Amwill Health

Risks

• The company has appointed one of its Promoter Group entities, M/s. Amderma Healthcare LLP as a carrying and forwarding agent for storing, delivering and distributing its products. Consequently, the company derives all of its revenue from M/s. Amderma Healthcare LLP. Any non-performance or breach of covenants of the carrying and forwarding agreement executed with M/s. Amderma Healthcare LLP may adversely affect its business operations, profitability and cash flows.

• The company relies on third party contract manufacturers for manufacturing products of the Company.

• Its commercial success is largely dependent upon the company`s ability to develop and devise problem solving dermacosmetic products. The company has developed a limited number of products since incorporation and therefore, its ability to innovate new products might be limited, which may have an adverse impact on its revenue and profitability.

• The company derives a significant portion of its revenue from certain of the company products. If sales volume or price of such products declines in the future, or if the company is unable to sell such products for any reason, its business, financial condition, cash flows and results of operations could be adversely affected.

• Its business and prospects may be adversely affected if the company is unable to maintain and grow the image of its brands. Further, pursuant to the Memorandum of Understanding dated March 31, 2020 executed between M/s. Amwill Healthcare and the Company ("Asset Transfer MoU"), its Promoter Anand Gandhi has transferred all the trademarks which were previously owned by M/s. Amwill Healthcare. The Company has made applications before the Registrar of Trademarks for registering the Asset Transfer MoU and change in ownership of the aforementioned trademarks, which are presently pending.

• If the company is unable to anticipate and respond to changes in the market trends and changing customer preferences in a timely and effective manner, or if the company fails to maintain its reputation, brand value or increase the market for its products, the demand for the company products may decline.

• Its business largely depends on the performance of the company marketing team. Further, the success of its products are dependent upon dermatologists and medical professionals accepting its products and prescribing them to their patients. Any non-performance by our marketing team to market its products before the dermatologists and medical professionals, may adversely affect its business operations, profitability and cash flows.

• Its operations are concentrated in the states of Karnataka, Andhra Pradesh and Telangana. If revenues from these states decline, its business, results of operations and financial condition would be adversely affected.

• If the company or M/s. Amderma Healthcare LLP are unable to collect its dues and receivables from end users, its results of operations and cash flows could be adversely affected.

• Some of its Promoter Group entities may have conflicts of interest as they are engaged in similar industry segment and may compete with it.

• The company has a limited operating and financial history, which makes it difficult to accurately assess its future growth prospects.

• Its operations are subject to high working capital requirements. The company inability to maintain an optimal level of working capital required for its business may impact the company operations adversely.

• The company may not be able to correctly assess the demand for its products, which may adversely affect the company`s business, financial condition and results of operations.

• The company may be unable to grow its business in additional geographic regions, which may adversely affect its business prospects 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 inability to obtain, renew or maintain the company statutory and regulatory permits and approvals required to operate its business may have a material adverse effect on the company`s business, financial condition and results of operations.

• Its funding requirements and the proposed deployment of Net Proceeds are not appraised by any independent agency, which may affect its business and results of operations.

• The company insurance coverage may not be adequate to cover all losses or liabilities that its may incur in the company business and operations.

• The company relies on third-party transportation providers for procurement of its products and for supply of the company products and failures by any of its transportation providers could result in loss in sales.

• All of its premises, including the company Registered Office and godown are not owned by it and the company has only leasehold or leave and license rights over them. In the event its lose such rights, the company business, financial condition and results of operations and cash flows could be adversely affected.

• Its may not be successful in implementing the company business strategies.

• The company relies extensively on its operational support systems, including on the company information technology systems in managing its supply chain, procurement process, logistics and other integral parts of its business, failures of which could adversely affect the company business, financial conditions and results of operations.

• The Company had negative cash flows in the past years, details of which are given below. Sustained negative cash flow could impact its growth and business.

• There are outstanding litigations involving its Directors which, if determined adversely, may affect the company reputation and business operations.

• There have been instances of delays in filings of certain forms which were required to be filed as per the reporting requirements under the Companies Act, 2013 to RoC. There have also been instances wherein incorrect details were filed in certain forms filed by the Company.

• The company is subject to stringent regulation and any adverse regulatory action may materially adversely affect its financial condition and business operations.

• The company results of operations are likely to vary from year to year and be unpredictable, which could cause the market price of the Equity Shares to be volatile.

• Product liability and other civil claims and costs incurred as a result of product recalls could have a material adverse effect on its business.

• If the company inadvertently infringe on the patents of others, its business may be adversely affected.

• The company faces intense competition and may not be able to keep pace with the rapid technological changes in the dermatological industry.

• The company may not be able to maintain its current levels of profitability due to increased costs or reduced trading spreads or margins.

• Its Promoters, Directors, Key Managerial Personnel and Senior Management have interests in the Company other than reimbursement of expenses incurred or normal remuneration or benefits.

• Any adverse change in regulations governing its products and the products of the company customers, may adversely impact its business prospects and results of operations.

• Its Promoters and members of the Promoter Group have significant control over the Company and have the ability to direct the company business and affairs; their interests may conflict with your interests as a shareholder.

• The average cost of acquisition of Equity Shares held by its Promoters could be lower than the Offer Price.

• Its future fund requirements, in the form of further issue of capital or securities and/or loans taken by it, may be prejudicial to the interest of the Shareholders depending upon the terms on which they are eventually raised.

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

• The company has not made any alternate arrangements for meeting its capital requirements for the Objects of the Offer. Further, the company has not identified any alternate source of financing the `objects of the Offer`. Any shortfall in raising / meeting the same could adversely affect its growth plans, operations and financial performance.

• Its success largely depends upon the knowledge and experience of the company Promoters, Directors, its Key Managerial Personnel and the company Senior Management. Loss of any of its Directors and key managerial personnel or the company ability to attract and retain them could adversely affect its business, operations and financial condition.

• The availability of look-alikes, counterfeit healthcare products manufactured by other companies and passed off as its products, could adversely affect the company goodwill and results of operations.

• The Company`s management will have flexibility in utilizing the Net Proceeds from the Offer and the deployment of the net proceeds from the Offer is not subject to any monitoring by any independent agency.

• Its ability to pay dividends in the future may be affected by any material adverse effect on its future earnings, financial condition or cash flows.

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

• The requirements of being a listed company may strain its resources.

• The Equity Shares have never been publicly traded and the Offer may not result in an active or liquid market for the Equity Shares.

• There is no guarantee that the Equity Shares offered pursuant to the Offer will be listed on the SME Platform of BSE Limited in a timely manner or at all.

• There is no existing market for its Equity Shares, and the company does not know if one will develop to provide you with adequate liquidity. Further, an active trading market for the Equity Shares may not develop and the price of the Equity Shares may be volatile.

• The price of the Equity Shares may be highly volatile after the Offer, which could result in substantial losses for investors acquiring the Equity Shares in the Offer.

• You will not be able to sell immediately on the Stock Exchanges any of the Equity Shares you purchase in the Offer.

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

• Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by the Company may dilute your shareholding and any sale of Equity Shares by its Promoters or members of the company Promoters Group may adversely affect the trading price of the Equity Shares.

• Sale of Equity Shares by its Promoters or other significant shareholder(s) may adversely affect the trading price of the Equity Shares.

• The Company will not receive any proceeds from the Offer for Sale portion.

• Sale of Equity Shares by its Promoters or other significant shareholder(s) may adversely affect the trading price of the Equity Shares.

• The Company will not receive any proceeds from the Offer for Sale portion.