41.

42.

43.

In addition, a significant portion of the purchase price of our acquisitions may be allocated to acquired goodwill and other
intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield
expected returns, we may be required to take charges to our operating results based on this impairment assessment process,
which could adversely affect our results of operations.

Acquisitions and investments may also result in dilutive issuances of equity securities, which could adversely affect our
share price, or result in issuances of securities and preferences to the Equity Shares or the incurrence of debt with restrictive
covenants that limit our future uses of capital in pursuit of business opportunities.

Loans availed by us have been secured based on personal guarantees of our Directors, and our business, financial
condition, results of operations, cash flows and prospects may be adversely affected in case of invocation of any
personal guarantees provided by our Directors.

As on September 30, 2021, Optival has availed certain cash credit facilities from various lenders, each secured by personal
guarantees provided by our Director, Gangadi Madhukar Reddy. He may continue to provide additional personal
guarantees and other personal security post completion of this issuance. In case of a default under our loan agreements,
any of the personal guarantees provided by such Director may be invoked, which could potentially negatively impact the
reputation and net worth of our Directors. We may also face certain impediments in taking decisions which in turn would
result in a material adverse effect on our financial condition, business, results of operations and prospects and would
negatively impact our reputation. We may also not be successful in procuring alternate guarantees or security satisfactory
to our secured lenders, as a result may need to repay outstanding amounts under such facilities or seek additional sources
of capital, which could affect our financial condition and cash flows.

Potential conflicts of interest may arise if our Promoters or Directors are or become involved with one or more
ventures which are in the same line of activity or business as that of the Issuer.

One of our Directors, Atul Gupta (Non-Executive Director) is currently a director on the board of Koye Pharmaceuticals
Private Limited. Further, our Promoters or Directors may, in the future, become involved in ventures that may potentially
compete with our business, subject to the provisions and disclosure requirements provided under the code of conduct for
board of directors and senior management personnel, the Companies Act, 2013 and the SEBI Listing Regulations. The
interests of our Promoters and Directors may conflict with the interests of our other Shareholders and our Promoters or
Directors may, for business considerations or otherwise, cause us to take actions, or refrain from taking actions, in order to
benefit themselves instead of our interests or the interests of our other Shareholders which may be harmful to our interests
or the interests of our other Shareholders, which may adversely impact our business, financial condition, results of
operations and cash flows.

Interests of the Promoters, Directors or key management personnel of the Issuer, other than reimbursement of
expenses incurred or normal remuneration or benefits may conflict with those of our shareholders.

Some of our Promoters as well as certain Directors, i.e. Gangadi Madhukar Reddy (Managing Director and Chief Executive
Officer) and Atul Gupta (Non-Executive Director), Key Managerial Personnel, Surendranath Mantena (chief operating
officer- MedPlus Mart), and their relatives are interested in the Company, in addition to regular remuneration or benefits
and reimbursement of expenses, and to the extent of their shareholding in the Company or the employees stock options
that may be held by them. Further, Cherukupalli Bhaskar Reddy, our chief operating officer- outlet operations, is interested
in NPPL asa shareholder, in CPL as the ostensible owner on behalf of the Company and in VKEPL as the registered owner
on behalf of NSPPL. Further, Cherukupalli Bhaskar Reddy is also the director of our Corporate Promoters. Also, our
Company has paid, and continues to pay, rent to our Individual Promoter, Managing Director and Chief Executive Officer,
Gangadi Madhukar Reddy, for property leased to the Company. Further, our Promoters have pledged Preference shares in
favour of certain debenture holders. See “~ Our Promoters have pledged their Preference shares with certain lenders under
various loan and security agreements. Any exercise or enforcement of such pledge could dilute the shareholding of these
Promoters, which may adversely affect our business and future prospects” on page 29. We cannot assure you that our
Directors, Key Managerial Personnel and Promoters will exercise their rights as shareholders to the benefit and best interest
of the Company. For further information on the interest of our Promoters and Directors of the Company, other than
reimbursement of expenses incurred or normal remuneration or benefits, see “Our Management” and “Our Promoters and
Promoter Group” on pages 190 and 205, respectively.

 

We have certain contingent liabilities, which, if materialized, may adversely affect our financial condition.

We have certain contingent liabilities that have not been provided for in our financial statements, which if they materialise,
may adversely affect our financial condition. As of September 30, 2021, our Restated Consolidated Financial Information
as per Ind AS — Provisions, Contingent Liabilities and Contingent Assets, disclosed the following contingent liabilities that
have not been provided for as follows:

 

 

 

(in millions
Particulars ‘As of September 30, 2021
Claims against the Group not acknowledged as debt
Income tax. 111.78

 

 

 

 

47
