Exhicon Events

Risks

• There are outstanding legal proceedings and litigations against and by the Company, its Promoters, its Directors and its Subsidiaries. Any adverse outcome in any of these proceedings may adversely affect its profitability and reputation and may have an adverse effect on its results of operations and financial condition.

• The company has had negative cash & cash equivalent generated during the year in the past based on the Restated Summary Statements of the Company and may, in the future, experience similar negative cash flows.

• The company has incurred losses in the one financial year out of last three financial years.

• Certain filings of the Company under the Companies Act could not be filed within the prescribed date of filing due to non-functionality of the MCA portal. Further, these filing may be done post filing of this Draft Red Herring Prospectus.

• The Company has not complied or delayed in compliances with some statutory provisions of the Companies Act. Such non-compliance and delayed compliance may attract penalties against the company which could impact the financial position of it to that extent.

• The Company has not obtained any insurance coverage to protect itself against certain operating hazards and this may have a material adverse effect on its business.

• The company has a subsidiary namely, Worldwide Exhibitions Agency Asia Limited, Hong Kong, whose Business Registration Certificate had been expired.

• The company has issued Equity Shares during the preceding twelve months at a price which may be below the Offer Price.

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

• The company Promoters and members of the Promoter Group will continue jointly to retain majority control over the Company even after the Issue which will allow them to determine the outcome of matters submitted to shareholders for approval.

• The company Promoter and Directors may have interest in the Company, Other than reimbursement of expenses incurred or remuneration.

• The company could be exposed to risks arising from misconduct, fraud by its employees and Business Associates.

• The company Promoters / Director controls its Group Companies and its Promoter Group Entities and any default made by the Promoter Group Entities will also impact the Company.

• The company has allotted shares at different prices within a week which may attract liability of Income Tax Act, 1961.

• The company violated the provisions of Section 185 of the Companies Act, 2013.

• The company Promoter Group Company has filed the financials statement with discrepancies in figures.

• 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 / schedule of implementation of this Issue which would in turn affect its revenues and results of operations.

• There may be potential conflict of interests between the Company and group entity/ company promoted by its Promoter cum Director.

• The company may need additional capital and its may not be able to obtain it, which could adversely affect its liquidity and financial position.

• The company success depends largely upon the services of its Promoters and other Key Managerial Personnel and the company ability to retain them. Its inability to attract and retain key managerial personnel may adversely affect the operations of the Company.

• The company face risks associated with currency exchange rate fluctuations.

• The company has not made any alternate arrangements for meeting its regular working capital requirements. If its operations do not generate the necessary cash flow, the company working capital requirements may negatively affect its operations and financial performance.

• If the Company is unable to protect its intellectual property, or if the Company infringes on the intellectual property rights of others, its business may be adversely affected.

• If the company is unable to establish and maintain an effective system of internal controls and compliances, its business and reputation could be adversely affected.

• The company is subject to risks associated with expansion into new markets.

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

• The company continued success is substantially dependent on the strength of its brand and the company reputation.

• The company inability to receive or renew the necessary licenses, approvals and registrations in a timely manner or at all may lead to interruption of the Company`s operations.

• Third party industry and statistical data in this Draft Red Herring Prospectus may be incomplete, incorrect or unreliable.

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