Rikhav Securitie

Augment our fund based capacities for stock broking and allied activities.

Hiring and retaining talented employees.

Embrace Technological Advancements.

Focus on risk management.

Entering into new geographies.

Grow our fee-based revenues.

Optimize operational efficiencies.

We have certain outstanding litigation against us, an adverse outcome of which may adversely affect our business, reputation and results of operations.

Our Company has been subject to certain penal actions from the Stock Exchanges and Regulatory Authority in the past in the past. There can be no assurance that we will not be subjected to such penalties in the future, which may in turn adversely affect our financial conditions, our operations and profitability.

We are subject to extensive statutory and regulatory requirements and supervision, which have material influence on, and consequences for, our business operations.

Our Company had negative cash flows in the past years from investing activities, details of which are given below. Sustained negative cash flow could impact our growth and business.

Our Company is a SEBI registered intermediary and is into the business of primary and secondary capital market. The market is prone to fraudulent transactions which are at times beyond the control of the Company and any such transactions undertaken by the clients of the company may drag the company into litigation with regulatory authorities, which if proved against us in absence of adequate proofs, may pour heavily on the Company.

The operation of our businesses is highly dependent on information technology and we are subject to risks arising from any failure of, or inadequacies in, our IT systems.

We depend on the accuracy and completeness of information about clients and counterparties for our business. Any misrepresentation, errors in or incompleteness of such information could adversely affect our business and financial performance.

The Restated Financial Statements have been provided by Peer Reviewed Chartered Accountants who is not Statutory Auditor of our Company.

Our Company is a SEBI registered intermediary and is into the business of primary and secondary capital market. The laws in the segment keeps changing and evolving on regular basis and any non-compliance on our part may render our Company into penalties.

We may extend credit to our clients for dealing in securities and any default by a client or any down turn in the market could result in substantial losses.

Error in Punching of trade orders.

We have not made any provisions for decline in value of our investments.

Our Company depends on third party vendors and service providers.

Significant security breaches in our computer systems and network infrastructure, fraud, systems failures and calamities would adversely impact our business.

Substantial portion of our revenues has been dependent upon few segments of our business. The loss from any one or more of our major segments would have a material adverse effect on our business operations and profitability.

Downturns or disruptions in the securities markets could reduce transaction volumes, and could cause a decline in the business and impact our profitability.

The revenues earned from our investment and trading of securities business have been inconsistent in the past and may continue to be inconsistent due to the very nature of this business which is dependent on the overall volatility in the Capital Markets in India.

There are operational risks associated with the financial services industry which, if realized, may have a material adverse effect on our business, financial condition, cash flows, results of operations and prospects.

In case our services to the clients are not satisfactory it may cause damage to our professional reputation and legal liability.

Financial services firms are subject to increased scrutiny concerning perceived conflicts of interest which could elevate the risk of financial liabilities and damage to our reputation arising from unfavourable regulatory actions. Inadequate identification and resolution of conflicts of interest could have adverse consequences on our business.

We rely on the Indian stock exchanges for a significant portion of our business.

We face intense competition in our businesses, which may limit our growth and prospect.

A significant decrease in our liquidity could negatively affect our business and reduce client confidence in us.

The Company is yet to place orders for 100% of the purchase of office equipment for our proposed object, as specified in the Objects of the Offer. Any delay in placing orders, procurement of the same may delay our implementation schedule and may also lead to increase in price of these equipment, further affecting our revenue and profitability.

Some of our corporate records including share transfer deeds and forms filed with Registrar of Companies not traceable.

We continue to explore the diversification of our business and the implementation of new services. These diversifications and our other strategic initiatives may not be successful, which may adversely affect our business and results of operations.

If our services fail to meet client expectations, it could harm our professional reputation and expose us to legal liabilities.

The success of our business depends on our ability to attract and retain senior management and employees in critical roles, and the loss of their services could have a material adverse effect on our business, financial condition, cash flows, results of operations and prospects.

We have not entered into any long-term contracts with any of our customers and typically operate on the basis of work orders, which could adversely impact our revenue and profitability.

Certain of our Group companies and Subsidiaries have incurred losses in the past years.

We do not own the registered office, corporate office, branch office and our virtual branch office from where we are currently operating and the same has been taken on lease. Any failure on our part to meet the terms of those lease agreements, arrangements could affect our operations.

Conflicts of interest may arise out of common business objects between our Company, our Subsidiary, our Group Companies and Promoter Group Entities.

Our insurance coverage could prove inadequate to cover our losses. If we were to incur a serious uninsured loss or a loss that significantly exceed the limits of our insurance policies, it could have a material adverse effect on our business, results of operations and financial condition.

A significant portion of our revenue and income from our brokerage business is derived from relatively few clients.

Our Company`s ability to pay dividends in the future will depend on our Company`s future results of operations, financial condition, cash flows and working capital and capital expenditure requirements.

An investment in the Equity Shares is subject to general risk related to investments in Indian Companies.

Any variation in the utilization of the Net Proceeds of the Offer as disclosed in this Red Herring Prospectus shall be subject to certain compliance requirements, including prior Shareholders` approval.

In case of our inability to obtain, renew or maintain the statutory and regulatory licenses, permits and approvals required to operate our business it may have a material adverse effect on our business.

The objects of the Offer include funding working capital requirements of our Company, which are based on certain assumptions and estimates.

Our Company requires significant amounts of working capital for a continued growth. Our inability to meet our working capital requirements may have an adverse effect on our results of operations.

Unsecured loans taken by us can be recalled at any time.

We have contingent liabilities, and our financial condition could be adversely affected if any of these contingent liabilities materializes.

Our Company has entered into related party transactions in the past and may continue to enter into related party transactions in the future, which may potentially involve conflicts of interest with the equity shareholders.

Our Compliance with data privacy norms may require us to incur expenditure, which may adversely impact its financial condition and cash flows.

We cannot assure you that we will be able to secure adequate financing in the future on acceptable terms. Our failure to obtain sufficient financing could result in delay or abandonment of our business plans and this may have an adverse effect on our growth and operations.

Our inability to manage growth could disrupt our business and reduce our profitability.

An inability to comply with repayment and other covenants in the financing agreements or otherwise meet our debt servicing obligations could adversely affect our business, financial condition, cash flows and credit rating.

Any increase in interest rates would have an adverse effect on our results of operations and will expose our Company to interest rate risks.

We have taken guarantees from our directors in relation to debt facilities provided to us.

We are subject to the restrictive covenants of banks in respect of the Loans/ Credit Limits and other banking facilities availed from them.

If we are unable to source business opportunities effectively, we may not achieve our financial objectives.

We will not receive any proceeds from the sales sold under the Offer for sale by Selling Shareholder.

We are subject to risks associated with expansion into new geographic regions.

The deployment of funds raised through this Offer shall not be subject to any Monitoring Agency and shall be purely dependent on the discretion of the management of our Company.

Within the parameters as mentioned in the chapter titled "Objects of this Offer" beginning on page 95 of this Red Herring Prospectus, our Company`s management will have flexibility in applying the proceeds of the Offer. The fund requirement and deployment mentioned in the Objects of this Offer have not been appraised by any bank or financial institution.

Industry information included in this Red Herring Prospectus has been derived from industry reports. There can be no assurance that such third-party statistical, financial and other industry information is either complete or accurate.

Our ability to pay dividends will depend upon future earnings, financial condition, cash flows, working capital requirements, capital expenditures and other factors.

Our Promoters and Promoter Group will continue to retain significant control in our Company after the offer which will allow them to influence the outcome of matters submitted to shareholders for approval. Such a concentration of ownership may also have the effect of delaying, preventing or deterring a change in control.

The average cost of acquisition of Equity Shares by our Promoters and Selling Shareholder could be lower than the price determined at time of registering the Prospectus.

Our Promoters, certain of our Directors hold Equity Shares in our Company and are therefore interested in our Company`s performance other than remuneration and reimbursement of expenses.

Our employees may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements.

If we are unable to establish and maintain an effective internal controls and compliance system, our business and reputation could be adversely affected.

We are exposed to the risks of malfunctions or disruptions of information technology systems.