Voler Car

Risks

• Its top ten customers contribute majority of the company revenues from operations. Any loss of business from one or more of them may adversely affect its revenues and profitability.

• The company business depends on its relationships with vendors who supply vehicles and chauffeurs to it, and any adverse changes in such relationships, or its inability to enter into new relationships, could adversely affect the company business and results of operations.

• The company has long standing relationships with some of its customers which also contribute significantly to the company revenue from operations. If one or more of such customers choose to terminate its contracts, the company business, financial condition and results of operations may be adversely affected.

• The Company, its Directors and its Promoters are party to certain litigation and claims. These legal proceedings are pending at different levels of adjudication before various forums and regulatory authorities. Any adverse decision may make it liable to liabilities/penalties and may adversely affect its reputation, business and financial status.

• The company has, in the past, defaulted in the repayment of certain debt and the interest upon such debt facilities.

• The company generate a significant percentage of its revenue from operations from customers in Kolkata and Mumbai in India. If the company operations in these cities are negatively affected, its financial results and future prospects would be adversely impacted.

• The company business is working capital intensive and its in constant requirement of cash flow for the company working capital requirements. If its experience insufficient cash flows to make required payments or fund working capital requirements, there may be an adverse effect on its results of operations.

• Strong competition in the employee transportation service industry could decrease the market share and compel the company to either reduce the cost charged or increase the payments made to vendors. This may have an adverse impact on the enrolments, revenues and profitability.

• The company has had negative cash flows from investing and financing activities in the past in some of the recent years.

• The company success depends largely upon the knowledge and experience of its Promoters and other Key Managerial Personnel. Any loss of the company Promoters and key managerial personnel or its ability to attract and retain them could adversely affect the company business, operations and financial condition.

• Its Registered Office and Corporate Office from where the company operates is not owned by it.

• Misconduct by its employees and contracted chauffeurs may be difficult to detect and could impact the company brand and its reputation, or adversely affect its business prospects, results of operations and financial condition.

• Its inability to meet with the vehicle requirements may lead to penalties and reduce the company profitability.

• Its contingent liabilities as stated in the company Restated Financial Statements could affect its financial condition.

• The company is subject to counterparty credit risk and any delay in receipt or non-receipt of payments may adversely impact its financial condition and results of operations.

• The company has in the past entered into related party transactions and may continue to do so in the future.

• Delays in filing and compliance issues noticed in corporate records relating to forms filed with taxation and other public authorities.

• The company Directors does not have any prior experience of being a director in any other listed company in India.

• Its may be unable to sufficiently obtain, maintain, protect, or enforce the company intellectual property and other proprietary rights.

• The Company has delayed in compliances with some statutory provisions of the Companies Act and delayed compliance may attract penalties against the company which could impact the financial position of it to that extent.

• The company insurance coverage may not be adequate to protect it against all potential losses to which the company may be subject and this may have an adverse effect on its business and financial condition.

• The average cost of acquisition of Equity Shares by its Promoters could be lower than the issue price.

• The company marketing and advertising campaigns may not be successful in increasing the popularity of its services and offerings. If the company marketing initiatives are not effective, this may adversely affect its business and results of operations.

• If the company fails to maintain an effective system of internal controls, its may not be able to successfully manage, or accurately report, the company financial risks.

• Its ability to pay dividends in the future will depends upon the company future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in its financing arrangements.

• In addition to normal remuneration or benefits and reimbursement of expenses, some of its Promoters and/ or Directors and/ or Key Managerial Personnel`s are interested in the Company to the extent of their shareholding and dividend entitlement thereon in the Company.

• Its Promoters and Promoter Group will continue to exercise significant influence over it and may cause the company to take actions that are not in the best interest of its other shareholders.

• The company requires certain approvals and licenses in the ordinary course of business and the failures to successfully obtain/renew such registrations would adversely affect its operations, results of operations and financial condition.

• The Objects of the Issue for which funds are being raised, are based on its management estimates and any bank or financial institution or any independent agency has not appraised the same. The deployment of funds in the project is entirely at its discretion, based on the parameters as mentioned in the chapter titles "Objects of the Issue".

• 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 the Company.

• The company has not independently verified certain data in this Red Herring Prospectus.

• The company has issued Equity Shares in the last twelve months at price lower than the Offer Price.

• The company Equity Shares have never been publicly traded and may experience price and volume fluctuations following the completion of the Issue, an active trading market for the Equity Shares may not develop, the price of its Equity Shares may be volatile and you may be unable to resell your Equity Shares at or above the Issue Price or at all.

• The company cannot assure you that its Equity Shares will be listed on the NSE EMERGE in a timely manner or at all, which may restrict your ability to dispose of the equity shares.

• Any future issuance of Equity Shares or convertible securities, including options under any stock option plan or other equity linked securities may dilute your shareholding, and significant sales of Equity Shares by its major shareholders, may adversely affect the trading price of the company Equity Shares.

• There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a shareholder`s ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.

• After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market for the Equity Shares may not develop.

• The Issue price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Issue and the market price of our Equity Shares may decline below the issue price and you may not be able to Sell your Equity Shares at or above the Issue Price.

• QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid and Retail Individual Investors are not permitted to withdraw their Bids after Bid/Offer Closing Date.

• Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.

• The company has not identified any alternate source of funding and hence any failures or delay on its part to mobilize the required resources or any shortfall in the Issue proceeds may delay the implementation schedule.

• The company propose to utilize the Net Proceeds for purposes identified in the section titled "Objects of the Issue" in this Red Herring Prospectus. 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 Shareholders" approval.

• You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.