39.

40.

Goodwill and other intangible assets could, in the future, become impaired.

Goodwill and indefinitely-lived intangible assets are subject to annual impairment reviews, or more frequent reviews if
events or circumstances indicate that the carrying value may not be recoverable. When evaluating goodwill for potential
impairment, we compare the fair value of our reporting units to their respective carrying amounts. We estimate the fair
value of our reporting units using a combination of a discounted cash flow method and a market multiple method. If the
carrying amount of a reporting unit exceeds its estimated fair value, a goodwill impairment loss is recognized in an amount
equal to the excess to the extent of the goodwill balance. Estimated fair values could change if, for example, there are
changes in the business climate, industry-wide changes, changes in the competitive environment, adverse legal or
regulatory actions or developments, changes in capital structure, cost of debt, interest rates, capital expenditure levels,
operating cash flows or market capitalization. Because of the significance of our goodwill and intangible assets, any future
impairment of these assets could require material noncash charges to our operating results, which also could have a material
adverse effect on our financial condition. While there has not been any impairment or damage to goodwill and indefinitely-
lived intangible assets that materially affected our business in the past three financial years and the six months ended
September 30, 2021, we cannot assure you that this will not occur in the future.

We may make acquisitions and investments in the future which could divert management’s attention and result in
operating difficulties and dilution to our shareholders and otherwise disrupt our operations and adversely affect
our business, operating results or financial position.

As part of our growth strategy, we may target achieving economies of scale and operating efficiencies through acquisitions.
Our ability to execute our growth strategy depends in part on our ability to identify and acquire desirable acquisition
candidates at a price and on terms acceptable to us and on our ability to successfully integrate acquired operations into our
business. However, despite our model, we are not always able to control the timing of our acquisitions. If we identify
suitable acquisition candidates, we may be unable to successfully negotiate their acquisition at a price or on terms and
conditions acceptable to us. Our inability to complete acquisitions within the time frames that we expect may cause our
operating results to be less favourable than expected, which could cause the price of the Equity Shares to decline. If we are
unable to identify and correct operational or financial weaknesses in acquired businesses or to achieve the projected cost
savings, our operating result and cash flows could be negatively impacted. Even if we are able to make acquisitions on
advantageous terms and are able to integrate them successfully into our operations and organization, some acquisitions
may not fulfil our anticipated financial or strategic objectives in a given market due to factors that we cannot control, such
as market conditions, market position, competition, customer base, third-party legal challenges or governmental actions.
While there have been no past instances during the past three financial years and the six months ended September 30, 2021
of material disruptions to our operations due to acquisitions and investments, we cannot assure you that such instances may
not occur in the future.

  

While we expect we will be able to fund some of our acquisitions and capital expenditures with our existing resources, we
will likely require additional financing, including debt, to pursue certain acquisitions. We may not be able to incur
additional debt on terms favourable to us or at all.

Any transactions that we enter into following the evaluation of potential strategic acquisition or investment opportunities
could be material to our financial condition and results of operations. The process of acquiring and integrating another

company could create unforeseen operating difficulties and expenditures. Acquisitions and investments involve a number
of risks, such as:

e — diversion of management time and focus from operating our business;
e use of resources that are needed in other areas of our business;

¢ — in the case of an acquisition, implementation or remediation of controls, procedures and policies of the business
being acquired;

e inthe case of an acquisition, difficulty integrating the accounting systems and operations of the acquired company,
including potential risks to our corporate culture;

e — in the case of an acquisition, retention and integration of employees from the business being acquired;
e unforeseen costs or liabilities;

e adverse effects to our existing business relationships with partners and customers as a result of the acquisition or
investment; and

« the possibility of adverse tax consequences.

46
