMPs, or outstanding loans against them. The section also addresses the interest of KMPs in the company and details changes in key managerial personnel over the last three years.

The promoters of the company are Mr. Vinod Gupta and Mrs. Arnima Gupta, who collectively hold 85.69% of the Pre-Issue Issued, Subscribed and Paid-up Equity Share Capital. Mr. Vinod Gupta has extensive experience in the manpower industry, holding various leadership roles in the company, and has faced a disqualification from the Registrar of Companies for non-filing of annual returns in certain companies. Mrs. Arnima Gupta has significant experience in the manpower industry and is responsible for overall company management, including strategy and risk management. The company's promoter group includes several family members and entities, and the promoters have disassociated from Armour IT Solutions Private Limited.

The company identified one Group Company, which is Viarn Infrastructure Private Limited. This company was incorporated on July 07, 2009, and its Board of Directors includes Mr. Vinod Gupta and Mrs. Arnima Gupta. The company's financial information is available on the company's website. Several confirmations were provided stating that the Group Companies' securities are not listed on any stock exchange, they have not made public or rights issues in the preceding three years, and no defaults have been found with statutory or bank dues. Furthermore, there are no outstanding litigation involving the Group Companies, and no conflict of interest exists between third-party service providers and the Group Companies. The company also disclosed its dividend policy, noting that no final or interim dividends have been paid in the last three financial years.

The document confirms that the Promoters of the company have no other interests in the business other than as Promoters, have not paid any benefits to themselves or their group in the last two years, and are not engaged in common pursuits. It further details that the Promoters have not disassociated themselves from any companies during the preceding three years and lists the specific entities comprising the Promoter Group, including subsidiaries and family firms. Finally, it identifies Viarn Infrastructure Private Limited as the sole Group Company, noting its registration details and confirming that its securities are not listed and it has no defaults.

The document confirms that the Group Companies have no outstanding litigation, no conflicts of interest with third-party service providers, and no interests in promoting the Company or acquiring properties. There are no related party transactions between the Company and its Group Companies, nor are there any common pursuits or business interests between them. Additionally, no payments of benefits have been made to the Group Companies during the specified financial years.

The document confirms that none of the company's promoters, promoters' relatives, or group companies have been prohibited from accessing the capital market, refused listing, or declared as wilful defaulters by regulatory authorities like SEBI or the RBI. It further states that there are no pending violations of securities laws or proceedings against these entities, ensuring compliance with listing and market access regulations.

The document outlines the dividend policy for the company, stating that dividends are declared by the Board after shareholder approval and can be paid from current or retained profits. The Board considers various internal and external factors, including financial performance, capital requirements, and legal restrictions, before recommending dividends. The company explicitly states that it has no formal dividend policy for equity shares and has not paid or declared any dividends in the last three financial years, with the ability to pay dividends depending on future earnings and financial conditions.

This section details various rules concerning the investment process, including eligibility criteria for different types of bidders, the procedure for submitting bids, and the handling of different price levels. It specifies minimum and maximum application sizes for individual bidders and non-institutional applicants, outlines the bid period duration, and governs how bids are processed through the Book Running Lead Manager and SCSBs. Furthermore, it covers specific provisions for Anchor Investors, including minimum bid amounts and allocation limits, and rules regarding the participation of promoters and related parties.

This section details various restrictions and conditions concerning who can bid for the issue of shares, categorized by the type of investor. It outlines specific rules for Eligible NRIs regarding their participation, including limits on total holding based on repatriation or non-repatriation, and requirements for filing declarations with the RBI. The text also specifies rules for associates and promoters related to the Book Running Lead Manager, defining certain rights related to the Board. Furthermore, it sets out criteria for FPIs, including holding limits and requirements for submitting registration certificates. Different investor categories, such as Mutual Funds, Insurance Companies, and various funds, have distinct investment limits and documentation requirements.

This section details various procedural and regulatory aspects related to the issuance process, including investment limits for banking companies, rules for Self Certified Syndicate Banks (SCSBs), and the mechanics of applications. It outlines the process for sending confirmation notes (CAN) to bidders, the requirements for applications supported by blocked amounts (ASBA), and the timelines for the issue period. Furthermore, it specifies rules regarding the acceptance, rejection, and handling of applications, including provisions for withdrawal of bids and the allocation of shares based on demand and regulatory guidelines.

This section details various procedural requirements and instructions for investors submitting bids for the equity shares, covering aspects such as bid validity, documentation requirements, and technical rejections. It outlines rules regarding bid amounts, submission methods, and compliance with various regulations. Specific instructions are provided for different types of bidders, including joint bids, and stipulations regarding the handling of funds and documentation to ensure a smooth allotment process.

This section details various compliance checks for bids, including issues with mismatched account details and adherence to securities laws. It outlines procedures for allocation based on SEBI (ICDR) Regulations, including handling of under-subscription and over-subscription scenarios. Specific rules govern how shares are allotted to different investor categories such as Individual Investors, Non-Institutional Investors, and Qualified Institutional Buyers (QIBs), involving proportionate allotment, rounding to multiples of 2,000 shares, and adjustments for oversubscription. Furthermore, there are specific provisions for allocating shares to Anchor Investors and procedures for handling discrepancies between the Issue Price and the Anchor Investor Allocation Price.

This section details various procedural aspects related to the issuance and allotment of equity shares, including the role of the Designated Stock Exchange in finalizing the basis of allotment. It outlines the process for issuing allotment advice, the timeline for share credit, and the procedures for handling bid cum application forms. Furthermore, it specifies requirements for bidder documentation and outlines the company's undertakings regarding the timely completion of listing formalities and the handling of funds.

The provisions detail various restrictions and rights concerning the issuance and transfer of equity shares. Restrictions exist regarding who can invest, including requirements for government approval for certain investors and limitations on the sale of shares to ineligible persons. The Articles also outline procedures for share certificates, including provisions for replacement if certificates are damaged or lost. Furthermore, the company retains a lien on shares for outstanding amounts, and there are specific rules governing calls made on members for unpaid amounts, including provisions for interest on defaults.

This section details various provisions concerning the transfer, forfeiture, and capitalization of shares, as well as rules governing general meetings and voting rights. It outlines conditions for recognizing share transfers, procedures for dealing with the death or insolvency of a member, and the process for forfeiting shares due to non-payment of calls. Furthermore, it specifies rules for increasing or changing the share capital, the treatment of converted stock, and the capitalization of profits for distribution among members.

The provisions detail the composition and powers of the Board of Directors, including the initial directors and rules regarding director remuneration and expenses. The Articles grant the Board the power to appoint additional directors, subject to a maximum strength limit, and specifies the tenure for such appointments. The section also covers procedures for Board meetings, including voting majority and casting votes, and the ability of continuing directors to act in case of vacancies. Furthermore, it outlines rules for the sealing of company instruments and various provisions concerning dividends, reserves, and the payment of amounts due on shares.

This section primarily details the certification and compliance aspects related to the drafting and filing of the Draft Red Herring Prospectus, including various minutes of board and general meetings, and the certification of financial information and tax benefits. It also includes declarations from various directors confirming compliance with relevant laws and the accuracy of the statements made in the Prospectus.

The provided section consists entirely of declarations certifying compliance with various laws and regulations, including the Companies Act, 2013, and guidelines from the Government of India and the Securities and Exchange Board of India. These declarations are signed by different officers of ARMOUR SECURITY (INDIA). LTD., including a Non-Executive Independent Director, the Chief Financial Officer, and the Company Secretary & Compliance Officer. The text confirms that the Prospectus statements have been made in compliance with these legal frameworks and that all statements within the Prospectus are true and correct.