32.

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increasing competition for technology professionals may impact our ability to attract or retain personnel. For the financial
years 2019, 2020 and 2021 and the six months ended September 30, 2021, our attrition rate was 27.7%, 30.6%, 29.6% and
16.1%, respectively. If we are unable to offer our personnel higher compensation, we may be unable to retain them. Some
of our competitors have greater resources than we have and may be able to offer more attractive terms of employment. In
addition, we invest significant time and resources in training our employees, which increases their value to competitors
who may seek to recruit them. For the financial years 2019, 2020 and 2021 and the six months ended September 30, 2021,
our employee benefits expense was % 2,113.73 million, = 2,724.02 million, = 3,386.51 million and = 1,798.14 million,
respectively. If they leave our employment to join our competitors, there is a risk that they may solicit our existing
employees on behalf of our competitors or disclose confidential information relating to us to our competitors. If we fail to
attract, train and retain sufficient numbers of these highly qualified people, our prospects, business, financial condition and
results of operations will be materially and adversely affected.

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

As of September 30, 2021, we have entered into certain related party transactions with Gangadi Investments Private
Limited, a private limited company owned by our founder, Gangadi Madhukar Reddy, our Corporate Promoters, Agilemed,
Lone Furrow Investments, its key management personnel, Cherukupalli Bhaskar Reddy, Hemanth Kundavaram, Parag Jain
and our Group Company, Hinshitsu, over which our shareholders or key managerial personnel exercise control or have
significant influence. In addition, Hinshitsu has engaged and may continue to engage in transactions with Optival, our
Company or its other subsidiaries. While we believe that all such transactions have been conducted on an arm’s length
basis, there can be no assurance that it could not have been achieved on more favourable terms had such transactions not
been entered into with related parties. There can be no assurance that such transactions, individually or in the aggregate,
will not have an adverse effect on our financial condition and results of operation.

Our Company has previously delayed in complying with certain provisions of FEMA. Consequently, we may be
subject to regulatory actions and penalties for any past or future non-compliance. Further, there have been
instances of non-compliances in the past in relation to stock exchange filings and intimations by our Corporate
Promoter, Agilemed, in respect of its listed debt securities.

Our Company has previously delayed in complying with certain requirements under FEMA. On March 31, 2020, Gangadi
Investments Private Limited (“GIPL”) transferred 1,199 equity shares of face value = 10 each of the Company held in
dematerialised form to Shore Pharma LLC, a non-resident entity (“GIPL Transfer”), for which GIPL filed a form FC-
TRS. GIPL received an email from the RBI dated June 2, 2020 approving the said transfer and advising the Company to
pay a late submission fee of 34,515 for contravention under Regulation 4 (3) of the RBI notification no. FEMA 395/2019-
RB dated October 17, 2019, and to apply for compounding of the contravention. The Company had filed an application for
compounding on July 5, 2021. The Compounding Application was returned by RBI on August 26, 2021 due to (a) non-
inclusion of the following contraventions: (i) delay in reporting inward remittance, (ii) delay in filing of Form A of FC-
GPR and Form B of FC-GPR for FYs 2006-07 to 2009- 10, (iii) for taking on record transfer of shares by investee company
without prior approval, (iv) delay in filing of FLA returns for FYs 2010- 11 to 2016-17, (v) delay in filing of FLA returns
for FY 2017-18 & 2018-19, and (vi) delay in filing of FLA returns for FY 2019-20 and FY 2020-21; (b) the following
errors and omissions: (i) incorrect date of date of receipt for remittance of Rs. 31,90,439, (ii) non incorporation of the
details of taking on record transfer of shares in a separate table as per the provided format therein, and, (iii) non-inclusion
of the details of filing FLA returns for the FYs 2012-13 to 2020- 21 in a separate table, as per the provided format; (c) copy
of PAN card not furnished; (d) dated undertaking as per the prescribed format not furnished; and (e) a copy of certificate
of incorporation not submitted. The Company is in the process of re-filing the application for compounding with RBI. For
further details, see “Outstanding Litigation and Material Developments” on page 304.

Further, the Company has in the past been subjected to payment of late submission fee in respect of filing of the Form FC-
GPR in terms of FEMA and the relevant RBI guidelines. For example, the Company was required to pay a late submission
fee of 0.06 million in respect of the Form FC-GPR filed for the investment by Shore Pharma LLC and Lavender Rose in
the past. We have paid the respective late submission fees to the RBI as required. However, we cannot assure you that such
contraventions will not occur in the future, that the RBI or any other regulatory authority will condone these irregularities,
that the penalty imposed will be reasonable.

In addition to the above, in the past, there have been instances when our Corporate Promoter, Agilemed, (i) did not make
prior intimation for board meeting to stock exchanges as required under Regulation 50(3) of the SEBI Listing Regulations,
(ii) published its financial results with a delay of two calendar days from the timeline prescribed under Regulation 52(8)
of the SEBI Listing Regulations and (iii) made intimations to the debenture trustee under Regulations 52(1) and 60 under
SEBI Listing Regulations, with a delay of ten calendar days. Further, it currently does not have an active website as required
under Regulation 62 of the SEBI Listing Regulations. While no action has been taken by the stock exchanges in respect of
these non-compliances, we cannot assure you that such contraventions will not result in the imposition of a penalty on our
Corporate Promoter, Agilemed, in the future, or whether the penalty imposed will be reasonable.

Applicable foreign exchange regulations and our charter documents may restrict the ability of foreign investors to
purchase the Equity Shares, which may adversely affect our ability to raise capital in a timely manner, or at all.

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