59.

60.

61.

Our Promoter and Promoter Group will continue to retain control over our Company after completion
of the Offer, which will allow them to influence the outcome of matters submitted for approval of our
Shareholders.

The aggregate pre-Offer shareholding of our Promoter and Promoter Group, as on the date of this
Prospectus is 63.40% of the issued, subscribed and paid-up Equity Shares. Consequently, our Promoter
and Promoter Group will continue to exercise significant control over us after completion of the Offer,
including being able to control the composition of our Board of Directors and determine matters requiring
Shareholders’ approval or approval of our Board of Directors. Our Promoter and Promoter Group may
take or block actions with respect to our business, which may conflict with our interests or the interests
of our minority Shareholders. By exercising their control, our Promoter and Promoter Group could delay,
defer or cause a change of our control or a change in our capital structure, delay, defer or cause a merger,
consolidation, takeover or other business combination involving us, discourage or encourage a potential
acquirer from making a tender offer or otherwise attempting to obtain control of us even if such actions
may be beneficial for the Company. See “Capital Structure” on page 71.

Our Promoter, Chairman and Managing Director, Srinivasan Ravi, holds Equity Shares in our
Company and is therefore interested in our Company's performance in addition to his remuneration
and reimbursement of expenses.

Our Promoter, Chairman and Managing Director, Srinivasan Ravi is interested in our Company to the
extent of his shareholding in our Company and the dividend entitlement received from our Company, in
addition to the normal remuneration or benefits and reimbursement of expenses by our Company. We
cannot assure you that our Promoter, Chairman and Managing Director, Srinivasan Ravi or any other
interested Director in the future, would always exercise their rights as Shareholders to the benefit and
best interest of our Company. As a result, Srinivasan Ravi or any other interested Director in the future
will continue to exercise significant control over our Company, including being able to control the
composition of our Board of Directors and determine decisions requiring simple or special majority
voting, and our other Shareholders may be unable to affect the outcome of such voting. Srinivasan Ravi
or any other interested Director in the future may take or block actions with respect to our business,
which may conflict with our best interests or the interests of other minority Shareholders, such as actions
with respect to future capital raising or acquisitions. We cannot assure you that Srinivasan Ravi or any
other interested Director in the future will always act to resolve any conflicts of interest in our favour,
thereby adversely affecting our business and results of operations and prospects. See “Capital Structure”
on page 71.

This Prospectus contains certain non-GAAP financial measures and certain other selected statistical
information related to our operations and financial performance. These non-GAAP measures and
statistical information may vary from any standard methodology that is applicable across the
manufacturing industry, and therefore may not be comparable with financial or statistical information
of similar nomenclature computed and presented by other manufacturing companies.

Certain non-GAAP financial measures and certain other statistical information relating to our operations
and financial performance have been included in this Prospectus. We compute and disclose such non-
GAAP financial measures and such other statistical information relating to our operations and financial
performance as we consider such information to be useful measures of our business and financial
performance, and because such measures are frequently used by securities analysts, investors and others
to evaluate the operational performance of manufacturing companies, many of which provide such non-
GAAP financial measures and other statistical and operational information when reporting their financial
results. These non-GAAP financial measures and other statistical and other information relating to our
operations and financial performance may not be comparable to financial measures and statistical
information of similar nomenclature that may be computed and presented by other manufacturing
companies.

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