Grover Jewells Ltd IPO

The Company had negative cash flow in recent fiscals, details of which are given below. Sustained negative cash flow could adversely impact its business, financial condition and results of operations.

The company`s Registered Office and one of our Showroom are not owned by the company and the company has only leave and license rights over them. In the event the company loses such rights, the company`s business, financial condition and results of operations, and cash flows could be adversely affected.

The company`s gold jewellery business faces risks from market volatility and changing customer preferences. Fluctuations in commodity prices like gold could impact the company`s costs and profitability. Evolving customer tastes influence product demand, necessitating continuous adaptation, to remain competitive.

The company`s business is primarily concentrated in the central and northern part of India, especially around Delhi and its neighbouring states, i.e. Uttar Pradesh, Haryana and Uttarakhand and the company is significantly dependent on these states for revenue generation. Any adverse development affecting such states may have an adverse effect on the company`s business, prospects, financial condition and results of operations.

The company`s inability to identify market trends, and customer demand accurately, counter the challenges that the industry faces and maintain an optimal level of inventory may impact its operations adversely.

The company derives a significant portion of its revenue from the sale of chains and any reduction in demand or in the manufacturing of such product could have an adverse effect on the company`s business, results of operations and financial condition.

The average cost of acquisition of Equity Shares by the company`s Promoters is lower than the Issue Price.

Intense competition in the Indian Jewellery Market could result in loss of customers, reduced market share, and adverse impact on our business and financial performance.

Overdependence on B2B Sales with Negligible Direct Consumer Sales.

The company is dependents on and derive a substantial portion of its revenue from a limited number of customers. The Company in the usual course of Business does not have any long-term contracts with its customers and the company relies on purchase orders for delivery of the company`s products and our customers may cancel or modify their orders, change quantities, delay or change their sourcing strategy. Loss of one or more of its top Customers or a reduction in their demand for the company`s products or reduction in revenue derived from them may adversely affect its Business, Results of Operations and Financial Condition.

Absence of long-term agreements with raw material suppliers exposes the company to risks of price volatility, supply shortages, and quality concerns, which may adversely affect its business, cash flows, and results of operations.

The Company requires significant amounts of working capital for continued growth. The company`s inability to meet its working capital requirements, on commercially acceptable terms, may have an adverse impact on the company`s business, financial condition and results of operations.

The company`s revenue and sales are subject to seasonal fluctuations, and any decline during peak seasons may disproportionately impact its results of operations.

The company operates in a high-value commodity sector and there are certain security risks associated with the transit and delivery of gold jewellery, including potential loss or theft.

The company`s insurance coverage may not be adequate to protect the company against certain operating hazards and this may have a material adverse effect on its business.

The company could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could adversely affect its financial condition, results of operations and reputation.

The Company has made application for registration of two trademark under Trade Marks Act, 1999 and the status of the same is pending as on the date of this Red Herring Prospectus. The company does not own the logo for the brand that the company is using currently. But any infringement of third-party intellectual property rights or failure to protect the company`s intellectual property rights may adversely affect its business.

The Company has availed certain unsecured loan which can be recalled at any time.

The company`s continued success is dependent on its senior management and skilled manpower. The company`s inability to attract and retain key personnel may have an adverse effect on its business prospects.

Jewellery purchases are discretionary and often perceived as luxury purchases. Any factor negatively impacting discretionary spending by consumers may adversely affect its business, results of operations, financial condition and prospects.

Risk of Product Authenticity Disputes, Quality Variations and Returns Including Hallmarking or HUID-Related Non-Conformities.

Risk of Non-Compliance with Mandatory BIS Hallmarking and HUID Requirements Across Expanding Geographies and Product Lines.

The company`s Directors, Promoters and Group Companies are parties to certain legal proceedings. Any adverse decision in such proceedings may have a material adverse effect on its business, results of operations and financial condition.

The company may not be successful in implementing its business strategies.

The strength of the company`s brands is crucial to its growth and success and the company may not succeed in continuing to maintain and develop its brands.

Interest Rate Volatility and Regulatory Changes Impacting Gold Loan Structures and Working Capital Financing Availability.

Lack of experience of its Promoters, Directors, KMPs with any listed entity may impact the business operations and performance of the Company.

There are certain instances of delays in the past with ROC/Statutory Authorities.

Any delay in payment of statutory dues by the Company in future, may result in the imposition of penalties and in turn may have an adverse effect on the Company`s business, financial condition, results of operation and cash flows.

Vulnerability to Changes in Import Policy, Bullion Sourcing Norms and Regulatory Frameworks Including DGFT, RBI and IFSCA Guidelines.

Liability Risks Associated with Job-Work Arrangements Including Custody of Customer Gold and Disputes on Wastage or Design Execution.

Reputational and Compliance Risks Linked to Responsible Sourcing Practices and ESG Standards Across the Jewellery Supply Chain.

General economic and market conditions in India and globally could have a material adverse effect on the company`s business, financial condition, cash flows, results of operations and prospects.

The company`s Promoters will continue to retain a significant shareholding in the Company after this Offer, which will allow them to exercise significant influence over the company and any substantial change in the company`s Promoters` shareholding may have an impact on the trading price of its Equity Shares which could have an adverse effect on the company`s business, results of operations, financial condition and cash flows.

The company`s Directors/Promoters hold Equity Shares in the Company and are therefore interested in the Company`s performance in addition to their remuneration and reimbursement of expenses.

Risks Related to Environmental Compliance, Hazardous Waste Management and Occupational Health and Safety in Jewellery Manufacturing.

The Company has entered into certain related party transactions and may continue to do so in the future.

The company is required to maintain various licences and permits for its business.

Any IT system failures or lapses on part of any of the company`s employees may lead to operational interruption, liabilities or reputational harm.

The company`s ability to pay dividends in the future will depend on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of the company`s financing arrangements.

Brand recognition is important to the success of the company`s business, and its inability to build and maintain its brand names will harm the company`s business, financial condition and results of operation.

An inability to manage its growth could disrupt the company`s business and reduce the company`s profitability.

The company`s management will have broad discretion in how the company applys the Net Proceeds of the Issue and there is no assurance that the Objects of the Offer will be achieved within the time frame expected, or at all, or that the deployment of Net Proceeds in the manner intended by the company will result in an increase in the value of your investment.

Exposure to Global Trade Policy Shifts and Demand Contraction Affecting Export Performance.

The future operating results are difficult to predict and may fluctuate or adversely vary from the past performance.

Portion of the company`s Issue Proceeds are proposed to be utilized for general corporate purposes amounting to ? [?] lakhs which constitute [?]% of the total Issue Proceeds.

In addition to the company`s existing indebtedness for its operations, the company may be required to obtain further loan during the course of business. There can be no assurance that we would be able to service the company`s existing and/or additional indebtedness.

The company`s debt financing agreements contain certain restrictive covenants that may adversely affect the Company`s business, credit ratings, prospects, results of operations and financial condition.

The company has not made any alternate arrangements for meeting its regular working capital requirements. If the company is unable to manage/arrange funds (including at short notice) to meet its working capital requirements, there may be an adverse effect on the company`s results of operations and financial performance.

The company`s Promoters have provided personal guarantees for loans availed by the Company. the company`s business, financial condition, results of operations, cash flows and prospects may be adversely affected by the invocation of all or any personal guarantees provided by its Promoter.

Major fraud, lapses of internal control or system failures could adversely impact the company`s business.

Some of the company`s KMPs are associated with the Company for less than one year.

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.

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

In the event there is any delay in the completion of the Issue, there would be a corresponding delay in the completion of the objects of this Issue which would in turn affect the company`s revenues and results of operations.

There is no guarantee that the company`s Equity Shares will be listed on the NSE EMERGE in a timely manner or at all.

The Issue Price of its Equity Shares may not be indicative of the market price of the company`s Equity Shares after the Issue.

After this Issue, the price of the company`s Equity Shares may be volatile, or an active trading market for its Equity Shares may not be sustained.

The investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase in the Issue.

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.

Any future issuance of Equity Shares may dilute the investors` shareholdings or sales of its Equity Shares by the company`s Promoters or Promoter Group may adversely affect the trading price of its Equity Shares.

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

Applicants to this Issue are not allowed to withdraw their Applications after the Issue Closing Date.

The company`s ability to pay dividends in the future will depend on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of the company`s financing arrangements.

The investors may be restricted in their ability to exercise pre-emptive rights under Indian law and may be adversely affected by future dilution of their ownership position.

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

The company`s Equity Shares are quoted in Indian Rupees in India, and therefore investors may be subject to potential losses arising out of exchange rate risk on the Indian Rupee and risks associated with the conversion of Indian Rupee proceeds into foreign currency.