42.

43.

 

 

 

 

 

Name Date of Change Designation
Capt. Partha Samai | August 2, 2021 Group Head — Human Resources
Mahesh Patel June 21, 2021 President — Technology Department
Prasad Desai December 31, 2019 | Senior Vice President — Corporate and Banking Sales
Department

 

 

 

 

The loss of the services of our senior management and other key personnel could have an adverse effect
on our business, results of operations, cash flows and financial condition.

The continued operations and growth of our business depends upon our ability to attract and retain
personnel who have the necessary and required experience and expertise. Competition for qualified
personnel with relevant industry expertise in India is intense. Although we have formulated a business
succession policy, we cannot assure you that our business will not be adversely affected by the loss of
such personnel in the future. A loss of the services of our key personnel could adversely affect our
business, results of operations, cash flows and financial condition.

We may be held liable for the payment of wages to the contract labourers engaged indirectly in our
operations.

In order to retain flexibility and control costs, we appoint independent contractors who, in turn, engage
on-site contract labour to perform certain operations, including providing security. We have obtained
registration as a principal employer under the Contract Labour (Regulation and Abolition) Act, 1970
(“Contract Labour Act”) for certain of our establishments where workmen are employed through
contractors or agencies licensed under the Contract Labour Act. See “Government and Other Approvals”
on page 384. Although we do not engage these labourers directly, in the event of default by any
independent contractor, we may be held responsible for any wage payments that must be made to such
labourers. Any violation of the provisions of the Contract Labour Act by us is punishable with, inter-alia,
imprisonment for every person in charge of and responsible for the conduct of the business of our
Company at the time of the commission of the offense. For example, we are currently involved in a
number of proceedings involving non-payment of minimum wages to employees of our contractors by
such contractors. See “Outstanding Litigation and Material Developments” on page 358 for outstanding
proceedings in connection with the Contract Labour Act and any other regulations governing contract
labourers, as well as past disputes with labourers. If we are required to pay the wages of the contracted
workmen and subjected to other penalties under the Contract Labour Act, our reputation, results of
operations, cash flows and financial condition could be adversely affected.

We have in the past entered into related party transactions and may continue to do so in the future,
which may potentially involve conflicts of interest with the equity shareholders. Any related party
transactions that are not on an arm's length basis may adversely affect our business, results of
operation, cash flows and financial condition.

We have entered into various transactions with related parties. For the five months ended August 31,
2021 and the financial years 2021, 2020 and 2019, our related party transactions amounted to
% 6,570.38 million, = 176.31 million, = 300.85 million and = 115.10 million, or 86.2%, 1.0%, 1.6% and
0.6% of our total income, respectively. For the five months ended August 31, 2021, our related party
transactions mainly consisted of our purchase of 650,000,000 0.01% compulsorily convertible preference
shares of = 10 each issued by our Corporate Promoter, Vineha Enterprises Private Limited. For further
details, see “History and Certain Corporate Matters — Share Subscription and shareholders’ agreements
— Key terms of subsisting shareholders’ agreements — Share subscription agreements - Share
Subscription Agreement dated April 1, 2021 entered into between Vineha Enterprises Private Limited
and the Company” on page 189. While all such transactions during the periods of the financial
information included in this Prospectus have been conducted on an arm’s length basis, we cannot assure
you that we could not have achieved more favourable terms had such transactions been entered into with
unrelated parties. It is likely that we may enter into related party transactions in the future. Such related
party transactions may potentially involve conflicts of interest. For details on our related party
transactions, see “Other Financial Information - Related Party Transactions” on page 313. For details on
the interest of our Promoters, Directors and key management personnel of our Company, other than
reimbursement of expenses incurred or normal remuneration or benefits, including in relation to property
acquired by our Company from one of our Promoters and Directors, see “Our Management ~ Interest of

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