Share subscription agreements

Share Subscription Agreement dated April 1, 2021 entered into between Vineha Enterprises Private Limited
(“VEPL”) and the Company (“VEPL CCPS SSA”)

Pursuant to the VEPL CCPS SSA, our Company agreed to subscribe to 650,000,000 compulsorily convertible
preference shares of face value of 210 each issued by VEPL for an aggregate consideration not exceeding
26,500 million (“WEPL CCPS”). The VEPL CCPS have been issued for a term of six years from the date of
allotment, carrying a dividend rate of 0.01% per annum (calculated on the issue price, net of any taxes including
dividend distribution tax and withholding tax, as applicable). 12,565 VEPL CCPS convert into one equity share
of VEPL. The VEPL CCPS would compulsorily and automatically convert into equity shares on the last date of
the term. The VEPL CCPS carry limited voting rights in accordance with Section 47(2) of the Companies Act.
The VEPL CCPS and the equity shares arising therefrom are freely transferrable in accordance with the
applicable law.

Other Agreements

None of the Promoters or other Shareholders have any special rights (including for nominee/nomination rights
and information rights) in relation to the Company.

Except as set out below, there are no arrangements or agreements, deeds of assignment, acquisition agreements,
shareholders’ agreements, inter-se agreements, any agreements between the Company, the Promoters and the
Shareholders, agreements of like nature and clauses/ covenants which are material to the Company. Further,
there are no other clauses/ covenants which are adverse or prejudicial to the interest of the minority/ public
shareholders of the Company.

Share purchase agreement dated March 23, 2018, as amended by the amendment agreement dated March 29,
2018, among TPG, Oriole, our Company, Vineha Enterprises Private Limited and Mr. Ravi B. Goyal (the
“VEPL SPA”)

Pursuant to the VEPL SPA, Mr. Ravi B. Goyal and Vineha Enterprises Private Limited agreed to purchase (i)
31,256,852 Equity Shares from TPG (“TPG Shares”) at a price of 786.18 per Equity Share for a total purchase
consideration of approximately 2,693.72 million and (ii) 19,797,412 Equity Shares from Oriole (“Oriole
Shares”) at a price of 386.18 per Equity Share for a total purchase consideration of approximately 21,706.14
million. Vineha Enterprises Private Limited acquired the TPG Shares and the Oriole Shares on April 12, 2018.
For details, see “Capital Structure” on page 80.

 

Share purchase agreement dated August 16, 2021 between Mr. Ravi B. Goyal and our Company, as amended
by the amendment letter dated December 1, 2021 (“VEPL CCPS SPA”)

Our Company entered into a share purchase agreement dated August 16, 2021 with Mr. Ravi B. Goyal (one of
our Promoters and the Chairman and Managing Director), as amended, to sell the VEPL CCPS held by our
Company for a total consideration of 76,500 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 SOCA 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 the provisions of the VEPL CCPS SPA, our Company has entered into the CCPS Share
Escrow Agreement with the CCPS Share Escrow Agent and Mr. Ravi B. Goyal, and will enter into the CCPS
Cash Escrow Agreement with the CCPS Cash Escrow Bank and Mr. Ravi B. Goyal. In accordance with the
terms of the CCPS Share Escrow Agreement, our Company has deposited the VEPL CCPS with the CCPS
Share Escrow Agent and the CCPS Cash Escrow Account has been opened with the CCPS Cash Escrow Bank
in accordance with the terms of the CCPS Cash Escrow Agreement. 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

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