-
The company derives a significant portion of its revenues from the sale of aggregates, ready-mix-concrete ("RMC"), and steel, which represented 31.19%, 21.12% and 16.13%, respectively, of its revenue from operations for Fiscal 2024. Any decline in the demand of these construction materials would have an adverse effect on its business, financial condition, results of operations and cash flows.
-
The company derives a substantial portion of its revenues from the states of Maharashtra, Karnataka and Tamil Nadu, which accounted for 81.05%, 85.04% and 92.15% of its revenue from operations for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. Consequently, any unfavourable developments in these states could adversely affect its business, results of operations, financial condition and cash flows.
-
The company depends on certain key customers for a significant portion of its revenues. Its top 10 customers contributed 45.24%, 39.07% and 47.19% of its revenue from operations for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. The company does not execute long-term agreements with its customers and the company inability to procure new orders on a regular basis or at all or any decrease in revenues from any of its key customers or any loss of any of these customers or its inability to diversify the company customer base could have an adverse effect on its business, results of operations, financial condition and cash flows.
-
The company has incurred losses in the past and its may continue to incur losses in the future.
-
Delays or defaults in payment by the customers or a reduction in credit periods granted to us by the vendors could adversely affect our business, results of operations, financial condition and cash flows.
-
We have substantial working capital requirements and may require additional financing in the future. A failure in obtaining such additional financing or on terms favourable to us could have an adverse effect on our business, results of operations, financial condition and cash flows.
-
We engage third-party manufacturers to manufacture certain construction materials that we sell to our customers. The sale of third party manufactured construction materials contributed to 17.57%, 2.47% and nil of the total revenue from operations for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. If such manufacturers choose not to manufacture construction materials for us or fail to maintain quality standards, our business, results of operations and financial condition could be adversely affected.
-
Our technology failures and resulting interruptions in the availability of our offerings could adversely affect our business, financial condition, cash flows and results of operations
-
We have a limited operating history and our historical performance may not be indicative of our future growth or financial results.
-
Security breaches and attacks against our systems, and any potentially resulting breach or failure to otherwise protect confidential information, could adversely impact our business and reputation.
-
We leverage artificial intelligence and machine learning in critical areas of our operations and such technologies may subject us to evolving risks.
-
We rely on our vendors to fulfil the procurement requirements of our customers for a diverse range of construction materials. Our top 10 vendors contributed to 38.25%, 32.58% and 43.78%, respectively, of total purchase stock-in-trade in Fiscal 2024, Fiscal 2023 and Fiscal 2022. Any disruption in the vendors` ability to supply construction materials or their failure to meet the quality standards or delivery timelines could adversely affect our business, results of operations, financial condition, cash flows and reputation.
-
We have incurred losses in the past and we may continue to incur losses in the future.
-
We rely on the demand for construction materials from various industries such as housing, infrastructure, and commercial real estate. Any downturn in such industries could have an adverse impact on our business, results of operations, financial condition and cash flows.
-
We have filed a compounding application with the RoC in relation to the appointment of the Statutory Auditors, prior to receipt of their consent to act as the Statutory Auditors of the Company. While we have received an interim order requiring us and certain other parties to pay a compounding fee, the final order is still pending. We may be required to pay a further compounding fee and/or be subject to other regulatory action pursuant to the receipt of the final order.
-
We are dependent on third party transport service providers for the timely delivery of construction materials to our customers. Any failure by a third party transport service provider could result in delays, which may adversely affect our business, results of operations, financial condition and cash flows.
-
Our value-added services offered through our Subsidiary, ArisUnitern Re Solutions Private Limited, which contributed to 3.56%, 1.13% and Nil to our revenue from operations in Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively, are subject to risks.
-
We have obtained and may continue to obtain substantial financing for our business operations and our inability to obtain further financing or meet our obligations, including financial and other covenants under our debt financing arrangements could adversely affect our business, results of operations, financial condition and cash flows.
-
Any failure to compete effectively in the digital construction material procurement market could have an adverse effect on our business, financial condition, results of operations and cash flows.
-
We may not be successful in implementing our strategies, which could adversely affect our business, cash flows, results of operations and future prospects.
-
We have availed unsecured loans from certain related parties which are repayable on demand.
-
Our insurance coverage may not be adequate or we may incur uninsured losses or losses in excess of our insurance coverage which may impact on our financial condition, cash flows and results in operations.
-
We have in the past entered into related party transactions and may continue to do so in the future and we cannot assure you that we could not have achieved more favourable terms if such transactions had not been entered into with related parties.
-
We have experienced negative cash flows from operating activities in Fiscal 2023 and Fiscal 2022. We may continue to have negative cash flows in the future.
-
We may undertake acquisitions, investments, joint ventures or other strategic partnerships, which may have an adverse effect on our ability to manage our business, and such undertakings may be unsuccessful.
-
There have been certain instances of delays in payment of statutory dues by us in the past. Any delay in payment of statutory dues by us in future, may result in the imposition of penalties and in turn may have an adverse effect on our business, financial condition, results of operation and cash flows.
-
We may seek to expand into new product categories of construction materials. If these product categories do not witness the demand that we expect them to, our business, financial condition, results of operations and cash flows may be adversely affected.
-
Grants of stock options under our employee stock option plan may result in a charge to our profit and loss account and, to that extent, impact our results of operations and financial condition.
-
We require certain licenses, permits and approvals in the ordinary course of business, and the failure to obtain or retain them in a timely manner may adversely affect our operations.
-
While certain of our trademarks used by us for our business are registered, any inability to protect our intellectual property from third party infringement may adversely affect our business and prospects.
-
Our Company, Subsidiaries, Promoters, and Directors are involved and may be involved in certain legal and regulatory proceedings. An adverse outcome in any of these proceedings or any future proceedings may have an adverse effect on our business, financial condition, cash flows, results of operations and reputation.
-
The objects of the Issue include funding working capital requirements of our Company and investment in one of our Subsidiaries, Buildmex-Infra Private Limited for funding its working capital requirements, which are based on certain assumptions and estimates.
-
We had entered into a share purchase agreement dated September 8, 2022, with ArisUnitern Re Solutions Private Limited and certain other parties. We intend to utilise a portion of the Issue Proceeds towards purchase of partial shareholding from existing shareholders of ArisUnitern. We cannot assure you the timely or successful completion of all aspects of the acquisition process.
-
As on the date of Draft Red Herring Prospectus, we have neither identified any specific targets whose acquisition will be funded from the Net Proceeds nor entered into any definitive arrangements to utilize the Net Proceeds of the Issue. Our funding requirements and deployment of the Net Proceeds of the Issue are based on management estimates and have not been independently appraised.
-
Any variation in the utilization of the Net Proceeds as disclosed in this Draft Red Herring Prospectus shall be subject to certain compliance requirements, including prior approval of the shareholders of our Company.
-
Our business and the construction material industry is subject to seasonality and a decrease in the demand for construction material may have an adverse impact on our business, financial condition, results of operations and cash flows.
-
Internal or external fraud or misconduct by our employees could adversely affect our reputation and our results of operations.
-
Our success in large part depends upon our KMPs, SMPs and other permanent employees with technical expertise, and if we are unable to recruit and retain such qualified and skilled employees, our business and our ability to operate or grow our business may be adversely affected.
-
Our Promoters and members of our Promoter Group will continue to hold a significant equity stake in our Company after the Issue and their interests may differ from those of the other shareholders.
-
Our Statutory Auditors have included emphasis of matter paragraphs in their examination report to the Restated Consolidated Financial Information.
-
Certain sections of this Draft Red Herring Prospectus disclose information from the RedSeer Report which is a paid report and commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks.
-
Our Promoter, Chairman and Managing Director Ronak Kishor Morbia has interests in an entity namely Krish Enterprise which is engaged in businesses that is similar to our Company, which may result in a conflict of interest. Any conflict of interest that may occur as a result could adversely affect our business, financial condition, results of operations and cash flows.
-
Our Promoters, Directors, Key Managerial Personnel and Senior Management may have an interest in our Company in addition to their remuneration and reimbursement of expenses.
-
Our Registered and Corporate Office and other offices are not located on land 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.
-
A majority of our Directors are or were not directors of listed companies and hence lack of such adequate experience to address complexities associated with listed companies, could have an adverse impact on our business and operations.
-
Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance have been included in this Draft Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable.
-
Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit ratings or a poor rating may restrict our access to capital and thereby adversely affect our business, financial conditions, cash flows and results of operations.
-
We have issued Equity Shares during the preceding 12 months at prices that may be lower than the Issue Price.
-
Our failure to keep our technical knowledge confidential could erode our competitive advantage.
-
Changing regulations in India for technology driven companies, especially for foreign direct investment, could lead to new compliance requirements that are uncertain.
-
If we are unable to establish and maintain an effective internal controls measures and compliance system, our business and reputation could be adversely affected.
-
The company has a limited operating history and its historical performance may not be indicative of its future growth or financial results.
-
The growth of its business and revenue is dependent on the company ability to continue to grow its network of customers and vendors. If the company fails to retain its customers and vendors registered with it or fails to add new customers and vendors, its business, results of operations, financial condition and cash flows may be adversely affected.
-
Delays or defaults in payment by the customers or a reduction in credit periods granted to it by the vendors could adversely affect its business, results of operations, financial condition and cash flows.
-
The company has substantial working capital requirements and may requires additional financing in the future. A failures in obtaining such additional financing or on terms favourable to it could have an adverse effect on its business, results of operations, financial condition and cash flows.
-
The company has experienced negative cash flows from operating activities in the nine months ended December 31, 2024, Fiscal 2023 and Fiscal 2022. Its may continue to have negative cash flows in the future.
-
The company engage third-party manufacturers to manufacture certain construction materials that the company sell to its customers. The sale of third party manufactured construction materials contributed to 34.81%, 17.57%, 2.47% and nil of the total revenue from operations for the nine months ended December 31, 2024, Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. If such manufacturers choose not to manufacture construction materials for it or fails to maintain quality standards, its business, results of operations and financial condition could be adversely affected.
-
Its Promoter, Chairman and Managing Director Ronak Kishor Morbia has interests in an entity namely Krish Enterprise which is engaged in businesses that is similar to the Company, which may result in a conflict of interest. Any conflict of interest that may occur as a result could adversely affect its business, financial condition, results of operations and cash flows.
-
Its technology failures and resulting interruptions in the availability of its offerings could adversely affect the company business, financial condition, cash flows and results of operations.
-
Security breaches and attacks against its systems, and any potentially resulting breach or failures to otherwise protect confidential information, could adversely impact its business and reputation.
-
There have been changes to the statutory auditors of the Company in the past. Any changes in the statutory auditors of the Company in the future before the expiry of their term would require it to dedicate more resources than what is budgeted.
-
Its Statutory Auditors have included emphasis of matter paragraphs in their examination report to the Restated Consolidated Financial Information.
-
The company leverage artificial intelligence and machine learning in critical areas of its operations and such technologies may subject it to evolving risks.
-
The company relies on its vendors to fulfill the procurement requirements of its customers for a diverse range of construction materials. Its top 10 vendors contributed to 47.17%, 38.25%, 32.58% and 43.78%, respectively, of total purchase stock-in-trade in the nine months ended December 31, 2024, Fiscal 2024, Fiscal 2023 and Fiscal 2022. Any disruption in the vendors` ability to supply construction materials or their failures to meet the quality standards or delivery timelines could adversely affect its business, results of operations, financial condition, cash flows and reputation.
-
The company relies on the demand for construction materials from various industries such as housing, infrastructure, and commercial real estate. Any downturn in such industries could have an adverse impact on its business, results of operations, financial condition and cash flows.
-
The company has filed a compounding application with the RoC in relation to the appointment of the Statutory Auditors, prior to receipt of their consent to act as the Statutory Auditors of the Company. While the company has received an interim order requiring it and certain other parties to pay a compounding fee, the final order is still pending. Its may be required to pay a further compounding fee and/or be subject to other regulatory action pursuant to the receipt of the final order.
-
The company operates in the digital construction material procurement market which is characterized by relatively low barriers to entry which may lead to pricing pressure that may adversely impact its business, results of operations, financial condition and cash flows.
-
The company operates in the digital construction material procurement market which is characterized by relatively low barriers to entry which may lead to pricing pressure that may adversely impact its business, results of operations, financial condition and cash flows.
-
Its value-added services offered through the company Subsidiary, ArisUnitern Re Solutions Private Limited, which contributed to 5.86%, 3.56%, 1.13% and Nil to its revenue from operations in the nine months ended December 31, 2024, Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively, are subject to risks such as customer dissatisfaction and reduced demand for the services, which could have an adverse impact on its business, financial condition and cash flows.
-
Its Registered and Corporate Office and other offices are not located on land owned by it and the company has only leasehold rights. In the event the company lose or are unable to renew such leasehold rights, its business, results of operations, financial condition and cash flows may be adversely affected.
-
There have been certain instances of delays in payment of statutory dues by it in the past. Any delay in payment of statutory dues by it in future, may result in the imposition of penalties and in turn may have an adverse effect on its business, financial condition, results of operation and cash flows.
-
The company has obtained and may continue to obtain substantial financing for its business operations and the company inability to obtain further financing or meet its obligations, including financial and other covenants under the company debt financing arrangements could adversely affect its business, results of operations, financial condition and cash flows.
-
Any failures to compete effectively in the digital construction material procurement market could have an adverse effect on its business, financial condition, results of operations and cash flows.
-
Its may not be successful in implementing the company strategies, which could adversely affect its business, cash flows, results of operations and future prospects.
-
The company has availed unsecured loans from certain related parties which are repayable on demand.
-
Its insurance coverage may not be adequate or the company may incur uninsured losses or losses in excess of its insurance coverage which may impact on its financial condition, cash flows and results in operations.
-
The company relies on invoice/bill discounting arrangements to access funds and bridge any gaps in its working capital requirements. The company failures to secure such arrangements on terms favourable to it, or at all, could have an adverse effect on its business, results of operations, financial condition and cash flows.
-
The company has received complaints post the filing of the Draft Red Herring Prospectus with SEBI.
-
The Company may purchase balance stake of ArisUnitern Re Solutions Private Limited in the future which could lead to subsequent cash outflow by the Company which may affect its results of operation, financial condition and cash flows.
-
The company has in the past entered into related party transactions and may continue to do so in the future and the company cannot assure you that its could not have achieved more favourable terms if such transactions had not been entered into with related parties.
-
Its may undertake acquisitions, investments, joint ventures or other strategic partnerships, which may have an adverse effect on its ability to manage the company business, and such undertakings may be unsuccessful.
-
Its may seek to expand into new product categories of construction materials. If these product categories does not witness the demand that the company expect them to, its business, financial condition, results of operations and cash flows may be adversely affected.
-
Grants of stock options under its employee stock option plan may result in a charge to the company profit and loss account and, to that extent, impact its results of operations and financial condition.
-
The company requires certain licenses, permits and approvals in the ordinary course of business, and the failures to obtain or retain them in a timely manner may adversely affect its operations.
-
While certain of its trademarks used by it for the company business are registered, any inability to protect its intellectual property from third party infringement may adversely affect its business and prospects.
-
The Company, Subsidiaries, Promoters, Directors, Key Managerial Personnel and Senior Management are involved and may be involved in certain legal and regulatory proceedings. An adverse outcome in any of these proceedings or any future proceedings may have an adverse effect on its business, financial condition, cash flows, results of operations and reputation.
-
The objects of the Issue include funding working capital requirements of the Company and investment in one of its Subsidiaries, Buildmex-Infra Private Limited ("Buildmex") for funding its working capital requirements, which are based on certain assumptions and estimates. Such working capital requirements may not be indicative of the actual requirements of the Company and Buildmex in the future and investors are advised to not place undue reliance on such estimates.
-
As on the date of Red Herring Prospectus, we have neither identified any specific targets whose acquisition will be funded from the Net Proceeds nor entered into any definitive arrangements to utilize the Net Proceeds of the Issue. Our funding requirements and deployment of the Net Proceeds of the Issue are based on management estimates and have not been independently appraised.
-
Any variation in the utilization of the Net Proceeds as disclosed in this Red Herring Prospectus shall be subject to certain compliance requirements, including prior approval of the shareholders of our Company.
-
Our business and the construction material industry is subject to seasonality and a decrease in the demand for construction material may have an adverse impact on our business, financial condition, results of operations and cash flows.
-
Internal or external fraud or misconduct by our employees could adversely affect our reputation and our results of operations.
-
Its success in large part depends upon the company KMPs, SMPs and other permanent employees with technical expertise, and if the company is unable to recruit and retain such qualified and skilled employees, its business and the company ability to operate or grow its business may be adversely affected.
-
Its Promoters and members of the company Promoter Group will continue to hold a significant equity stake in the Company after the Issue and their interests may differ from those of the other shareholders.
-
Certain sections of this Red Herring Prospectus disclose information from the RedSeer Report which is a paid report and commissioned and paid for by it exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks.
-
Its Promoters, Directors, Key Managerial Personnel and Senior Management may have an interest in the Company in addition to their remuneration and reimbursement of expenses.
-
A majority of its Directors are or were not directors of listed companies and hence lack of such adequate experience to address complexities associated with listed companies, could have an adverse impact on its business and operations.
-
Certain non-GAAP financial measures and certain other statistical information relating to its operations and financial performance have been included in this Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable.
-
Its ability to access capital at attractive costs depends on the compny credit ratings. Non-availability of credit ratings or a poor rating may restrict its access to capital and thereby adversely affect its business, financial conditions, cash flows and results of operations.
-
The company has issued Equity Shares during the preceding 12 months at prices that may be lower than the Issue Price.
-
Its failures to keep the company technical knowledge confidential could erode its competitive advantage.
-
Changing regulations in India for technology driven companies, especially for foreign direct investment, could lead to new compliance requirements that are uncertain.
-
If the company is unable to establish and maintain an effective internal controls measures and compliance system, its business and reputation could be adversely affected.
-
