EMA Partners

Risks

• The ongoing success and reputation of EMA Partners, as well as the continued validity of the EMA Partners International Membership Agreement, are crucial for maintaining our business operations under the name "EMA Partners".

• A significant portion of our business is attributable to certain large clients. Any deterioration of their financial condition or prospects may have an adverse impact on our business. Further, if we fail to expand the size of our business with our existing clients or expand to new clients, or if we lose our large clients, our business, revenue, profitability and growth will be adversely affected

• If we are unable to protect our intellectual property, or if we face allegations of infringing others` intellectual property, our business, our reputation, results of operations, cash flows and financial condition could be adversely affected.

• Through EMA Partners Executive Search Private Limited, our wholly owned subsidiary we have invested in Reccloud Technologies Private Limited which has developed the "MyRCloud" technology platform. If we`re unable to scale this solution or if the system becomes obsolete, we may not be able to recover our investment.

• We face significant competition from domestic and global firms. The domestic market is fragmented with small boutique firms offering recruitment services. Competition in our industry could result in loss of market share, reduced demand for our services, and /or require us to lower fees for our services, which could adversely affect our operating result and future growth.

• We are limited in our ability to recruit candidates from certain of our clients due to off-limit agreements with those clients and for client relations and marketing purposes. Such limitations could impact our business and revenues.

• Failure to attract and retain qualified and experienced employees could result in a loss of clients which in turn could cause a decline in our revenue and future growth.

• We are subject to potential legal liability from clients, employees, candidates for employment, shareholders and other stakeholders.

• We are dependent on our Promoters, Directors and our Key Managerial Personnel for the execution of our business strategy. Failure to retain our executive officers and key personnel or integrate new members of our senior management who are critical to our business may prevent us from successfully managing our business and limit our growth.

• Acquisitions or our inability to effect acquisitions may have an adverse effect on our business.

• We may be unable to fully realize the anticipated benefits of future acquisitions successfully or within our intended timeframe. If we are unable to identify expansion opportunities or experience delays or other problems in implementing our strategy of expanding our scale through acquisitions, our growth, business, financial condition, results of operations and prospects may be adversely affected.

• Our past growth rates may not be indicative of our future growth, and if we are unable to maintain adequate internal systems, processes and controls our business may be adversely affected.

• Social media platforms present risks and challenges that can cause damage to our brand and reputation.

• Our Company`s financial performance and growth are significantly dependent on the sustained profitability and operational success of our Subsidiaries and in the event of any downturn in one or more of our key Subsidiaries, our ability to invest in new ventures, service debts, or maintain operational efficiencies may be compromised, which could lead to adverse effects on our business, financial condition, and results of operations.

• Cyber security vulnerabilities may lead to improper disclosures of information obtained from our clients, candidates and employees which could result in liabilities and harm our reputation.

• An inability to maintain adequate insurance coverage in connection with our operations may adversely affect our operations and profitability.

• There are outstanding legal proceedings involving our Company, Promoters and Directors. Any adverse decision in such proceeding may have a material adverse effect on our business, results of operations and financial condition.

• Brand recognition is important to the success of our business, and our inability to build and maintain our brand names will harm our business, financial condition and results of operation.

• Client contracts are generally of a short duration and contain termination provisions. Certain of our client contracts can be terminated by our clients with limited or no notice or penalty, which could have an adverse impact on our business.

• We are subject to numerous and varied government regulations across the jurisdictions in which we operate. All such laws and regulations are also evolving which exposes us to numerous risk and any adverse change may have impact on our business, results of operations and financial conditions.

• Our results of operations and ability to grow could be affected if we cannot successfully yield the intended results from our investment in software required for operations, or keep pace with technological changes in the development and implementation of our services and solutions.

• We are subject to risk as it relates to software that we license from third parties.

• Employee Fraud or misconduct could harm us by impairing our ability to attract and retain clients and subject us to significant legal liability and reputational harm.

• Data security, data privacy and data protection laws and other evolving regulations and cross border data transfer restrictions may limit the use of our services, increase our cost and adversely affect our business.

• Clients may delay or default on their payments. This could adversely affect our business and financial condition.

• We incur significant employee benefits expense. An increase in employee costs may prevent us from maintaining our competitive advantage and may reduce our profitability.

• We may not be successful in implementing our business strategies.

• Our business is currently concentrated in India and certain foreign markets such as the United Arab Emirates and Singapore. Expansion into new geographies will cause us to incur significant costs, forex exposure and face regulatory, personnel and cultural challenges which may adversely affect our operational expenses.

• Certain of our Subsidiaries have incurred losses in the past. We may be required to fund the operations of our Subsidiaries in the future and our investments in our Subsidiaries may eventually be written-off, which could subject us to additional liabilities and could have an adverse effect on our Company`s reputation, profitability and financial condition.

• Our Company and subsidiaries do not own our registered office and some of the premises where our operations are conducted and the said premises have been taken on leave and licence or lease. Any termination of these agreements may require us to vacate such premises and adversely affect our business operations.

• There can be no assurance that the objects of the Offer 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.

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

• Foreign currency exchange rate risk affects our results of operations.

• 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 entered into any arrangements for alternate source of raising the funds required for our "Objects of the Offer". Any shortfall in raising/meeting the same could adversely affect our growth plans, operations and financial performance.

• Our Promoters and Director have given personal guarantees and properties in relation to certain debt facilities provided to our Company by our lender. In event of default of the debt obligations, the personal guarantees may be invoked thereby adversely affecting our Promoter`s and Directors ability to manage the affairs of our Company and our Company`s profitability and consequently this may impact our business, prospects, financial condition and results of operations.

• 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.

• We have contingent liabilities and our financial condition could be adversely affected if these contingent liabilities materialize.

• The average cost of acquisition of Equity Shares held by our Promoters could be significantly lower than the Offer 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 inability to receive or renew the necessary licenses, approvals and registrations in a timely manner or at all may lead to interruption of our Company`s operations.

• Our Company has listed peer companies in the similar industry but may not be considered for comparison of performance and therefore, investors must rely on their own examinations of accounting ratios of our Company for the purposes of investment in this Offer.

• There are certain discrepancies/errors noticed in some of our corporate records relating to forms filed with the Registrar of Companies and other provisions of Companies Act, 2013.

• There have been certain inaccuracy in relation to regulatory filings and our company and material subsidiary, EMA Partners Executive Search Private Limited has made non-compliances of certain provision under applicable law.

• We have commissioned an industry report for the disclosures made in the chapter titled "Our Industry" and made disclosures on the basis of the data provided in the same and such data has not been independently verified by us.

• We may need to seek additional financing in the future to support our growth strategies. Any failure to raise additional financing could have an adverse effect on our business, results of operations, financial condition and cash flows.

• Grant of stock options under our employee stock option plan may result in a charge to our statement of profit and loss account and, to that extent, reduce our profits.

• Our Company proposes to utilize part of the Net Proceeds for repayment or pre-payment, in full or in part, of all or certain borrowings availed by our Company from various banks and financial institutions and accordingly, the utilization of that portion of the Net Proceeds will not result in creation of any tangible assets.

• We have issued equity shares (excluding Bonus issue) during the last 12 months at a price which may be below the Offer Price.

• Our Promoters, certain of our Directors, Key Management Personnel and Senior Management Personnel may be interested in us other than in terms of remuneration and reimbursement of expenses, and this may result in conflict of interest with us.

• Apart from provisions made for our Company`s subsidiary, our Company has not provided for a decline in the value of its investments made in its Subsidiaries.

• The unsecured loan availed by our subsidiaries from a related party may be recalled at any given point of time.

• Our Company has generated negative cash flow from its investing and financing activities in the previous three financial years.

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

• Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase in the Offer.

• The company will not receive any proceeds from the Offer for Sale portion of the Offer.

• There are restrictions on daily/weekly/monthly movements in the price of the Equity Shares, which may adversely affect a shareholders` ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.

• 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.

• Our Company`s Equity Shares have never been publicly traded and the Offer may not result in an active or liquid market for our Equity Shares. Further, the price of our Equity Shares may be volatile, and you may be unable to resell your Equity Shares at or above the Offer Price, or at all.

• QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after the submission of their Bid, and Retail Individual Investors are not permitted to withdraw their Bids after closure of the Bid/ Offer Closing Date.

• The determination of the Price Band is based on various factors and assumptions and the Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer. The Equity Shares may experience price and volume fluctuations. Further, the current market price of some securities listed pursuant to certain previous issuers managed by the BRLM is below their respective issue prices.

• Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby suffer future dilution of their ownership position.