Adcounty Media.

Risks

• The present promoters of the Company are first generation entrepreneurs.

• The company has had negative cash flows in the past and may continue to have negative cash flows in the future.

• Companies may delay or reduce their spending on marketing in periods of economic uncertainty, which could materially harm its business.

• Its restated financial statements have been prepared by a Peer Reviewed Chartered Accountants which is different from the company Statutory Auditor.

• Its Registered Office and other branches from where the company operate are not owned by it. If the company is required to vacate the same or if the company is unable to renew its current leases, due to any reason whatsoever, it may adversely affect its business operations.

• Certain legal proceedings are pending against its Corporate Promoter and individual promoters. While these proceedings does not involve the Company, any adverse development may impact our reputation and business operations.

• The company depends on a limited number of customers for a significant portion of its revenues. The loss of a major customer or significant reduction in demand from any of the company major customers may adversely affect its business, financial condition, results of operations and profitability.

• The company has experienced a dip in its revenue from operations in the past and may experience further growth downfall or unable to manage an efficient growth rate.

• The Company is involved in certain legal proceedings/litigations. Any adverse decision in such proceedings may render it/them liable to penalties and may adversely affect its business and result of operations.

• Majority of its state-wise revenues for the last 3 years is derived from Haryana, Karnataka and Maharashtra. Any adverse developments affecting its operations in these states could have an adverse impact on the company revenue and results of operations.

• Its success depends largely upon the services of the company Directors, Promoters and other Key Managerial Personnel and its ability to attract and retain them. Demand for Key Managerial Personnel in the industry is intense and the company inability to attract and retain Key Managerial Personnel may affect the operations of the Company.

• Its may be required to enter into strategic partnerships and acquisitions in the future, in relation to the company growth strategy. If the company is unable to successfully identify and integrate acquisitions, its growth strategy and prospects may be adversely affected.

• There may be potential conflict of interests between the Company, its Group Company and other venture or enterprises promoted by its promoter or directors (the company Promoter Group Companies).

• Its proposed capital expenditure relating to development of websites and applications is subject to the risk of unanticipated delays in implementation and cost overruns.

• The company operate in highly competitive markets and its inability to compete effectively may lead to lower market share or reduced operating margins, and adversely affect the company results of operations.

• Its proposed capital expenditure relating to development of software is subject to the risk of unanticipated delays in implementation and cost overruns. Changes in technology and modernization may render its current technologies or newly developed technologies obsolete or require it to make substantial investments again.

• The company operations requires significant amount of working capital for its smooth day to day operations and continuing growth of business. Any discontinuance or its inability to procure adequate working capital timely and on favorable terms may have an adverse effect on the company operations, profitability, and growth prospects.

• The Company may not have complied with certain statutory provisions of the Companies Act, 2013. Such non compliances / lapses may attract penalties and prosecution against the Company and its directors which could impact the financial position of the Company to that extent.

• The Company may incur penalties or liabilities for non-compliance with certain provisions of the GST Act, Income Tax and other applicable laws in previous years.

• The company does not have long-term contracts with our suppliers i.e. platform owners, website owners, application owners etc., where the company advertise and/or publish its digital marketing campaigns and therefore there may be potential unavailability of platforms or spaces where the company advertise its content, which may adversely affect the company business operations.

• Its profitability and business operations are significantly dependent on the company ability to successfully anticipate the industry and client requirements. Any failures on its part to do so may have an impact on the company operations, which could have an adverse effect on its revenue, reputation, financial conditions, results of operations and cash flows.

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

• Failures in IT systems and infrastructure supporting our system and operations could significantly disrupt its operations and have a material adverse effect on its business, results of operations, cash flows and financial condition. Additionally, our success hinges on the company ability to innovate, upgrade, and adapt to new technological advancements.

• Its may not be able to prevent unauthorised use of trademarks obtained/ applied for by third parties, which may lead to the dilution of the company goodwill.

• Any inability to comply with advertising laws and other regulatory requirements in relation to its Digital Marketing offering and other functions may adversely affect its business, financial condition, and results of operations.

• The company has issued Equity Shares during the last one year at a price that may be below the Issue Price.

• Changes in technology may render its current technologies obsolete or require us to make substantial investments which would have an adverse effect on its business, result of operations.

• Its insurance coverage in connection with the company business may not be adequate and may adversely affect its operations and profitability.

• The Company`s operation and growth is dependent upon successful implementation of its business strategies.

• Cybersecurity threats continue to increase in frequency and sophistication. A successful cybersecurity attack could interrupt or disrupt its information technology systems, softwares, websites, applications or cause the loss of confidential or protected data, which could disrupt its business, force us to incur excessive costs or cause reputational harm.

• In addition to normal remuneration, other benefits and reimbursement of expenses, some of its Directors (including the company Promoters) and Key Management Personnel are interested in the Company to the extent of their shareholding and dividend entitlement in the Company.

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

• If the company experience delays and/or defaults in client payments, its may be unable to recover all expenditures.

• Its Promoter and the Promoter Group will jointly continue to retain majority shareholding in the Company the issue, which will allow them to determine the outcome of the matters requiring the approval of shareholders.

• 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 risk.

• Its inability to effectively manage project execution may lead to project delays which may affect the company business and results of operations.

• Significant differences exist between Indian GAAP and other accounting principles, such as Ind AS, IFRS and U.S. GAAP, which may be material to investors` assessments of the financial condition, result of operations and cash flows.

• Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

• The Company is subject to foreign exchange control regulations which can pose a risk of currency fluctuations.

• The Company has not paid any dividends in the past 3 financials years and 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.

• Industry information included in this Red Herring Prospectus has been derived from industry reports from various websites. The reliability on the forecasts of the reports could be incorrect and would significantly impact its operations.

• The Company`s future funding requirements, in the form of further issue of capital or other securities and/or loans that might be availed by it, may turn out to be prejudicial to the interest of the shareholders depending upon the terms and conditions on which they are raised.

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

• There are certain restrictions on daily movements in the price of 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.

• Market price of its share will be decided by market forces and issue price of equity share may not be indicative of the market price of the company share price after the issue.