Sale Consideration from the CCPS Cash Escrow Account to an account designated by our Company, which will
be primarily utilized by our Company to redeem the Listed NCDs. The sale of the VEPL CCPS by our
Company to Mr. Ravi B. Goyal is proposed to be completed prior to the commencement of listing and trading of
the Equity Shares on the Stock Exchanges. Mr. Ravi B. Goyal and our Company have also provided reciprocal
indemnity to each other for all losses, subject to certain exceptions, which arise out of, or in any way relate to, or
result from, or in connection with any misrepresentation, inaccuracy of or breach of any of the warranties,
whether in whole or in part, set out in the VEPL CCPS SPA. The aggregate liability of each indemnifying party
for any and all claims under the agreement shall not exceed 100% of the CCPS Sale Consideration.

The VEPL CCPS SPA shall be terminated automatically if the listing pursuant to the Offer or the closing
pursuant to the agreement does not take place within 12 months from receipt of SEBI final comments on the
DRHP or if the Company decides to withdraw the Offer or in case of failure of the Offer at any time, prior to the
date of Allotment.

Our Company shall primarily utilize the CCPS Sale Consideration to redeem/pre-pay the Listed NCDs. For
details in relation to the terms on which the Listed NCDs have been issued, please see “Financial Indebtedness”
on page 315.

Share Escrow Agreement dated November 29, 2021 between Mr. Ravi B. Goyal, Link Intime India Private
Limited and our Company (“CCPS Share Escrow Agreement”)

Our Company has entered into a CCPS Share Escrow Agreement dated November 29, 2021 with Mr. Ravi B.
Goyal and Link Intime India Private Limited (“CCPS Share Escrow Agent”) to record the terms on which the
VEPL CCPS would be deposited by our Company with the CCPS Escrow Agent and the manner in which the
VEPL CCPS would be transferred to Mr. Ravi B. Goyal in accordance with the terms of the VEPL CCPS SPA.
For further details, please see - Other Agreements - Share purchase agreement dated August 16, 2021 between
Mr. Ravi B. Goyal and our Company, as amended by the amendment letter dated December 1, 2021” on page
190.

Cash Escrow Agreement dated December 1, 2021 between Mr. Ravi B. Goyal, HDFC Bank Limited and our
Company (“CCPS Cash Escrow Agreement”)

Our Company has entered into a CCPS Cash Escrow Agreement dated December 1, 2021 with Mr. Ravi B.
Goyal and HDFC Bank Limited (“CCPS Cash Escrow Bank”) to open a separate cash escrow account with the
CCPS Cash Escrow Bank (“CCPS Cash Escrow Account”) in order to receive the CCPS Sale Consideration
from Mr. Ravi B. Goyal, and record the terms on which the CCPS Sale Consideration will be transferred to our
Company, and the operation of the CCPS Cash Escrow Account. For further details, please see — Other
Agreements - Share purchase agreement dated August 16, 2021 between Mr. Ravi B. Goyal and our Company,
as amended by the amendment letter dated December 1, 2021” on page 190.

Agreements with Key Managerial Personnel or Directors or Promoters or any other employee of the
Company

As of the date of this Prospectus, there are no agreements entered into by the Key Managerial Personnel,
Directors, Promoters or any other employees of our Company, either by themselves or on behalf of any other
person, with any Shareholder or any other third party with regard to compensation or profit sharing in
connection with dealings in the securities of our Company.

Guarantees by the Promoter Selling Shareholder

Mr. Ravi B. Goyal, the Promoter Selling Shareholder, has given the following personal guarantees:

e An unconditional, absolute and irrevocable personal guarantee in favour of Vistra ITCL (India)
Limited to secure the obligations of the Company to pay the debt payments in accordance with the
terms of the Debenture Trust Deed in respect of the rated, listed, secured, redeemable, non-convertible
debentures aggregating to 75,500 million issued by our Company (the “Listed NCDs”). In addition to
the personal guarantee provided by Mr. Ravi B. Goyal, the Listed NCDs are also secured by charges on
our cash flows arising from certain identified contracts, hypothecation of specified current assets and a
mortgage over identified immovable properties of the Company. For further details, please see “Capital
Structure — Non-Convertible Debentures” and “Financial Indebtedness” on pages 102 and 315; and

191
