Happy Square

Risks

• Its may be unable to perform background verification procedures on its staffed personnel prior to placing them with the company clients.

• We may be exposed to risks and costs associated with protecting the integrity and security of our systems as well as our clients` operational and other confidential information.

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

• Our businesses are subject to various operational risks and any adverse incident or accident involving employees in our businesses may adversely affect our reputation, business, results of operations and financial condition.

• An inability to recruit, train and retain qualified and experienced personnel who meet the staffing requirements of our clients may adversely affect our reputation, business prospects and future financial performance.

• Our business is subject to extensive government regulation, which may restrict the types of services we are permitted to offer or result in additional tax or other costs that reduce our revenues and earnings.

• India has stringent labour legislations that protect the interests of workers, and if our employees unionize, we may be subject to industrial unrest, slowdowns and increased wage costs.

• Some of our contracts are with the Government of India or government agencies and we may face certain inherent risks associated with government contracts.

• Our Group Companies, White force Outsourcing Services Private Limited and Happiest Resume Services Private Limited may have conflict of interest with us as it is engaged in similar business and may compete with us.

• Our Company is reliant on the demand from certain industries for a significant portion of our revenue. Any downturn in such industries or an inability to increase or effectively manage our sales could have an adverse impact on our Company`s business and results of operations.

• Clients may delay or default in making payments for services and failure to recover such receivables in a timely manner could affect the cash-flows and liquidity of the Company.

• An inability to manage our rapid growth and business diversification initiatives may disrupt our operations and adversely affect our business and growth strategies and future financial performance.

• The commercial success of our services depends to a large extent on the success of the success of our end use customers. If there is any downturn in the industries in which our customers operate, it could have a material adverse effect on our business, financial condition and results of operations.

• We do not own certain premises used by our Company. Disruption of our rights as licensee/ lessee or termination of the agreements with our licensors/ lessors would adversely impact our business operations and, consequently, our business.

• Our business has failed to deduct and pay Professional Tax for its employees, for which the Company may face regulatory actions.

• Our business and prospects may be adversely affected if we are unable to maintain and grow the image of our brand.

• There have been certain instances of appointment of Directors in contravention with Section 167 of the Companies Act, 2013. Consequently, our Directors may be subject to regulatory actions and penalties for any such noncompliance and our business, financial condition and reputation may be adversely affected.

• If the company is not able to obtain, renew or maintain its statutory and regulatory licenses, registrations and approvals required to operate its business, it may have a material adverse effect on the company business, results of operations and financial condition.

• The loss of, or a significant decrease in revenues from, one or more of our key clients or primary markets may adversely affect our revenues, results of operations and financial performance.

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

• Our staffing business, which accounts for the significant majority of our revenues, is susceptible to unfavourable socioeconomic perception.

• We operate in a highly competitive and fragmented industry and may be unable to compete successfully against existing or new competitors, particularly in the unorganized segment.

• Our staffing business, which accounts for the significant majority of our revenues, is susceptible to Change in global economic outlook and increased usage of technology.

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

• We may be unable to perform background verification procedures on our staffed personnel prior to placing them with our clients.

• Our lenders have charge over our movable and immovable properties in respect of finance availed by us.

• Certain of our client arrangements may be terminated by our clients without cause and with limited or no notice or penalty, which could negatively impact our revenue and profitability.

• Our inability to procure and/or maintain adequate insurance cover in connection with our business may adversely affect our operations and profitability.

• Some of the industries we serve are cyclical in nature, and fluctuations in commodity prices could also have a material adverse impact on our results of operations.

• Our results of operations and ability to grow could be materially affected if we cannot successfully keep pace with technological changes in the development and implementation of our services and solutions.

• If we are unable to attract new clients or our existing clients do not renew their contract, the growth of our business and cash flows will be adversely affected.

• Our intellectual property rights may be infringed upon or we may infringe the intellectual property rights of third parties. The use of "Happy Square" or similar trade names by third parties may result in loss of business to such third parties, and any potential negative publicity relating to such third parties may adversely affect our reputation, the goodwill of our brand and business prospects.

• Our Company has availed unsecured loans, which are recallable in nature.

• We may need to change our pricing models to compete successfully.

• We are subject to risks arising from interest rate fluctuations, which could adversely affect our business, financial condition and results of operations.

• There have been instances of delays and default in payment of statutory dues, i.e. GST and professional tax by the Company. In case of any delay or default in payment of statutory due in future by our Company, the Regulatory Authorities may impose monetary penalties on us or take certain punitive actions against our Company in relation to the same which may have adverse impact on our business, financial condition and results of operations.

• There can be no assurance that the objects of the Issue will be achieved within the time frame anticipated or at all, or that the deployment of the Net Proceeds in the manner intended by us will result in any increase in the value of your investment. Further, the plan for deployment of the Net Proceeds has not been appraised by any bank or financial institution.

• There are outstanding litigations involving our Company which, if determined adversely, may affect our business and financial condition.

• Any delays and/or defaults in payments could result in increase of working capital investment and/or reduction of our Company`s profits, thereby affecting our operation and financial condition.

• Our Company requires significant amount of working capital for a continuing growth. Our inability to meet our working capital requirements may adversely affect our results of operations.

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

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

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

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

• Our business is significantly affected by fluctuations in the growth of the economy.

• We have in past entered into related party transactions and we may continue to do so in the future.

• Our Promoters and members of our Promoter Group are co-borrowers in the secured loans availed by our Company from Axis Bank Limited. Further, our Promoters and members of our Promoter Group have given their personal property as collateral security for securing the loan facilities availed by our Company. Withdrawal of any or all of these personal properties may adversely affect our business operations and financial condition.

• Our agreements with lenders for financial arrangements contain restrictive covenants for certain activities and if we are unable to get their approval, it might restrict our scope of activities and impede our growth plans.

• If we are unable to establish and maintain an effective system of internal controls and compliances, our business and reputation could be adversely affected.

• In addition to our existing indebtedness for our existing operations, we may incur further indebtedness during the course of business. We cannot assure that we would be able to service our existing and/ or additional indebtedness.

• We have not made any alternate arrangements for meeting our capital requirements for the Objects of the Issue. Further, we have not identified any alternate source of financing the �bjects of the Issue`. Any shortfall in raising / meeting the same could adversely affect our growth plans, operations and financial performance.

• 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 our Company.

• Any variation in the utilisation of the Net Proceeds or in the terms of any contract as disclosed in the Draft Red Herring Prospectus would be subject to certain compliance requirements, including prior shareholders` approval.

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

• We have not independently verified certain data in the industry chapter in this Draft Red Herring Prospectus.

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

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

• There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the SME Platform of National Stock Exchange of India Limited in a timely manner or at all.

• There is no existing market for our Equity Shares, and we do 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 Issue.

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

• 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 our Company may dilute your shareholding and any sale of Equity Shares by our Promoters or members of our Promoter Group may adversely affect the trading price of the Equity Shares.

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

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

• Global economic, political, and social conditions may harm our ability to do business, increase our costs and negatively affect our stock price.

• Investors may be subject to Indian taxes arising out of income arising on the sale of and dividend on our Equity Shares.

• Its management has limited experience in handling the business operations of the Company.

• The Company is reliant on the demand from certain industries for a significant portion of its revenue. Any downturn in such industries or an inability to increase or effectively manage the company sales could have an adverse impact on the Company`s business and results of operations.

• There have been instances of frequent changes in the statutory auditors of the Company in the past 3 financial years. The company cannot assure you that such instances shall not occur in the future.

• Its may be exposed to risks and costs associated with protecting the integrity and security of its systems as well as the company clients` operational and other confidential information.

• An inability to recruit, train and retain qualified and experienced personnel who meet the staffing requirements of its clients may adversely affect our reputation, business prospects and future financial performance.

• The Company has extended certain advances to entities where Directors have significant control. Any defaults committed by such entities in repayment of such advances may adversely affect its business operations and financial condition.

• The loss of, or a significant decrease in revenues from, one or more of its key clients or primary markets may adversely affect its revenues, results of operations and financial performance.

• There have been certain instances of appointment of Directors in contravention with Section 167 of the Companies Act, 2013. Consequently, its Directors may be subject to regulatory actions and penalties for any such noncompliance and the company business, financial condition and reputation may be adversely affected.

• Its businesses are subject to various operational risks and any adverse incident or accident involving employees in the company businesses may adversely affect its reputation, business, results of operations and financial condition.

• Its business is subject to extensive government regulation, which may restrict the types of services the company is permitted to offer or result in additional tax or other costs that reduce its revenues and earnings.

• India has stringent labour legislations that protect the interests of workers, and if its employees unionize, the company may be subject to industrial unrest, slowdowns and increased wage costs.

• The company operates in limited geographies for a significant portion of its revenue and also depends on limited number of customers for its revenue from operations. Projects in new geographies may not be as profitable as in existing geographies.

• There have been instances of delays and default in payment of statutory dues, i.e. GST by the Company. In case of any delay or default in payment of statutory due in future by the Company, the Regulatory Authorities may impose monetary penalties on it or take certain punitive actions against the Company in relation to the same which may have adverse impact on its business, financial condition and results of operations.

• Some of its contracts are with the Government of India or government agencies and its may face certain inherent risks associated with government contracts.

• Its Group Companies, White force Outsourcing Services Private Limited and Happiest Resume Services Private Limited may have conflict of interest with the company as it is engaged in similar business and may compete with it.

• If the company is not able to obtain, renew or maintain its statutory and regulatory licenses, registrations and approvals required to operate the company business, it may have a material adverse effect on its business, results of operations and financial condition.

• Clients may delay or default in making payments for services and failures to recover such receivables in a timely manner could affect the cash-flows and liquidity of the Company.

• An inability to manage its rapid growth and business diversification initiatives may disrupt the company operations and adversely affect its business and growth strategies and future financial performance.

• The commercial success of its services depends to a large extent on the success of the success of the company end use customers. If there is any downturn in the industries in which its customers operate, it could have a material adverse effect on the company business, financial condition and results of operations.

• The company does not own certain premises used by the Company. Disruption of its rights as licensee/ lessee or termination of the agreements with its licensors/ lessors would adversely impact the company business operations and, consequently, its business.

• Its business has failed to deduct and pay Professional Tax for its employees, for which the Company may face regulatory actions.

• Its business and prospects may be adversely affected if the company is unable to maintain and grow the image of its brand.

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

• Global economic conditions have been unprecedented and challenging and continue to affect the Indian job market, and have an adverse effect on its business, results of operations and prospects.

• 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.

• Its staffing business, which accounts for the significant majority of the company revenues, is susceptible to unfavourable socioeconomic perception.

• Its inability to procure and/or maintain adequate insurance cover in connection with the company business may adversely affect its operations and profitability.

• The company operates in a highly competitive and fragmented industry and may be unable to compete successfully against existing or new competitors, particularly in the unorganized segment.

• Its staffing business, which accounts for the significant majority of the company revenues, is susceptible to Change in global economic outlook and increased usage of technology.

• 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.

• Its lenders have charge over the company movable and immovable properties in respect of finance availed by it.

• Certain of its client arrangements may be terminated by the company clients without cause and with limited or no notice or penalty, which could negatively impact its revenue and profitability.

• Some of the industries the company serve are cyclical in nature, and fluctuations in commodity prices could also have a material adverse impact on its results of operations.

• Its results of operations and ability to grow could be materially affected if the company cannot successfully keep pace with technological changes in the development and implementation of its services and solutions.

• If the company is unable to attract new clients or it existing clients does not renew their contract, the growth of its business and cash flows will be adversely affected.

• Its intellectual property rights may be infringed upon or its may infringe the intellectual property rights of third parties. The use of "Happy Square" or similar trade names by third parties may result in loss of business to such third parties, and any potential negative publicity relating to such third parties may adversely affect its reputation, the goodwill of the company brand and business prospects.

• The Company has availed unsecured loans, which are recallable in nature.

• Its may need to change the company pricing models to compete successfully.

• The company is subject to risks arising from interest rate fluctuations, which could adversely affect its business, financial condition and results of operations.

• There can be no assurance that the objects of the Issue will be achieved within the time frame anticipated or at all, or that the deployment of the Net Proceeds in the manner intended by it will result in any increase in the value of your investment. Further, the plan for deployment of the Net Proceeds has not been appraised by any bank or financial institution.

• There are outstanding litigations involving the Company which, if determined adversely, may affect its business and financial condition.

• Any delays and/or defaults in payments could result in increase of working capital investment and/or reduction of the Company`s profits, thereby affecting its operation and financial condition.

• The Company requires significant amount of working capital for a continuing growth. Its inability to meet the company working capital requirements may adversely affect its results of operations.

• 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.

• Its Promoters and members of the Promoter Group have significant control over the Company and have the ability to direct its 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 Issue 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.

• Its business is significantly affected by fluctuations in the growth of the economy.

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

• Its Promoters and members of the company Promoter Group are co-borrowers in the secured loans availed by the Company from Axis Bank Limited. Further, its Promoters and members of the company Promoter Group have given their personal property as collateral security for securing the loan facilities availed by the Company. Withdrawal of any or all of these personal properties may adversely affect its business operations and financial condition.

• Its agreements with lenders for financial arrangements contain restrictive covenants for certain activities and if the company is unable to get their approval, it might restrict its scope of activities and impede the company growth plans.

• 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.

• In addition to its existing indebtedness for the company existing operations, its may incur further indebtedness during the course of business. The company cannot assure that its would be able to service the company existing and/ or additional indebtedness

• Its actual cost incurred in completing a project may vary from the underlying assumptions. Further, the company enter into fixed-price contracts with its customers and the company failures to mitigate certain risks associated with such contracts may result in reduced operating margins. Its may be unable to recover all or some of the additional expenses incurred, which could adversely affect the company financial condition, results of operation and cash flows.

• 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.

• Any variation in the utilisation of the Net Proceeds or in the terms of any contract as disclosed in the Red Herring Prospectus would be subject to certain compliance requirements, including prior shareholders` approval.

• The company 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 has not independently verified certain data in the industry chapter 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 Issue may not result in an active or liquid market for the Equity Shares.

• There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the SME Platform of National Stock Exchange of India 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 Issue.

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

• 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 Promoter 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.

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

• Global economic, political, and social conditions may harm its ability to do business, increase the company costs and negatively affect its stock price.

• Investors may be subject to Indian taxes arising out of income arising on the sale of and dividend on its Equity Shares.