Medi Assist Ser.

Well Established Third Party Administrator in India.

Scalable technology-enabled infrastructure addressing the needs of all constituents of the health insurance ecosystem.

Longstanding relationships with Indian insurance companies.

Diversified base of Group Accounts with strong relationships.

Attractive contracts with a pan-India healthcare provider network to provide discounted rates and/or preferential packages to its customers.

The Company`s ability to integrate acquisitions with its business and consolidating its position in the industry.

Experienced management team and institutional shareholders.

The company`s inability to effectively manage and expand its network of healthcare providers may have an adverse effect on its business, results of operations and financial condition.

The company derives a significant portion of its revenues from a limited number of clients and the loss of one or more such clients could adversely affect its business and prospects.

The report of the previous statutory auditors of the Company and one of its Subsidiaries, Medi Assist TPA, contains certain disclaimers of opinion, and the reports of the current statutory auditors of the Company and one of the Subsidiaries, Medi Assist TPA, contain other matter and emphasis of matter paragraphs, as applicable.

The company`s business is significantly dependent on group accounts in certain industries, and any adverse developments affecting such industries may adversely affect its business and results of operations. In addition, any termination or adverse change in the company relationship or arrangements with insurance companies or corporates could adversely affect its business, results of operations and financial condition.

The company has acquired certain entities in the recent past, including outside of India, and may continue to do so in the future. Any failure to realize the anticipated benefits of its acquisitions may have an adverse effect on the company business, results of operations, financial condition and cash flows.

There are outstanding legal proceedings involving the Company, the Directors, the Promoters and the Subsidiaries.

The company is dependent on its Directors, Key Managerial Personnel and Senior Management, and the loss of, or the company inability to attract or retain these persons could adversely affect its business, results of operations and financial condition.

The company revenues and profitability are dependent on its premium under management, which may decline.

The company`s business is dependent on the continued demand for benefits administration services by insurance companies, corporates and the Central and State Governments.

The company have certain contingent liabilities that may adversely affect its financial condition and results of operations.

Significant disruptions in the company information technology systems, its inability to maintain and upgrade the company information technology systems, or breaches of data security could adversely affect its reputation, business and results of operations.

The company has had negative cash flows from investing and financing activities in the past and may continue to have negative cash flows in the future.

The company has, in the past, failed to make timely regulatory filings with the RoC.

Certain of the company Subsidiaries have availed bank guarantees, and are required to comply with certain restrictive covenants under its financing agreements. Any non-compliance will lead to an event of default resulting in repayment of the facility on demand, suspension of further disbursements or cancellation of the facility, which may adversely affect its business, results of operations, financial condition and cash flows and impact dividends and distributions of the Subsidiaries to the Company.

The company`s business is subject to various laws and regulations and its inability to comply with them may adversely affect the company business, results of operations and reputation.

The company have commissioned an industry report from Frost & Sullivan (India) Private Limited which has been used for industry related data in this Draft Red Herring Prospectus. Accordingly, prospective investors are advised not to place undue reliance on such information.

The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interests with its shareholders.

Conflicts of interest may arise out of common business objects shared by the Company, its Subsidiaries, The company Group Companies and the Promoters, which may affect the company business, results of operations and financial conditions.

Non-compliance with the Insurance Regulatory and Development Authority of India`s (IRDAI) inspections or any adverse observations by the IRDAI may adversely affect the company business, results of operation or financial condition.

The company Directors, Promoters, Key Managerial Personnel and Senior Management have interests in it other than reimbursement of expenses incurred and normal remuneration and benefits.

The company service government-sponsored insurance schemes and are exposed to risks associated with program funding, enrollments and delayed payments that could adversely affect its business, results of operations and financial condition.

The company handle personal data, including sensitive medical data, in the ordinary course of its business and any failure to maintain the confidentiality of such data could result in legal liabilities for it and adversely affect the compny reputation.

Employee fraud or misconduct could harm it by impairing the company ability to attract and retain clients and subject it to significant legal liability and reputational harm.

The company may be subject to wrongful claims processing that could result in the imposition of penalties or require it to pay damages under its contractual arrangements.

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

In the event of a disaster, the company disaster recovery and business continuity plans may fail, which could result in the loss of client data and adversely interrupt operations.

The benefits administration industry is intensely competitive and the company inability to compete effectively may adversely affect its business, results of operations and financial condition.

The company`s inability to effectively manage its growth or to successfully implement the company business plan and growth strategy could have an adverse effect on its business, results of operations and financial condition.

The inability to identify, obtain and retain intellectual property rights or technology could harm its business. Further, the company may infringe upon the intellectual property rights of others, any misappropriation of which could adversely affect its business and reputation.

The company relies on its existing brands and the dilution of such brands could adversely affect the company business and prospects.

Any failure to maintain the quality of the company services may negatively impact its brands and reputation and result in loss of the insurance companies and the group accounts serviced by it, which may adversely affect the company business and results of operations.

The company may be subject to potential reputational harm arising from any negligence or misconduct by its healthcare service provider network.

The company insurance coverage may not be sufficient or may not adequately protect it against all material hazards, which may adversely affect its business, results of operations and financial condition.

The success of its business and operations are dependent upon certain quality accreditations which are valid for a limited time period. An inability to renew such accreditations in a timely manner, or at all, may adversely affect its business and prospects.

The company conduct its business operations on leased premises, and the company inability to renew such leases may adversely affect of the operations.

The Company`s ability to pay dividends in the future will depend on its profitability and the financial performance of the company Subsidiaries.

Some of the company Directors, Promoters, Key Managerial Personnel and Senior Management may have interests in entities which are in businesses similar to the company, and this may result in conflict of interest with it.

The company will continue to be controlled by its Promoters after the completion of the Offer and their interests may differ from those of the other shareholders.

The company corporate Promoters may not have adequate experience in the business activities undertaken by the Company and its Subsidiaries.