 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Face
vane | Jsste/ Nature of | Percentage | Percentage
Date of Number c, | Transfer Notre ot aeauiition | (2) 0€Pre- | (%) of Post-
allotment/ | of Equity | _P* | price per aa ‘a Offer Equity | Offer Equity
Equity A Consideration | /allotment/
transfer Shares | glare | Equity ponies Share Share
@. | Share® Capital Capitals
Private
Limited
January 20, | (51,053,26 10 86.18 | Cash** Transfer to (42.41) (42.41)
2020 4) Vineha
Enterprises
Private
Limited
Total 66,460,312 55.20 55.20
Vineha Enterprises Private Limited
April 12, 19,797,412 10 86.18 | Cash Transfer 16.45 16.45
2018 from Oriole
April 12, 31,256,852 10 86.18 | Cash Transfer 25.96, 25.96
2018 from TPG
June 18, (51,053,26 10 86.18 | Cash* Transfer to (42.41) (42.41)
2019 4) Mr. Ravi B.
Goyal
January 20, 51,053,26 10 86.18 | Cash** Transfer from 42.41 42.41
2020 4 Mr. Ravi B.
Goyal
Total 51,054,264 42.41 42.41

 

 

*As consideration for the transfer of 51,053,264 Equity Shares by Vineha Enterprises Private Limited, Mr. Ravi B. Goyal
had executed a promissory note dated June 18, 2019 to unconditionally and irrevocably pay to Vineha Enterprises
Private Limited the sum of %4,399,770,291.52, whether in cash, immediately on demand, or in any case, within a period
of 365 calendar days from June 18, 2019 or such earlier period as may be mutually agreed in writing between Mr. Ravi
B. Goyal and Vineha Enterprises Private Limited.

** Through a Mutual Rescission and Release Agreement dated January 20, 2020, the share purchase agreement dated
June 17, 2019 between Vineha Enterprises Private Limited and Mr. Ravi B. Goyal was rescinded and the promissory note
dated June 18, 2019, which was cancelled and no payments were demanded by Vineha Enterprises Private Limited in this
respect. Accordingly, 51,053,264 Equity Shares were transferred back to Vineha Enterprises Private Limited by Mr. Ravi
B. Goyal.

#This excludes adjustments on account of any further issuance of Equity Shares pursuant to exercise of outstanding stock
options.

$This percentage does not take into account the transfer by the Promoter Selling Shareholder of his portion of the Offered
Shares as part of the Offer.

All the Equity Shares held by our Promoters were fully paid-up on the respective dates of
acquisition/allotment of such Equity Shares.

As of the date of the Draft Red Herring Prospectus, 92,514,576 Equity Shares held by VEPL and Mr. Ravi B.
Goyal, both our Promoters, which constituted 76.84% of the pre-Offer paid-up Equity Share capital of our
Company (the “NDU Shares”), were subject to a non-disposal undertaking executed by the Promoters in
favour of Vistra ITCL (India) Limited, the debenture trustee, as security in relation to the Listed NCDs. Vistra
ITCL (India) Limited has, in accordance with its consent letter dated August 18, 2021 released the NDU
Shares from the non-disposal undertaking and as of the date of the Red Herring Prospectus and this
Prospectus, none of the Equity Shares held by the Promoters are subject to any non-disposal undertaking.

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