44,

45.

46.

Directors” and “Our Management — Interest of Key Managerial Personnel” on pages 199 and 209,
respectively. While our Company and our Promoters shall comply with the provisions of the SEBI
Listing Regulations and our Promoters shall act in the interests of our Company and in case of any
conflict of interest, keep the interest of the Company first over their personal interest, we cannot assure
you that such transactions, individually or in the aggregate, will always be in the best interests of our
minority shareholders and will not have an adverse effect on our business, results of operations, cash
flows and financial condition.

We have certain contingent liabilities that may adversely affect our business, financial condition and
results of operations.

Our contingent liabilities that have not been provided for are as set out in the table below:

(in millions)

 

 

 

 

 

 

 

 

 

 

 

‘Amount as of

Pariculars ‘August 31, | March 31, | March31, | March31,

2021 2021 2020 2019

Claims against the Group not acknowledged as debt 18.57 18.77 28.11 17.96
Excise Duty Matters 5.77 5.77 5.77 ae
Sales Tax Matters 100.83 103.25 51.27 27.29
Custom Duty Matters 3.03 11.44 11.44 12.69
Duty Entitlement Pass Book 043 043 048 043
Goods and Service Tax Matters 0.78 0.78 0.78 0.78
Other Matters 56.56 60.02 0.00 0.00
Total 185.97 200.46 97.80 64.92

 

 

 

 

 

If a significant portion of these liabilities materialise, it could have an adverse effect on our business,
financial condition and results of operations. See “Financial Statements — Annexure VI —Note 39 —
Contingent liabilities, commitments and others” on page 284.

We face foreign exchange risks that could adversely affect our results of operations.

Due to the nature and global scale of operations in our business, we earn revenues in currencies that
could be different from the currencies in which we incur expenses. Generally, our sales are denominated
in Indian rupees or the currency of the country in which we operate, while the supply of certain of our
products are denominated in U.S. dollars. Hence, we are exposed to fluctuations in exchange rates
between currencies due to timing differences between receipts and payments which could result in an
increase in mismatches between currencies. In the five months ended August 31, 2021 and the financial
year 2021, we recorded unrealised foreign exchange loss of 2 3.43 million and 2 2.18 million, each
representing 0.00% of our total income, respectively, while in the financial year 2020, we recorded
unrealised foreign exchange gain of 2 1.94 million, representing 0.00% of our total income. We did not
record unrealised foreign exchange gain loss or gain in the financial year 2019. For the five months
ended August 31, 2021 and the financial years 2021, 2020 and 2019, our foreign exchange differences
treated as adjustment to borrowing costs were nil, = (4.89) million, = 7.01 million and @ (3.58) million,
respectively, in each case representing 0.00% of our total income. Although we closely follow our
exposure to foreign currencies and selectively enter into hedging transactions in an attempt to reduce the
risks of currency fluctuations, and seek to minimize our foreign exchange risk under our foreign
exchange policy, these activities are not always sufficient to protect us against incurring potential losses
if currencies fluctuate significantly.

Our Promoters will continue to be our largest shareholder and have the right to approve certain
corporate actions, which may potentially involve conflicts of interest with the equity shareholders.

Following the completion of the Offer, our Promoters will continue to hold 65.45%‘ of our outstanding
Equity Shares, and therefore will have the ability to significantly influence our operations. This will
include the ability to appoint Directors to our Board and the right to approve significant actions at Board
and at shareholders’ meetings, including the issue of Equity Shares and dividend payments, business

50

 
