IL.

Considering that the Net Proceeds will be utilised toward funding working capital requirements, primarily for financing
and/or replenishing of the inventories of the ‘MedPlus’ stores of our Material Subsidiary, i.e. Optival, our Company
shall deploy the Net Proceeds for this Object to Optival in the form of equity in the manner determined by our Company
and as permitted under applicable law.

The utilization of proceeds in a particular financial year may vary on the requirement of business. However, the overall
utilization from Net Proceeds will remain within 2 4,671.70 million.

For details in relation to risks associated with our working capital requirements, see “Risk Factors — Our operations
are subject to high working capital requirements, and have incurred substantial indebtedness. Our inability to
maintain an optimal level of working capital or financing required may impact our operations adversely.” on page 33.

General corporate purposes

Our Company proposes to deploy the balance Net Proceeds aggregating to 21,055.71 million towards general corporate
purposes, subject to such amount not exceeding 25% of the Gross Proceeds, in compliance with the SEBI ICDR
Regulations. The general corporate purposes for which our Company proposes to utilise Net Proceeds include strategic
initiatives, funding growth opportunities, including acquisitions and meeting exigencies, brand building, meeting
expenses incurred by our Company and strengthening of our manufacturing capabilities, as may be applicable.

In addition to the above, our Company may utilise the Net Proceeds towards other expenditure considered expedient
and as approved periodically by our Board, subject to compliance with necessary provisions of applicable law. The
quantum of utilisation of funds towards each of the above purposes will be determined by our Board, based on the
amount actually available under this head and the business requirements of our Company, from time to time. Our
Company’s management shall have flexibility in utilising surplus amounts, if any, in accordance with applicable law.

Offer Expenses
The total expenses of the Offer are estimated to be approximately %635.28 million.

The Offer related expenses primarily include fees payable to the Book Running Lead Managers and legal counsels,
fees payable to the Auditors, brokerage and selling commission, underwriting commission, commission payable to
Registered Brokers, RTAs, CDPs, SCSBs’ fees, Sponsor Bank’s fees, Registrar’s fees, printing and stationery
expenses, advertising and marketing expenses and all other incidental and miscellaneous expenses for listing the Equity
Shares on the Stock Exchanges.

Other than (a) listing fees which will be borne by the Company, and (b) fees and expenses in relation to the legal
counsel to the Selling Shareholders which shall be borne by the respective Selling Shareholders, all costs, charges,
fees and expenses associated with and incurred in connection with the Offer, including corporate advertisements, issue
advertising, printing, road show expenses, accommodation and travel expenses, stamp, transfer, issuance,
documentary, registration, costs for execution and enforcement of this Agreement, Registrar’s fees, fees to be paid to
the BRLMs, fees and expenses of legal counsel to the Company and the BRLMs, fees and expenses of the auditors,
fees to be paid to Sponsor Banks, SCSBs (processing fees and selling commission), brokerage for Syndicate Members,
commission to Registered Brokers, Collecting DPs and Collecting RTAs, and payments to consultants, and advisors,
shall be shared among the Company and each of the Selling Shareholders in proportion to the number of Equity Shares
issued and Allotted by the Company through the Fresh Issue and sold by each of the Selling Shareholders through the
Offer for Sale. All such payments except BRLMs’ fees shall be made by the Company on behalf of the Selling
Shareholders and upon the successful completion of the Offer, the Selling Shareholders agree that they shall, severally
and not jointly, reimburse the Company in proportion to their respective proportion of the Offered Shares, for any
expenses incurred by the Company on behalf of such Selling Shareholder. The fees of the BRLMs shall be paid directly
from the public offer account(s) where the proceeds of the Offer have been received, and immediately upon receipt of
final listing and trading approvals from the Stock Exchanges, in the manner as may be set out in the escrow and sponsor
bank agreement. It is further clarified that all payments shall be made first by the Company and that each of the Selling
Shareholders shall reimburse the Company for respective proportion of the expenses upon the successful completion
of the Offer. Provided that, in the event any Selling Shareholder withdraws or abandons the Offer or this Agreement
is terminated in respect of such Selling Shareholder at any stage prior to the completion of Offer, it shall reimburse to
the Company all costs, charges, fees and expenses associated with and incurred in connection with the Offer on a pro-
rata basis, up to the date of such withdrawal, abandonment or termination with respect to such Selling Shareholder. In
the event that the Offer is postponed or withdrawn or abandoned for any reason or the Offer is not successful or
consummated, all costs and expenses with respect to the Offer shall be borne by the Company and Selling Shareholders
in a proportionate manner, including but not limited to, the fees and expenses of the BRLMs and the legal counsels in
relation to the Offer.

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