Our Company was incorporated as ‘Ota Electric Mobility Private Limited' at Bengaluru, Karnataka as a private limited company under the Companies Act. 2013, pursuant to a certificate of incorporation dated February 3,2017, issued by the Registrar of Companies. Central Registration Centre. Subsequently, our Company was converted to a public limited company and the name of our Company changed to Ola Electric Mobility Limited' pursuant to a Shareholders' resolution dated October 5.2023 and a fresh certificate of incorporation dated November 17.2023 was issued by the Registrar of Companies. Karnataka at Bengaluru fRoC'). For further details, see 'History and Certain (} Corporate Matters - Brief History of our Company"on page 227 of the prospectus dated August 6.2024 filed with the RoC Prospectus').

Our Company has filed the Prospectus dated August 6,2024 with the RoC, and the Equity Shares are proposed to be listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") and trading will commence on August 9, 2024.

INITIAL PUBLIC OFFERING OF 808,699,624 EQUITY SHARES OF FACE VALUE OF 710 EACH OF OLA ELECTRIC MOBILITY LIMITED (OUR "COMPANY" OR THE "COMPANY") FOR CASH AT A PRICE OF 776 PER EQUITY SHARE (INCLUDING A PREMIUM OF 766 PER EQUITY SH•HARE) ("OFFER PRICE") AGGREGATING TO 761,455.59 MILLION (THE "OFFER") COMPRISING A FRESH ISSUE OF 723,757,627 EQUITY SHARES OF FACE VALUE OF 710 EACH AGGREGATING TO 755,000.00 MILLION (THE "FRESH ISSUE") AND AN OFFER FOR SALE OF 84,941,997 EQUITY SHARES OF FACE VALUE OF 710 EI EACH AGGREGATING TO T6.455.59 MILLION (THE "OFFER FOR SALE"), CONSISTING OF 37,915,211 EQUITY SHARES OF FACE VALUE OF 710 EACH AGGREGATING TO 72,881.56 MILLION BY BHAVISH AGGARWAL, 4,178,996 EQUITY SHARES OF FACE VALUE OF 710 EACH AGGREGATING TO 7317.60 MILLION BY INDUSIS TRUST, 295,470 EQUITY SHARES OF FACE VALUE OF 710 EACH AGGREGATING TO 722.46 MILLION BY AB INITIO CAPITAL, L.P., 3,782,883 EQUITY SHARES OF FACE VALUE OF 710 EACH AGGREGATING TO 7287.50 MILLION BY ALPHA WAVE VENTURES II, LP. 630,336 EQUITY SHARES OF FACE VALUE OF 710 EACH AGGGREGATING TO Rs.47.91 MILLION BY ALPINE OPPORTUNITY FUND VI, L.P., 601,828 EQUITY SHARES OF FACE VALUE OF 710 EACH AGGREGATING TO 745.74 MILLION BY ASHNAADVISORS LLP, 6.360,891 EQUITY SHARES OF FACE VALUE OF 710 EACH AGGREGATING T07483.43 MILLION BY INTERNET FUND III PTE LTD. 1,3:.354,978 EQUITY SHARES OF FACE VALUE OF 710 EACH AGGREGATING TO 7102.98 MILLION BY MACRITCHIE INVESTMENTS PTE. LTD., 89,000 EQUITY SHARES OF FACE VALUE OF 710 EACH AGGREGATING TO 76.76 MILLION BY MATRIX PARTNERS INDIA III AIF TRUST, 3,727,534 EQUITY SHARES OF FACE VALUE OF 710 EACH AGGREGATING TO Rs.283.29 MILLION BY MATRIX PARTNERS INDIA INVESTMENTS III, LLC, 358,228 EQUITY SHARES OF FACE VALUE OF 710 EACH AGGREGATING TO 727.23 MILLION BY NUVAMA PRIVATE INVESTMENTS TRUST-NUVAMA CROSSOVER OPPORTUNITIES FUND - SERIES III, 278,619 EQUITY SHARES OF FA'ACE VALUE OFRs. 10 EACH AGGREGATING TO 721.18 MILLION BY NUVAMA PRIVATE INVESTMENTS TRUST-NUVAMA CROSSOVER OPPORTUNITIES FUND - SERIES III A, 278,644 EQUITY SHARES OF FACE VALUE OF 710 EACH AGGREGATING TO 721.18 MILLION BY NUVAMA PRIVATE INVESTMENTS TRUST-NUVAMA CROSSCSOVER OPPORTUNITIES FUND - SERIES III B, 256,530 EQUITY SHARES OF FACE VALUE OF 7 10 EACH AGGREGATING TO 719.50 MILLION BY SARIN FAMILY INDIA LLC, 23,857,268 EQUITY SHARES OF FACE VALUE OF 7 10 EACH AGGREGATING TO 71,813.15 MILLION BY SVF II OSTRICH (DE) LLC AND 975,581 EQUITITY SHARES OF FACE VALUE OF Rs. 10 EACH AGGREGATING TO 774.14 MILLION BYTEKNE PRIVATE VENTURES XV, LTD. (COLLECTIVELY, THE "SELLING SHAREHOLDERS" AND SUCH EQUITY SHARES, THE "OFFERED SHARES").YEE RESERVATION PORTION").

THE OFFER INCLUDED A RESERVATION OF 797,101 EQUITY SHARES OF FACE VALUE OF 710 EACH. AGGREGATING TO 755.00 MILLION (CONSTITUTING 0.02% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL, FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES ("EMPLO\ LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE "NET OFFER". THE OFFER AND THE NET OFFER CONSTITUTES 18.33% AND 18.32% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTIVELY.

1. Losses and negative cash flow from operating activities in the past: We have incurred losses and negative cash flows from operating activities since our inception, including in Fiscals 2024,2023 and 2022 as set forth in the following table:

Amount in Rs. million

Our Material Subsidiaries, OET and OCT have continuously incurred losses since its inception.

2. Limited operating history: Incorporated in 2017, we delivered our first electric vehicle ("EV") scooter in December 2021. As we have a limited operating history in manufacturing EVs, there is a limited historical basis on which we can make judgments regarding our ability to develop, manufacture, and deliver EVs or their components or our future results of operations, including our ability to achieve profitability in the future. If we fail to address any or all of the risks and challenges pertaining to EV industry, our business may be materially and adversely affected.

3. Majority portion of our Objects are towards investment into research and development purposes: We intend to utilize Rs. 16.000 million out of the Net Proceeds for investment into research and development purposes of our Company, which constitutes a significant portion of the Net Proceeds which we propose to raise pursuant to the Offer. We cannot assure you that such investment into research and development will proceed as planned and result in creation of tangible assets or achieve results as anticipated.

4. Risk associated with investment in research and development and technology: We have heavily invested in and plan to continue investing in R&D and technology, including developing our cell manufacturing capabilities through the BIC. There is no assurance that we will realise returns on such investments. The following table sets forth our R&D spend, which comprises intangible assets under development and research costs.

Notes:

(1) Intangible assets underdevelopment are capitalised expenses in the Restated Consolidated Financial Information.

(2) Expenditure on research activities are recognised in the statement of profit and loss of the Restated Consolidated Financial Information. For further details see. "Restated Consolidated Financial Information - Notes forming part of the Restated Consolidated Financial Information - Note 29: Other Expenses' on page 308 of the RHP.

5. Supply and Pricing risk: While we manufacture certain EV components, others are sourced from third-party domestic and foreign suppliers. In Fiscals 2024, 2023 and 2022, imported supplies comprised 37.03%, 31.11% and 29.76% of the cost of materials consumed, while domestic supplies comprised 62.97%, 68.89% and 70.24% of the cost of materials consumed. Our Company can experience disruptions in the supply or an increase in prices of components and raw materials, which could result in an increase in the price and impact the delivery timelines.

6. Ineligibility/ elimination of Government incentives/ subsidiaries: We benefit from certain government incentives such as the FAME Phase II subsidies, subsidies from the government of Tamil Nadu and goods and services tax reimbursements. Any reduction or elimination of government incentives such as the Electricity Mobility Promotion Scheme, 2024, Automobile PLI Scheme, Cell PLI Scheme, subsidies from the governments, and GST reimbursement or the ineligibility of any of our electric vehicles for such subsidy would increase the retail price of our electric vehicles and could adversely affect customer demand for our electric vehicles and affect our ability to achieve profitability.

7. Risk related to sourcing of raw materials from China: We plan to continue to source raw materials from suppliers in China for the purpose of cell manufacturing. We may be exposed to the possibility of product supply disruption and increased costs in the event of changes in the policies, rules and regulations of the Indian or Chinese government, including as a result of any political tensions, which could result in trade tariffs, increased freight charges or prices of cathode active material and anode active material, or a complete halt on imports from China.

8. Performance and quality related risk: We design and develop new EV products and certain core EV components in-house, such as the motor and drivetrain, battery packs, electronics and software. We import cells from foreign cell manufacturing companies, and plastic parts, electronic child parts and metal parts from other domestic and foreign suppliers. We cannot guarantee that the components or raw materials sourced will be free from defects or quality issues.

9. Risks associated to Ola Gigafactory: We intend to utilize Rs. 12,276.41 million of the Net Proceeds to fund our capital expenditure requirements to expand the Ola Gigafactory's manufacturing capacity. We have also relied on the D&B Report, which provides certain risks like risks in relation to obtaining required approvals from governmental authorities in a timely manner, technological risk, time and cost overrun in relation to Phase 1 (b) and Phase 2 etc. We may experience cost overruns and face significant delays in completing the remaining phases of the Ola Gigafactory.

The Ola Gigafactory will be expanded in phases as set out below:

'In terms of the D&B Report

10. Intellectual property rights risk: We regard our trademarks, service marks, patents, domain names, trade secrets, proprietary technologies, and similar intellectual property as critical to our success. We have 88 registered patents and 217 patent applications pending in India under the Patents Act, 1970, as of July 24,2024. We may not be able to protect our intellectual property rights and prevent the unauthorised use of our intellectual property, which could harm our business and competitive position. Further, we do not own the trademark for our brand name 'Ola'.

11. Product concentration risk: We derive our revenue solely from the sale of limited electric vehicle scooter models. If our electric vehicle scooters are not well-received by the market, our business could be adversely affected. The following table provides a breakdown of the revenue contribution of each of our EV scooter models in the past three Fiscals:

12. Full warranty cycle has not been completed: We are yet to complete a full warranty cycle in respect of our EVs. We could, in the future, become subject to warranty claims, resulting in significant expenses, which would in turn materially and adversely affect our financial condition, results of operations, and prospects. In addition, if we are able to increase our sales volumes and expand our product line, in line with our business strategy, we could experience an increase in the number of warranty claims and be required to increase our warranty provisions.

13. Failure to achieve the Cell PLI Scheme Capacity: Under the Cell PLI Scheme, we are required to manufacture cells as per the committed capacity specified in our bid and the Programme Agreement. Accordingly, we are required to achieve 1 GwH capacity in the first year in Fiscal 2024 which we achieved on March 22, 2024, 5 GwH capacity in the second year, 10 GwH capacity in the third year and 20 GwH capacity by the fourth year. Pursuant to the Programme Agreement, in the case where we fail to achieve the agreed upon capacity, which is assessed on a quarterly basis, the Government of India has the right to deduct twice the shortfall in the committed capacity from the total subsidy payable to us.

14. Competition Risk: In the competitive market in which we operate in, our competitors may be able to source raw materials at lower prices or manufacture their EVs in a more cost-efficient manner. In order to remain competitive in the market, we may be compelled to reduce the prices of our EVs. Such reduction in pricing may in turn adversely impact our ability to achieve profitability as well as our business, prospects and results of operations.

15. Inadequate access to public charger guns: Demand for our EVs will depend in part upon the availability of a public charging infrastructure, as EV users must rely on public charging infrastructure to charge their vehicles while travelling. Inadequate access to public charger guns could cause customers to face difficulties in recharging their EVs, particularly during long distance travels. To the extent we are unable to meet customer expectations or experience difficulties in providing our charging solutions, our reputation and business, prospects, financial condition, results of operations, and cash flows may be materially and adversely affected.

16. Driving range on a single charge of our electric vehicles declines over time: The driving range of our EVs on a single charge declines principally as a function of usage, time, and charging patterns. According to the Redseer Report, a single battery charge provides a range of 70-115 km on average (for lithium-ion batteries) for E2Ws. Since we only commenced delivery of our first scooter model, the Ola S1 Pro, in December 2021, we are unable to accurately assess the actual deterioration of battery life in the long term. Such battery deterioration and the related decrease in range may negatively influence potential customer decisions whether to purchase our EVs, which may harm our ability to market and sell our EVs

19. The average cost of acquisition per Equity Share acquired by the Promoter and Selling Shareholders, as on the date of the Prospectus is:

As certified by B.B.&Assoaates, Chartered Accountants pursuant to their certificate dated August 6,2024.

# The average cost of acquisition per Equity Share for BhavishAggarwal is belowRs. 0.01.