FORWARD-LOOKING STATEMENTS

This Prospectus contains certain “forward-looking statements”. These forward-looking statements generally can
be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”,
“likely” “objective”, “plan”, “propose”, “project”, “seek to”, “will”, “will continue”, “will pursue” or other
words or phrases of similar import. Similarly, statements that describe our Company’s expected financial
conditions, results of operations, strategies, objectives, business plans or goals are also forward-looking
statements. However, these are not the exclusive means of identifying forward looking statements. All forward-
looking statements are subject to risks, uncertainties and assumptions about our Company that could cause
actual results to differ materially from those contemplated by the relevant forward-looking statement.

 

 

Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with expectations relating to and including, regulatory changes pertaining to the
industries in India in which we operate and our ability to respond to them, our ability to successfully implement
our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic
and political conditions in India which have an impact on its business activities or investments, the monetary
and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange
rates, equity prices or other rates or prices, the performance of the financial markets in India and globally,
changes in domestic laws, regulations and taxes and changes in competition in the industries in which we
operate, incidence of any natural calamities and/or acts of violence. Important factors that could cause actual
results to differ materially from our Company’s expectations include, but are not limited to, the following:

e the Offer Price, market capitalization to revenue multiple and price to earnings ratio may not be indicative
of the market price of our Company on listing;

e the continuing impacts of the COVID-19 pandemic or the outbreak of any other severe communicable
disease;

¢ — our reliance on customers in the banking sector in India and any adverse development in the growth of the
number of ATMs/CRMs or the usage of ATMs in India;

© our top customers suffering a deterioration of their business, ceasing to do business with us or substantially

reducing their dealings with us;

any decrease in the use of cash as a mode of payment;

our ability to generate income from fee-based activities;

our reliance on consumers using one or more of our services, consumer preferences and behaviours;

implementation of new regulations or changes to existing laws and regulations impacting our business;

continuation of our relationship with Diebold Nixdorf;

outcome of legal proceedings pending against us;

changes in interchange fees by the NPCI or other potential regulatory changes;

our exposure to fraud and other security risks, where our insurance coverage may not adequately protect

us;

our ability to implement our business strategies;

our ability to effectively compete against current and future competitors;

our ability to manage risks arising from our cash management business;

our reliance on third parties for certain services and any disruption, deficiency in service or increase in cost

of such services;

¢ our ability to meet obligations under our debt financing arrangements and our ability to raise additional
capital;

¢ our ability to attract and retain key personnel;

e risks arising from changes in interest rates, currency fluctuations and inflation; and

© — general economic and business conditions in India and other countries.

For further discussion of factors that could cause the actual results to differ from the expectations, see “Risk
Factors”, “Our Business” and “Management's Discussion and Analysis of Financial Condition and Results of
Operations” on pages 24, 153 and 319, respectively. By their nature, certain market risk disclosures are only
estimates and could be materially different from what actually occurs in the future. As a result, actual gains or
losses could materially differ from those that have been estimated.

Forward-looking statements reflect the current views of our Company as of the date of this Prospectus and are

not a guarantee of future performance. These statements are based on our management’s beliefs and
assumptions, which in turn are based on currently available information. Although we believe the assumptions

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