1. The Company has passed through an incidence of litigation involving dispute inter-se its Promoters, namely Mohit Vohra, Amit Dhawan, Rupinder Singh, Aikjot Singh, Vishesh Abrol and Vivek Abrol, along with Mohan Krishan Abrol, Vipin Abrol and Parminder Kaur to remove Amrit Singh Randhawa and Rajbir Singh Randhawa from the Board of the Company on charges of carrying out certain competing activities in a company controlled by them (i.e. International Switchgears Private Limited) that poses a conflict of interest to the Company. The matter was escalated to NCLT and subsequently the same was amicably settled between the Promoters and Promoter Group and a settlement agreement was executed. Its cannot assure that such instance will not occur in future, which may adversely affect its business prospects and results of operations.
2. The Company, alongwith Vivek Abrol, Promoter & Director of the Company and Mohan Krishan Abrol
have filed a settlement application under Securities and Exchange Board of India (Settlement
Proceedings) Regulations, 2018 for delayed compliance under Regulation 54 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Any adverse outcome in relation to such settlement application may impact its reputation.
3. Its business is dependent on the company single manufacturing facility, and its subject to certain risks in its manufacturing process. Any slowdown or shutdown in the company manufacturing operations could have an adverse effect on its business, financial condition and results of operations.
4. The markets in which its customers operate are characterized by sector specific to the industries which the company cater to, and their rapidly changing preferences, technologies and other related factors including lower manufacturing costs. Accordingly, its may be affected by any disruptions in the industry which can adversely impact the company business, financial condition, results of operations, cash flows and prospects.
5. The company has only recently expanded its operations into Train Control Systems and it may be difficult to predict and evaluate its performance and future prospects, for which a substantial portion of the Net Proceeds of the Issue shall be deployed since the company is yet to be awarded any contracts. Its Promoters also does not have significant background or experience in the train control systems segment under the railways industry. If the company cannot scale its business or manage its businesses effectively or are unable to successfully implement its strategies, the quality of its product and services and the company results of operations could be adversely affected.
6. The Company has received a purchase order on December 12, 2024 from Chittaranjan Locomotive Works (CLW) for the supply, installation, testing, and commissioning of On-board Kavach equipment in 1,200 locomotives for a purchase order aggregating to Rs. 9,786.06 million (including taxes). If the company fails to deliver its obligations in a timely manner, including delivery of Kavach equipment or maintenance obligation, its may have a material adverse effect on its business, financial performance, profitability, cash flows and future prospects for participation in similar tenders.
7. The determination of the Price Band and Issue Price is based on various factors and assumptions and the Issue Price may not be indicative of the Market Price of the Equity Shares after the Issue. Further, there are no listed companies that exclusively undertake the manufacturing of Speciality cables and also Train Controls and Signalling business and therefore qualitative or quantitative peer comparison cannot be undertaken.
8. There are certain errors noticed in its audited financial statements for the Fiscal 2022 and 2021 which does not require any corrective adjustment in the financial information. Any penalty or action taken by any regulatory authorizes for such erroneous disclosure may lead to penal action against the Company under the provisions of the Companies Act, 2013 for an amount of Rs. 10,000 and in case of continuing contravention of provisions of the Companies Act, 2013, with a further penalty of Rs. 1,000 each day subject to a maximum of Rs. 2,00,000 in case of a company and Rs.50,000 in case of officer in default.
9. There had been sudden change in the profit after tax of the Company during the Fiscal 2024, 2023 and 2022 and also the Company has incurred loss during the six months period ended September 30, 2024. Further, some of the financial ratios of the Company for the said period have variation of more than 20%. Any further sudden changes in profit after tax of the Company or significant variation in the ratios may have material adverse effect on its business, results of operations, financial condition, cash flows and future prospects.
10. There have been some instances of delayed filing with the Registrar of Companies and other noncompliances including errors and comissions under the Companies Act in the past which may attract penalties.
