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financial data included in this Prospectus, nor do we provide a reconciliation of our financial statements
to those of US GAAP or IFRS. US GAAP and IFRS differ in significant respects from Ind AS.
Accordingly, the degree to which the Ind AS financial statements, which are restated as per the SEBI
ICDR Regulations included in this Prospectus, will provide meaningful information is entirely dependent
on the reader’s level of familiarity with Indian accounting practices. Any reliance by persons not familiar
with Indian accounting practices on the financial disclosures presented in this Prospectus should be
limited accordingly.

Rights of shareholders under Indian laws may differ from those under the laws of other jurisdictions.

Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and
shareholders’ rights may differ from those that would apply to a company in another jurisdiction.
Shareholders’ rights including in relation to class actions, under Indian law may not be similar to the
shareholders’ rights under the laws of other countries or jurisdictions.

  

A third party proposing to acquire control of us following the Offer shall be subject to takeover
provisions under Indian law.

There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control
of our Company, even if a change in control would result in the purchase of your Equity Shares at a
premium to the market price or would otherwise be beneficial to you. Such provisions may discourage or
prevent certain types of transactions involving actual or threatened change in control of us. Under the
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011 (“Takeover Regulations”), an acquirer has been defined as any person who, directly or indirectly,
acquires or agrees to acquire shares or voting rights or control over a company, whether individually or
acting in concert with others. Although these provisions have been formulated to ensure that interests of
investors or shareholders are protected, these provisions may also discourage a third party from
attempting to take control of our Company. Consequently, even if a potential takeover of our Company
would result in the purchase of the Equity Shares at a premium to their market price or would otherwise
be beneficial to its stakeholders, it is possible that such a takeover would not be attempted or
consummated because of the Takeover Regulations.

 

Any downgrading of India’s sovereign debt rating by an international rating agency could have a
negative impact on our business, financial performance and results of operations

India’s sovereign debt rating could be downgraded due to several factors, including changes in tax or
fiscal policy or a decline in India s foreign exchange reserves, all which are outside our control. India’s
sovereign rating by DBRS decreased from BBB to BBB “low” on May 20, 2021, and its rating by S&P
was BBB- with a “stable” outlook as of July 13, 2021. Any adverse changes to India’s credit ratings by
international rating agencies may adversely affect our ratings or terms on which we are able to raise
additional finances or refinance any existing indebtedness. This may have an adverse impact on our
business and financial performance, shareholders equity and the price of the Equity Shares.

Risks Relating to the Equity Shares and this Offer

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The Equity Shares have never been publicly traded, and, after the Offer, the Equity Shares may
experience price and volume fluctuations, and an active trading market for the Equity Shares may not
develop.

Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on
the Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation does not
guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market
for the Equity Shares. The Offer Price of the Equity Shares has been determined through a book-building
process and may not be indicative of the market price of the Equity Shares at the time of commencement
of trading of the Equity Shares or at any time thereafter. The market price of the Equity Shares may be
subject to significant fluctuations in response to, among other factors:

quarterly variations in our results of operations;

results of operations that vary from the expectations of research analysts and investors;

results of operations that vary from those of our competitors;

changes in expectations as to our future financial performance, including financial estimates by
research analysts and investors;

. conditions in financial markets, including those outside India;

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