45.

46.

 

Particulars As of September 30, 2021
Value added Tax 8.26
Total 120.04

 

 

 

 

 

 

The Company has given corporate guarantee to banks against the loan taken by subsidiary company - Optival Health
Solutions Private Limited of % 1,850.00 million (September 30, 2020: 2 1,775.00 million, March 31, 2021: % 1,850.00
million, March 31, 2020: 2 1,775.00 million, March 31, 2019: 2 1,050 million) for the purpose of funding its working
capital requirement.

For further information on our contingent liabilities, see “Management's Discussion and Analysis of Financial Condition
and Results of Operations — Contingent Liabilities Based on Our Restated Financial Information” on page 299. If a
significant portion of these liabilities materialize, it could have an adverse effect on our business, financial condition and
results of operations.

We have in the last 12 months issued Equity Shares and preference shares at a price that could be lower than the
Offer Price.

As on date of this Prospectus, we have issued no Equity Shares at a price that could be lower than the Offer Price during
the last twelve months, except as disclosed in “Capital Structure — Notes to the Capital Structure” on page 75.

Further, our Company filed an exemption application dated May 24, 2021 with the SEBI that certain equity shares acquired
by the Corporate Promoters during the preceding one year at a price lower than the price at which the equity shares that
will be offered to the public in the Offer to be considered as eligible for computation towards minimum promoter’s
contribution. The Exemption Application was acceded to by SEBI pursuant to its letter dated June 17, 2021. Accordingly,
certain of the preference shares held by the Promoters were converted into Equity Shares on August 5, 2021 (i.e. prior to
the filing of the DRHP) to ensure that sufficient Equity Shares were available with the Promoters for the purposes of
minimum promoter contribution.

Our Company has converted the preference shares on August 5, 2021 into Equity Shares held by Gangadi Madhukar Reddy,
Agilemed Investments Private Limited and Lone Furrow Investments Private Limited. The converted Equity Shares shall
be locked-in either in part or in full as may be required for the minimum promoter contribution.

Further, pursuant to the board resolutions dated November 22, 2021, our Company has converted (i) 2,836,421 Series A
CCPS, (ii) 8,956,480 Series B CCPS, (iii) 1,721,445 Series B1 CCPS, (iv) 1,676,418 Series B2 CCPS, (v) 560,896 Series
C1 CCPS, and (vi) 160,147 Series C2 CCPS into Equity Shares.

We have included certain non-Generally Accepted Accounting Principles financial measures and other selected
statistical information related to our operations in this Prospectus. Such non-Generally Accepted Accounting
Principles financial measures and other statistical information may vary from any standard methodology that is
applicable across the pharmacy retail industry and may not be comparable with financial or statistical information
of similar nomenclature computed and presented by other companies.

Certain non-GAAP measures relating to our financial performance, such as, EBITDA, EBITDA Margin, Adjusted
EBITDA, Adjusted EBITDA Margin, Return on Capital Employed, Net Debt Equity Ratio, Net Debt Service Coverage
Ratio, Capital Turnover Ratio, Interest Coverage Ratio (“Non-GAAP Measures”) and certain other industry metrics
relating to our operations and financial performance, such as Operating EBITDA, Store Level Operating EBITDA, Store
Level Operating EBITDA for Mature Stores, Store Level Operating EBITDA for others, Operating EBITDA Margin, Store
Level Operating EBITDA Margin, Store Level Operating EBITDA Margin for Mature Stores, Store Level Operating
EBITDA Margin for others, Operating ROCE, Capital Employed, Operating Capital Employed, Adjusted Capital
Employed and Operating EBIT, revenue per store, Operating EBITDA per store, payback period, store numbers state wise
and region wise, branded vs. non-branded sales mix, product mix, market share, Store Level Operating ROCE for Mature
Stores presented in this Prospectus are a supplemental measure of our performance that are not required by, or presented
in accordance with, Ind AS, Indian GAAP, or IFRS. Further, these Non-GAAP Measures are not a measurement of our
financial performance under Ind AS, Indian GAAP, or IFRS and should not be considered in isolation or construed as an
alternative to cash flows, profit/ (loss) for the years/ period or any other measure of financial performance or as an indicator
of our operating performance, profitability or cash flows generated by operating, investing or financing activities derived
in accordance with Ind AS, Indian GAAP, or IFRS. In addition, these Non-GAAP Measures are not a standardised term,
hence a direct comparison of similarly titled Non-GAAP Measures between companies may not be possible. Other
companies may calculate the Non-GAAP Measures differently from us, limiting its utility as a comparative measure.
Although the Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting
standards, our Company’s management believes that it is useful to an investor in evaluating us because it is a widely used
measure to evaluate a company’s operating performance. For further details see “Management's Discussion and Analysis
of Financial Condition and Results of Operations” on page 283 and “Other Financial Information” on page 280.

EXTERNAL RISKS

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