Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on
the Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation does not
guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market
for the Equity Shares.

Any valuation exercise undertaken for the purposes of the Offer by us and the Promoter Selling
Shareholders, in consultation with the Book Running Lead Managers, is not based on a benchmark with
our industry peers. The relevant financial parameters based on which the Price Band would be
determined, shall be disclosed in the advertisement that would be issued for publication of the Price
Band.

The market price of the Equity Shares may be subject to significant fluctuations in response to, among
other factors, variations in our operating results, market conditions specific to the industry we operate in,
developments relating to India, announcements by us or our competitors of significant acquisitions,
strategic alliances, our competitors launching new products or superior products, COVID-19 related or
similar situations, announcements by third parties or governmental entities of significant claims or
proceedings against us, volatility in the securities markets in India and other jurisdictions, variations in
the growth rate of financial indicators, variations in revenue or earnings estimates by research
publications, and changes in economic, legal and other regulatory factors.

The Coronavirus Disease 2019 (COVID-19) pandemic has had and may continue to have certain
adverse effects on our business, operations, cash flows and financial condition. The continuing
impacts of Coronavirus Disease 2019 (COVID-19) are unpredictable and could be significant, and the
extent to which it or the effect of outbreaks of any other severe communicable disease may continue to
do so in the future is uncertain and cannot be predicted.

The Coronavirus Disease 2019 (“COVID-19”) pandemic has impacted, and will likely continue to
impact, most countries, including India, and has resulted in substantial volatility in global financial
markets, increased unemployment and operational challenges, such as the temporary closures of
businesses, sheltering-in-place directives and increased remote work protocols, which have significantly
slowed down economic activity. According to Ken Research, the Indian economy declined by 2.9% in
the financial year 2021, as a result of the COVID-19 pandemic.

On March 14, 2020, the Gol declared COVID-19 as a “notified disaster” and initiated a nation-wide
lockdown beginning March 25, 2020 for three weeks which was extended to May 31, 2020. The
lockdown was periodically extended to varying degrees by state governments and local administrations.
Although ATMs and cash services were declared as essential services and remained functional
throughout the lockdown, the lockdown, including shutdown of public transportation, hampered our
business and field operations and caused underutilization of our capacity. Our revenue from AMC
services and upgrades decreased by 20.0% to 2 1,873.32 million for the financial year 2021 from
2,340.70 million for the financial year 2020, as a result of less orders from customers of our banking
services on account of lockdowns due to the COVID-19 pandemic. Our revenue from Banking
Automation Solutions also decreased by 24.2% to % 1,598.35 million for the financial year 2021 from
% 2,108.72 million for the financial year 2020, primarily due to a decrease in revenue from ATM and
ATM sites and less orders from customers for banking services and upgrades arising from lockdowns as
a result of the COVID-19 pandemic. For a discussion of our results of operations in the financial year
2021, see “Management's Discussion and Analysis on the Financial Condition and Results of
Operations — Our Results of Operations — Financial Year 2021 Compared to Financial Year 2020” on
page 345. Further, our total outstanding trade and unbilled receivables, which consists of trade
receivables and unbilled receivables, increased by 31.3% from % 6,159.42 million as of March 31, 2020
to % 8,088.24 million as of March 31, 2021, and was 7,704.61 million as of August 31, 2021, primarily
due to delays in collections on account of lockdowns due to the COVID-19 pandemic and certain other
factors. See “— Any delay or default in client payment could result in the reduction of our profits.” on
page 41.

 

A second wave of COVID-19 beginning in March 2021 became more severe and widespread than the
first wave during 2020, with many geographies experiencing shortages of vaccines, hospital beds and
oxygen. This second wave also resulted in additional lockdowns throughout India. As a result of this
second wave of COVID-19 cases and associated lockdowns, our business and field operations were
similarly hampered.

As a result of the lockdowns, a number of our POS merchants, partners and vendors temporarily ceased
their operations. Further, there is significant uncertainty regarding the duration and long-term impact of
the COVID-19 pandemic, as well as possible future responses by the Indian Government, which makes it

25
