RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and FEMA.
While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in
different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under
the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy
up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures
for making such investment. The RBI and the concerned ministries/departments are responsible for granting approval for
foreign investment under the FDI Policy and FEMA.

The Government has from time to time made policy pronouncements on foreign direct investment (“FDI”) through press notes
and press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India (earlier known as Department of Industrial Policy and Promotion) (“DPIIT”), issued the FDI Policy,
which is effective from October 15, 2020 (the “FDI Policy”), which subsumes and supersedes all previous press notes, press
releases and clarifications on FDI issued by the DPIIT that were in force and effect prior to October 15, 2020. The FDI Policy
will be valid until the DPIIT issues an updated circular. FDI in companies engaged in sectors/ activities which are not listed in
the FDI Policy is permitted up to 100% of the paid up share capital of such company under the automatic route, subject to
compliance with certain prescribed conditions. Some of our Subsidiaries are engaged in business sectors which fall under the
Approval Route, or where foreign investment is subject to sectoral conditionalities, including retailing of pharmacy and
wellness products, and e-commerce. In terms of the FDI Policy, if our Company becomes a foreign owned and controlled
company, we will be subject to additional restrictions on foreign investments under the FDI Policy. Pursuant to the terms of
our Articles of Association, our Company is at all times required to undertake activities in which foreign investment is permitted
under the automatic route, for so long as Lavender Rose is a Shareholder in our Company.

The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided
that (i) the activities of the investee company are under the automatic route under the FDI policy and transfer does not attract
the provisions of the Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits under the FDI policy;
and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI.

As per the existing policy of the Government of India, OCBs were not permitted to participate in this Offer. For details, see
“Offer Procedure” on page 338.

Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the FEMA Non-Debt
Instruments Rules, any investment, subscription, purchase or sale of equity instruments by entities of a country which shares
land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country,
will require prior approval of the Government of India, as prescribed in the FDI Policy and the FEMA Non-Debt Instruments
Rules. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity in India,
directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent
change in the beneficial ownership will also require approval of the Government of India. Each Bidder should seek independent
legal advice about its ability to participate in the Offer. In the event such prior approval of the Government of India is required,
and such approval has been obtained, the Bidder shall intimate our Company and the Registrar in writing about such approval
along with a copy thereof within the Offer Period.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act of 1933,
as amended (the “U.S. Securities Act”), or any other applicable law of the United States and, unless so registered, were
not offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act and the applicable state securities laws. Accordingly, the Equity
Shares are being offered and sold (i) within the United States only to persons reasonably believed to be “qualified
institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) pursuant to Section 4(a) of the U.S.
Securities Act, and (ii) outside the United States in offshore transactions as defined in and in compliance with Regulation
S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales are made. There
will be no public offering of Equity Shares in the United States. The above information is given for the benefit of the Bidders.
Our Company, the Selling Shareholders and the BRLMs are not liable for any amendments or modification or changes in
applicable laws or regulations, which have occured after the date of the Red Herring Prospectus and will occur after the date of
this Prospectus. Bidders were advised to make their independent investigations and ensure that the number of Equity Shares
Bid for did not exceed the applicable limits under laws or regulations.

354
