Adcounty Media India Limited - IPO

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

2. We have had negative cash flows in the past and may continue to have negative cash flows in the future.

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

4. Our restated financial statements have been prepared by a Peer Reviewed Chartered Accountants which is different from our Statutory Auditor.

5. Our Registered Office and other branches from where we operate are not owned by us. If we are required to vacate the same or if we are unable to renew our current leases, due to any reason whatsoever, it may adversely affect our business operations.

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

7. We depend on a limited number of customers for a significant portion of our revenues. The loss of a major customer or significant reduction in demand from any of our major customers may adversely affect our business, financial condition, results of operations and profitability.

8. We have experienced a dip in our revenue from operations in the past and may experience further growth downfall or unable to manage an efficient growth rate.

9. Our Company is involved in certain legal proceedings/litigations. Any adverse decision in such proceedings may render us/them liable to penalties and may adversely affect our business and result of operations.

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