OBJECTS OF THE OFFER

The objects of the Offer are to (i) carry out the offer for sale by the Selling Shareholders; and (ii) to realise the
benefits of listing of the Equity Shares on the Stock Exchanges, enhancement of our Company’s brand name and
creation of a public market for the Equity Shares in India.

Utilization of the Offer Proceeds by Selling Shareholders

Each of the Selling Shareholders will be entitled to the Offer Proceeds, to the extent of the Equity Shares offered by
them in the Offer, net of their respective share of the Offer related expenses. Our Company will not directly receive
any proceeds from the Offer, except as disclosed below.

Use of Proceeds by Mr. Ravi B. Goyal

Our Company and Mr. Ravi B. Goyal (the Promoter Selling Shareholder) have entered into a share purchase
agreement dated August 16, 2021, as amended (“VEPL CCPS SPA”), to sell the 650,000,000 compulsorily
convertible preference shares of VEPL (one of our Promoters) of face value of 710 each held by our Company
(“VEPL CCPS”) for a total consideration of 26,500 million or the fair market value of the VEPL CCPS in
accordance with a valuation report prepared by an independent chartered accountant as on the date of filing of this
Prospectus (in accordance with Sections 50CA and 56(2)(x) of the Income-Tax Act read with Rule 11UA and Rule
11UAA of the Income Tax Rules determined by an independent chartered accountant), whichever is higher (“CCPS
Sale Consideration”). In accordance with such valuation report, Mr. Ravi B. Goyal will acquire the VEPL CCPS
for a total consideration of 26,500 million.

In accordance with the provisions of the VEPL CCPS SPA, our Company has entered into a CCPS Share Escrow
Agreement dated November 29, 2021 with Mr. Ravi B. Goyal and Link Intime India Private Limited (“CCPS Share
Escrow Agent”, and such agreement, the CCPS Share Escrow Agreement”) and a CCPS Cash Escrow Agreement
dated December 1, 2021 with Mr. Ravi B. Goyal and HDFC Bank Limited (“CCPS Cash Escrow Bank”, and such
agreement, the “CCPS Cash Escrow Agreement”). Pursuant to the CCPS Cash Escrow Agreement, a separate cash
escrow account has been opened (“CCPS Cash Escrow Account”). In accordance with the terms of the CCPS
Share Escrow Agreement, our Company has deposited the VEPL CCPS with the CCPS Share Escrow Agent. The
Offer proceeds (up to such amount aggregating to the CCPS Sale Consideration) to be received by Mr. Ravi B.
Goyal for the sale of his portion of the Offered Shares, will be transferred to the CCPS Cash Escrow Account, upon
receipt of the listing and trading approvals from the Stock Exchanges and no later than one business day after receipt
of the listing approval but prior to the listing of the Equity Shares pursuant to this Offer (“CCPS Closing Date”), in
accordance with the terms of the Cash Escrow and Sponsor Bank Agreement. Thereafter, on the CCPS Closing
Date, on receipt of instructions, the CCPS Cash Escrow Bank will transfer an amount equivalent to the CCPS Sale
Consideration from the CCPS Cash Escrow Account to an account designated by our Company. Such amounts
received by our Company shall be primarily utilized by the Company to redeem the Listed NCDs. The sale of the
VEPL CCPS by our Company to Mr. Ravi B. Goyal is proposed to be completed prior to the commencement of
listing and trading of the Equity Shares on the Stock Exchanges.

For details on the VEPL CCPS SPA, see also “History and Certain Corporate Matters — Other Agreements” on
page 190.

Redemption/pre-payment of our listed non-convertible debentures (“Listed NCDs”)

Our Company proposes to primarily utilize the proceeds from the sale of the VEPL CCPS to pre-pay or redeem the
Listed NCDs issued by our Company.

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