DRAFT RED HERRING PROSPECTUS

Dated April 19, 2024

(Please read Section 32 of the Companies Act, 2013)
(This Draft Red Herring Prospectus will be updated
upon filing with the RoC)
PREMIER ENERGIES LIMITED 100% Book Built Offer
(Please scan this QR code to view the DRHP)
CORPORATE IDENTITY NUMBER: U40106TG1995PLC019909
REGISTERED OFFICE CORPORATE OFFICE CONTACT TELEPHONE AND E-MAIL WEBSITE
PERSON
Plot No. 8/B/1 and 8/B/2, E- 8th Floor, Orbit Tower Ravella Tel: + 91 90 3099 4222 www.premierenergies.com
City, Maheshwaram Mandal, Hyderabad Knowledge City, Sreenivasa E-mail: [email protected]
Raviryala Village, K.V. Raidurg (Panmaktha Village), Rao
Rangareddy 501 359, Serilingampally Mandal, Company
Telangana, India Hyderabad 500 019, Telangana, Secretary and
India Compliance
Officer
OUR PROMOTERS: SURENDER PAL SINGH SALUJA AND CHIRANJEEV SINGH SALUJA
DETAILS OF THE OFFER
Type Fresh Issue Offer for Sale size Total Offer size^ Eligibility and Reservation
size^
Fresh Issue and Up to [●] Equity Up to 28,200,000 Equity Up to [●] Equity Shares of The Offer is being made pursuant to Regulation 6(1) of the
Offer for Sale Shares of face Shares of face value of ₹1 face value of ₹1 each Securities and Exchange Board of India (Issue of Capital and
value of ₹1 each each aggregating up to aggregating up to ₹[●] Disclosure Requirements) Regulations, 2018, as amended
aggregating up to ₹[●] million million (“SEBI ICDR Regulations”). For further details, see “Other
₹15,000 million Regulatory and Statutory Disclosures – Eligibility for the
Offer” on page 411. For details in relation to share reservation
among QIBs, NIIs, RIIs and Eligible Employees, see “Offer
Structure” on page 432.
DETAILS OF THE OFFER FOR SALE
Name of the Selling Shareholder Type Number of Equity Shares offered/ Amount (in ₹million) Weighted average cost of
acquisition per Equity
Share (in ₹)*#
South Asia Growth Fund II Holdings Investor Selling Up to 23,846,400 Equity Shares of face value of ₹1 each 15.81
LLC Shareholder aggregating up to ₹[●] million
South Asia EBT Trust Investor Selling Up to 153,600 Equity Shares of face value of ₹1 each 15.81
Shareholder aggregating up to ₹[●] million
Chiranjeev Singh Saluja Promoter Selling Up to 4,200,000 Equity Shares of face value of ₹1 each 0.25
Shareholder aggregating up to ₹[●] million
* As certified by Manian and Rao, Chartered Accountants, by way of their certificate dated April 19, 2024.
#
Calculated on fully diluted basis.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹1
each. The Offer Price, Floor Price and Price Band, as determined by our Company, in consultation with the Book Running Lead Managers to the Offer (“BRLMs”),
in accordance with the SEBI ICDR Regulations and on the basis of assessment of market demand for the Equity Shares by way of the Book Building Process, and as
stated in “Basis for Offer Price” beginning on page 135, should not be taken to be indicative of the market price of the Equity Shares of face value of ₹1 each after
the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares of face value of ₹1 each or regarding the
price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the
risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment
decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares have not been recommended
or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring
Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 31.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with
regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and
correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no
other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions,
misleading in any material respect. Further, each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms the statements made or
confirmed by such Selling Shareholders in this Draft Red Herring Prospectus to the extent of information specifically pertaining to it and/or its respective portion of
the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. Each of the
Selling Shareholder assumes no responsibility for any other statement in this Draft Red Herring Prospectus, including, inter alia, any of the statements made by or
relating to our Company or our Company’s business or any other Selling Shareholders.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the stock exchanges being BSE Limited (“BSE”) and National Stock
Exchange of India Limited (“NSE, and together with the BSE, the “Stock Exchanges”). For the purposes of the Offer, the Designated Stock Exchange shall be [●].
BOOK RUNNING LEAD MANAGERS
Name and logo of Book Running Lead Managers Contact Person Telephone and E-mail
Kotak Mahindra Capital Contact Person: Tel: + 91 22 4336 0000
Company Limited Ganesh Rane E-mail: [email protected]

Contact Person: Aanchal Tel: +91 22 6157 3000

J.P. Morgan India Private Limited Mittal / Akhand Dua E-mail: [email protected]
Tel: + 91 22 6807 7100
Contact Person: Sumit
ICICI Securities Limited Singh/ Ashik Joisar
E-mail:
[email protected]
REGISTRAR TO THE OFFER
Contact Person: Tel: +91 40 6716 2222
KFin Technologies Limited M. Murali Krishna E-mail: [email protected]
 BID/OFFER PERIOD
ANCHOR INVESTOR BIDDING [●]* BID/ OFFER [●] BID/ OFFER CLOSES ON [●]**#
DATE OPENS ON
*
Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding
Date shall be one Working Day prior to the Bid/Offer Opening Date.
**
Our Company may, in consultation with the BRLMs, consider closing the Bid/Offer Period for QIBs, one Working Day prior to the Bid/Offer Closing Date in accordance
with the SEBI ICDR Regulations.
^ Our Company, in consultation with the BRLMs, may consider issue of specified securities, as may be permitted under the applicable law, aggregating up to ₹3,000.00
million, at its discretion, prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO Placement”). The Pre-IPO Placement, if undertaken, will be at a price to be
decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced
from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended.
#
UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date
 DRAFT RED HERRING PROSPECTUS
Dated April 19, 2024
(Please read Section 32 of the Companies Act, 2013)
(This Draft Red Herring Prospectus will
be updated upon filing with the RoC)
100% Book Built Offer
PREMIER ENERGIES LIMITED
Our Company was originally incorporated as a private limited company with the name “Premier Solar Systems Private Limited” under the provisions of the Companies Act, 1956, at Hyderabad,
India, pursuant to a certificate of incorporation dated April 3, 1995, issued by the Registrar of Companies, Andhra Pradesh. Subsequently, pursuant to a Board resolution dated May 6, 2019 and a
resolution passed at an extraordinary general meeting dated July 25, 2019, the name of our Company was changed to “Premier Energies Private Limited” and a fresh certificate of incorporation dated
August 6, 2019 was issued by the Registrar of Companies, Telangana at Hyderabad (“RoC”). Upon the conversion of our Company into a public limited company, pursuant to a Board resolution
dated September 3, 2019 and a Shareholders’ resolution dated September 4, 2019, the name of our Company was changed to “Premier Energies Limited” and a fresh certificate of incorporation dated
September 25, 2019 was issued by the RoC. For details in relation to the changes in the registered office of our Company, see “History and Certain Corporate Matters - Changes in the registered
office of our Company” on page 244.
Corporate Identity Number: U40106TG1995PLC019909
Registered Office: Plot No. 8/B/1 and 8/B/2, E- City, Maheshwaram Mandal Raviryala Village, K.V. Rangareddy 501 359, Telangana, India
th
Corporate Office: 8 Floor, Orbit Tower Hyderabad Knowledge City, Raidurg (Panmaktha Village), Serilingampally Mandal, Hyderabad 500 019, Telangana, India
Contact Person: Ravella Sreenivasa Rao, Company Secretary and Compliance Officer
Tel: +91 90 3099 4222; E-mail: [email protected]; Website: www.premierenergies.com
OUR PROMOTERS: SURENDER PAL SINGH SALUJA AND CHIRANJEEV SINGH SALUJA
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH (“EQUITY SHARES”) OF PREMIER ENERGIES LIMITED (OUR “COMPANY” OR THE
“ISSUER”) FOR CASH AT A PRICE OF ₹[●] PER EQUITY SHARE (THE “OFFER PRICE”) AGGREGATING UP TO ₹[●] MILLION (THE “OFFER”) COMPRISING A FRESH ISSUE OF
UP TO [●] EQUITY SHARES BY OUR COMPANY AGGREGATING UP TO ₹15,000 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 28,200,000 EQUITY SHARES
(THE “OFFERED SHARES”) AGGREGATING UP TO ₹[●] MILLION (THE “OFFER FOR SALE”), COMPRISING UP TO 23,846,400 EQUITY SHARES AGGREGATING TO ₹[●]
MILLION BY SOUTH ASIA GROWTH FUND II HOLDINGS LLC, UP TO 153,600 EQUITY SHARES AGGREGATING TO ₹ [●] MILLION BY SOUTH ASIA EBT TRUST (TOGETHER,
THE “INVESTOR SELLING SHAREHOLDERS”) AND UP TO 4, 200,000 EQUITY SHARES AGGREGATING TO ₹ [●] MILLION BY CHIRANJEEV SINGH SALUJA (THE “PROMOTER
SELLING SHAREHOLDER”, AND TOGETHER WITH THE INVESTOR SELLING SHAREHOLDERS, THE “SELLING SHAREHOLDERS”).
THE OFFER INCLUDES A RESERVATION OF UP TO [●] EQUITY SHARES, AGGREGATING UP TO ₹[●] MILLION (CONSTITUTING UP TO [●]% OF THE POST-OFFER PAID-UP
EQUITY SHARE CAPITAL, FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (“EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION
PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER SHALL CONSTITUTE [●]% AND [●]%, RESPECTIVELY, OF THE POST-
OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
OUR COMPANY, IN CONSULTATION WITH THE BRLMS, MAY CONSIDER ISSUE OF SPECIFIED SECURITIES, AS MAY BE PERMITTED UNDER THE APPLICABLE LAW,
AGGREGATING UP TO ₹3,000.00 MILLION, AT ITS DISCRETION, PRIOR TO FILING OF THE RED HERRING PROSPECTUS WITH THE ROC (“PRE-IPO PLACEMENT”). THE
PRE-IPO PLACEMENT, IF UNDERTAKEN, WILL BE AT A PRICE TO BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLMS. IF THE PRE-IPO PLACEMENT
IS COMPLETED, THE AMOUNT RAISED PURSUANT TO THE PRE-IPO PLACEMENT WILL BE REDUCED FROM THE FRESH ISSUE, SUBJECT TO COMPLIANCE WITH RULE
19(2)(B) OF THE SECURITIES CONTRACTS (REGULATION) RULES, 1957, AS AMENDED.
THE PRICE BAND, EMPLOYEE DISCOUNT (IF ANY) AND MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLMS, AND WILL BE
ADVERTISED IN ALL EDITIONS OF [●] (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), ALL EDITIONS OF [●] (A WIDELY CIRCULATED HINDI
NATIONAL DAILY NEWSPAPER), AND [●] EDITIONS OF [●] (A WIDELY CIRCULATED TELUGU DAILY NEWSPAPER, TELUGU BEING THE REGIONAL LANGUAGE OF
TELANGANA WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE AND SHALL BE MADE
AVAILABLE TO THE STOCK EXCHANGES FOR UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS.
In case of any revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional Working Days after such revision of the Price Band, subject to the Bid/ Offer Period not
exceeding 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid/ Offer Period for a minimum of
three Working Days, subject to the Bid/ Offer Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by
notification to the Stock Exchanges, by issuing a public notice and also by indicating the change on the websites of the BRLMs and at the terminals of the Members of the Syndicate and by intimation to
the Designated Intermediaries and Sponsor Banks, as applicable.
The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), read with Regulation 31 of the SEBI ICDR Regulations. The Offer is being
made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis
to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary
basis (the “Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation
is made to Anchor Investors (“Anchor Investor Allocation Price”). In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the remaining
QIB Portion (“Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, subject to valid Bids being received at or above the Offer
Price, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at
or above the Offer Price. Further, not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Investors (“NIIs”) (“Non-Institutional Category”) of which one-third of the Non-
Institutional Category shall be available for allocation to Bidders with a Bid size of more than ₹200,000 and up to ₹1,000,000 and two-thirds of the Non-Institutional Category shall be available for allocation to
Bidders with a Bid size of more than ₹1,000,000 and under-subscription in either of these two subcategories of Non-Institutional Category may be allocated to Bidders in the other sub-category of Non-Institutional
Category in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, not less than 35% of the Net Offer shall be available for allocation to Retail
Individual Investors (“RIIs”) (“Retail Category”), in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. Further, Equity Shares will be
allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All Bidders (except Anchor
Investors) shall mandatorily participate in this Offer only through the Application Supported by Blocked Amount (“ASBA”) process and shall provide details of their respective bank account (including UPI ID
(defined hereinafter) in case of UPI Bidders (defined hereinafter)) in which the Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or the Sponsor Bank(s), as the case may be. Anchor
Investors are not permitted to participate in the Offer through the ASBA process. For details, see “Offer Procedure” beginning on page 437.
RISKS IN RELATION TO FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹1 each. The Offer Price, Floor Price and
Price Band, as determined by our Company, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations, and on the basis of assessment of market demand for the Equity Shares by
way of the Book Building Process and as stated in “Basis for Offer Price” beginning on page 135, should not be taken to be indicative of the market price of the Equity Shares of face value of ₹1 each after
the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares of face value of ₹1 each or regarding the price at which the Equity Shares will be
traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment.
Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company
and the Offer, including the risks involved. The Equity Shares have not been recommended or approved by the SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red
Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 31.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer,
which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that
the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the
expression of any such opinions or intentions, misleading in any material respect. Further, each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms the statements
made or confirmed by such Selling Shareholders in this Draft Red Herring Prospectus to the extent of information specifically pertaining to it and/or its respective portion of the Offered Shares and assumes
responsibility that such statements are true and correct in all material respects and not misleading in any material respect. Each of the Selling Shareholder assumes no responsibility for any other statement
in this Draft Red Herring Prospectus, including, inter alia, any of the statements made by or relating to our Company or our Company’s business or any other Selling Shareholders.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received in-principle approvals from BSE and NSE for listing of the
Equity Shares pursuant to their letters dated [●] and [●], respectively. For the purposes of the Offer, [●] shall be the Designated Stock Exchange. A signed copy of the Red Herring Prospectus and the
Prospectus shall be filed with the RoC in accordance with Section 26(4) and Section 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the
date of the Red Herring Prospectus until the Bid/ Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 482.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER
 Kotak Mahindra Capital Company Limited J.P. Morgan India Private Limited ICICI Securities Limited KFin Technologies Limited
1st Floor, 27 BKC, Plot No. C-27, ‘G’ Block J.P. Morgan Tower, Off. C.S.T. Road Kalina, ICICI Venture House, Appasaheb Marathe Marg, Selenium, Tower-B, Plot No. 31 and 32 Financial
Bandra Kurla Complex, Bandra (East), Mumbai Santacruz (East), Mumbai 400 098, Prabhadevi, Mumbai 400 025, Maharashtra, India District Nanakramguda, Serilingampally Hyderabad
400 051, Maharashtra, India Maharashtra, India Tel: + 91 22 6807 7100 500 032 Telangana, India
Tel: + 91 22 4336 0000 Tel: +91 22 6157 3000 E-mail: [email protected] Tel: +91 40 6716 2222
E-mail: [email protected] E-mail: [email protected] Investor grievance e-mail: E-mail: [email protected]
Investor Grievance ID: Investor grievance e-mail: [email protected] Website: www.kfintech.com
[email protected] [email protected] Contact Person: Sumit Singh/ Ashik Joisar Investor grievance e-mail:
Contact Person: Ganesh Rane Contact Person: Aanchal Mittal / Akhand Dua Website: www.icicisecurities.com [email protected]
Website: https://investmentbank.kotak.com/ Website: www.jpmipl.com SEBI Registration No.: INM000011179 Contact Person: M. Murali Krishna
SEBI Registration Number: INM000008704 SEBI Registration No.: INM000002970 SEBI Registration No.: INR000000221
BID/OFFER PROGRAMME

ANCHOR INVESTOR BIDDING DATE [●]* BID/ OFFER OPENS ON [●] BID/ OFFER CLOSES ON [●]**#
*
Our Company may, in consultation with the BRLMs, consider participation by Anchor Investors. The Anchor Investors shall Bid during the Anchor Investor Bidding Date, i.e., one Working Day prior to
the Bid/Offer Opening Date.
**
Our Company may, in consultation with the BRLMs, consider closing the Bid/ Offer Period for QIBs one day prior to the Bid/Offer Closing Date, in accordance with the SEBI ICDR Regulations.
#
UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
 TABLE OF CONTENTS
SECTION I – GENERAL .................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ...................................................................................................... 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION ............................................................................................................ 16
FORWARD-LOOKING STATEMENTS .................................................................................................... 20
SUMMARY OF THE OFFER DOCUMENT .............................................................................................. 22
SECTION II – RISK FACTORS ...................................................................................................................... 31
SECTION III – INTRODUCTION ................................................................................................................... 80
THE OFFER ................................................................................................................................................... 80
SUMMARY FINANCIAL INFORMATION ............................................................................................... 82
GENERAL INFORMATION ........................................................................................................................ 86
CAPITAL STRUCTURE............................................................................................................................... 95
OBJECTS OF THE OFFER........................................................................................................................ 119
BASIS FOR OFFER PRICE ....................................................................................................................... 135
STATEMENT OF SPECIAL TAX BENEFITS ........................................................................................ 144
SECTION IV – ABOUT OUR COMPANY ................................................................................................... 152
INDUSTRY OVERVIEW ............................................................................................................................ 152
OUR BUSINESS ........................................................................................................................................... 204
KEY REGULATIONS AND POLICIES IN INDIA ................................................................................. 236
HISTORY AND CERTAIN CORPORATE MATTERS .......................................................................... 244
OUR SUBSIDIARIES AND ASSOCIATES .............................................................................................. 251
OUR MANAGEMENT ................................................................................................................................ 257
OUR PROMOTERS AND PROMOTER GROUP ................................................................................... 276
DIVIDEND POLICY ................................................................................................................................... 279
SECTION V – FINANCIAL INFORMATION ............................................................................................. 280
RESTATED CONSOLIDATED FINANCIAL INFORMATION ........................................................... 280
OTHER FINANCIAL INFORMATION.................................................................................................... 349
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ....................................................................................................................................... 351
CAPITALISATION STATEMENT ........................................................................................................... 397
FINANCIAL INDEBTEDNESS .................................................................................................................. 398
SECTION VI – LEGAL AND OTHER INFORMATION ........................................................................... 401
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .............................................. 401
GOVERNMENT AND OTHER APPROVALS ........................................................................................ 404
OUR GROUP COMPANIES....................................................................................................................... 408
OTHER REGULATORY AND STATUTORY DISCLOSURES ............................................................ 411
SECTION VII – OFFER RELATED INFORMATION ............................................................................... 425
TERMS OF THE OFFER............................................................................................................................ 425
OFFER STRUCTURE ................................................................................................................................. 432
OFFER PROCEDURE ................................................................................................................................ 437
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ....................................... 458
SECTION VIII – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ................................ 460
SECTION IX – OTHER INFORMATION .................................................................................................... 482
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................. 482
DECLARATION .......................................................................................................................................... 485
 SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, shall have the meaning as provided below. References to any legislation, act, regulation,
rule, guideline, policy, circular, notification or clarification shall be to such legislation, act, regulation, rule,
guideline, policy, circular, notification or clarification as amended and any reference to a statutory provision
shall include any subordinate legislation made from time to time under that provision.

The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the
extent applicable, the meanings ascribed to such terms under the Securities and Exchange Board of India Act,
1992 (the “SEBI Act”), the Securities Contracts (Regulation) Act, 1956, as amended (“SCRA”), the Depositories
Act, 1966, as amended or the rules and regulations made thereunder.

Notwithstanding the foregoing, terms in “Statement of Special Tax Benefits”, “Industry Overview”, “Key
Regulations and Policies in India”, “Financial Information”, “Outstanding Litigation and Material
Developments” and “Main Provisions of the Articles of Association”, beginning on pages 144, 152, 236, 280,
401 and 460, respectively, will have the meaning ascribed to such terms in those respective sections.

General Terms

Term Description
Company or Issuer Premier Energies Limited, a public limited company incorporated in India under the
Companies Act 1956. Unless the context otherwise indicates, all references to the terms
“we”, “us” and “our” are to our Company, our Subsidiaries and Associates on a
consolidated basis. as applicable as at and during such fiscals/ period

Company Related Terms

Term Description
Articles or Articles of The articles of association of our Company, as amended
Association or AoA
Audit Committee The audit committee of our Board, as described in “Our Management - Board
Committees – Audit Committee” on page 265
Auditor or Statutory Auditor The current statutory auditor of our Company, namely, Deloitte Haskins & Sells,
Chartered Accountants.
Associates Collectively, Mavyatho Ventures Private Limited and Brightstone Developers Private
Limited

For the purpose of financial information derived from Restated Consolidated Financial
Information in this Draft Red Herring Prospectus, “Associates” would mean Associates
of our Company as at and for the relevant period/Financial Year(s)
Board or Board of Directors The board of directors of our Company (including any duly constituted committee
thereof). For details, see “Our Management” on page 257
Chairman The chairman of our Company, namely Surender Pal Singh Saluja. For details, see “Our
Management” on page 257
Company Secretary and The company secretary and compliance officer of our Company, namely Ravella
Compliance Officer Sreenivasa Rao. For details, see “Our Management” on page 257
Compulsorily Convertible Compulsorily convertible debentures of our Company of face value ₹100
Debentures or CCDs
Corporate Office The corporate office of our Company situated at 8th Floor, Orbit Tower Hyderabad
Knowledge City, Raidurg (Panmaktha Village), Serilingampally Mandal, Hyderabad
500 019, Telangana, India
Corporate Social Responsibility The corporate social responsibility committee of our Board, as described in “Our
Committee or CSR Committee Management – Board Committees – CSR Committee” on page 269
Director(s) The director(s) on our Board, as appointed from time to time. For details, see “Our
Management” on page 257
Equity Shares The equity shares of our Company of face value of ₹1 each
Executive Director The executive director(s) on our Board. For details, see “Our Management” on page
257
First Amendment Agreement The amendment agreement to the SHA dated December 19, 2022 entered into between
our Company, South Asia Growth Fund II Holdings LLC, South Asia EBT Trust,
Surender Pal Singh Saluja, Chiranjeev Singh Saluja, Vivana Saluja, Manjeet Kaur

1
 Term Description
Saluja, Charandeep Singh Saluja, Jasveen Kaur, Niha Technologies Private Limited,
Niyathi Naidu Madasu, Vignesh Nallapa Reddy, Sudha Moola and Rama Moola. For
details, see “History and Certain Corporate Matters - Shareholders’ agreement and
other key agreements” on page 248
F&S Frost & Sullivan (India) Private Limited
F&S Report Industry report titled “Industry Report on Solar Cell and Module Market” dated April
18, 2024 prepared by F&S, appointed by our Company on February 6, 2024, exclusively
commissioned and paid for by our Company in connection with the Offer. The F&S
Report is available at our Company’s website at https://premierenergies.com/investor-
relations/ipo-documents
Group Chief Financial Officer The group chief financial officer of our Company, namely Nand Kishore Khandelwal.
or Group CFO For details, see “Our Management” on page 257
Group Companies The companies identified as ‘group companies’ in accordance with Regulation 2(1)(t)
of the SEBI ICDR Regulations including the Materiality Policy. For details, see “Our
Group Companies” on page 408
IBD Bangladesh IBD Solar Powertech Private Limited
Independent Director(s) The independent director(s) on our Board, as described in “Our Management” on page
257
Investor Selling Shareholder(s) Together, South Asia Growth Fund II Holdings LLC and South Asia EBT Trust
IPO Committee The IPO committee of our Board constituted to facilitate the process of the Offer,
comprising Surender Pal Singh Saluja, Chiranjeev Singh Saluja and Abhishek Loonker
Key Managerial Personnel or The key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the
KMP SEBI ICDR Regulations and as disclosed in “Our Management – Key Managerial
Personnel and Senior Management – Key Managerial Personnel” on page 273
Materiality Policy Policy for identification of (i) companies to be disclosed as group companies; (ii)
material outstanding civil litigation proceeding involving our Company, our
Subsidiaries, our Promoters and our Directors; and (iii) material creditors of the
Company, pursuant to the disclosure requirements under SEBI ICDR Regulations, as
adopted by the Board pursuant to its resolution dated April 15, 2024
Material Subsidiaries The subsidiaries identified as material in accordance with Regulation 16(1)(c) of the
SEBI Listing Regulations i.e. Premier Energies Photovoltaic Private Limited and
Premier Energies International Private Limited
Memorandum of Association or The memorandum of association of our Company, as amended from time to time
MoA
Non-Executive Director The non-executive director(s) on our Board, as described in “Our Management” on
page 257
Nomination and Remuneration The nomination and remuneration committee of our Board, as described in “Our
Committee Management – Board Committees – Nomination and Remuneration Committee” on
page 267
PEGEPL Premier Energies Global Environment Private Limited
PEIPL Premier Energies International Private Limited
PEL ESOP Scheme Premier Energies Limited Employees Stock Option Plan 2021 Scheme
PEPPL Premier Energies Photovoltaic Private Limited
PPGPL Premier Photovoltaic Gajwel Private Limited
PSPPL Premier Solar Powertech Private Limited
Premier USA Premier Energies Photovoltaic LLC
PPZPL Premier Photovoltaic Zaheerabad Private Limited
Promoters The promoters of our Company, namely, Surender Pal Singh Saluja and Chiranjeev
Singh Saluja
Promoter Group The individuals and entities constituting the promoter group of our Company in terms
of Regulation 2(1)(pp) of the SEBI ICDR Regulations. For details, see “Our Promoters
and Promoter Group” on page 276
Promoter Selling Shareholder Chiranjeev Singh Saluja
Registered Office The registered office of our Company situated at Plot No. 8/B/1 and 8/B/2, E- City,
Maheshwaram Mandal Raviryala Village, K.V. Rangareddy 501 359, Telangana, India
Registrar of Companies or RoC Registrar of Companies, Telangana at Hyderabad
Restated Consolidated The restated consolidated financial information of our Company and our Subsidiaries as
Financial Information at and for the nine months ended December 31, 2023 and as at and for the Financial
Years ended March 31, 2023, March 31, 2022 and March 31, 2021, comprising the
restated consolidated statement of assets and liabilities as at December 31, 2023, March
31, 2023, March 31, 2022 and March 31, 2021, the restated consolidated statement of
profit and loss (including other comprehensive income), the restated consolidated
statement of changes in equity, the restated consolidated cash flow statement for the nine
months ended December 31, 2023 and for the Financial Years ended March 31, 2023,

2
 Term Description
March 31, 2022 and March 31, 2021, the summary statement of material accounting
policies, and other explanatory information prepared in accordance with Section 26 of
Part I of Chapter III of the Companies Act, 2013, as amended, the SEBI ICDR
Regulations and the Guidance Note on Reports in Company Prospectuses (Revised
2019) issued by the ICAI
Risk Management Committee The risk management committee of our Board, as described in “Our Management–
Board Committees – Risk Management Committee” on page 272
Senior Management or SMP The senior management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI
ICDR Regulations and as disclosed in “Our Management – Key Managerial Personnel
and Senior Management – Senior Management” on page 273
SHA Shareholders’ agreement dated September 10, 2021, entered into between our Company,
South Asia Growth Fund II Holdings LLC, South Asia EBT Trust, Surender Pal Singh
Saluja, Chiranjeev Singh Saluja, Vivana Saluja, Manjeet Kaur Saluja, Charandeep Singh
Saluja, Jasveen Kaur, Niha Technologies Private Limited, Niyathi Naidu Madasu,
Vignesh Nallapa Reddy and Sudha Moola. For details, see “History and Certain
Corporate Matters - Shareholders’ agreement and other key agreements” on page 248
Shareholders The shareholders of our Company from time to time
Shareholders’ Agreement The SHA as amended and read along with the First Amendment Agreement and the
Second Amendment Agreement
Second Amendment Agreement The second amendment agreement to the SHA dated April 18, 2024 entered into between
our Company, South Asia Growth Fund II Holdings LLC, South Asia EBT Trust,
Surender Pal Singh Saluja, Chiranjeev Singh Saluja, Vivana Saluja, Manjeet Kaur
Saluja, Charandeep Singh Saluja, Jasveen Kaur, Niha Technologies Private Limited,
Niyathi Naidu Madasu, Vignesh Nallapa Reddy, Sudhir Moola, Surender Pal Saluja
Trust and Chiranjeev Saluja Trust
Selling Shareholders Together, the Promoter Selling Shareholder and Investor Selling Shareholders
Stakeholders’ Relationship The stakeholders’ relationship committee of our Board, as described in “Our
Committee Management– Board Committees – Stakeholders’ Relationship Committee” on page
269
Subsidiaries The subsidiaries of our Company as on the date of this Draft Red Herring Prospectus, as
disclosed in “Our Subsidiaries and Associates – Subsidiaries of our Company” on
page 251

For the purpose of financial information derived from Restated Consolidated Financial
Information in this Draft Red Herring Prospectus, “Subsidiaries” would mean
Subsidiaries of our Company as at and for the relevant period/Financial Year(s)

Offer Related Terms

Term Description
Abridged Prospectus The memorandum containing such salient features of prospectus as may be specified by
SEBI in this regard
Acknowledgment Slip The slip or document issued by the relevant Designated Intermediary(ies) to the Bidder
as proof of registration of the Bid cum Application Form
Allot or Allotment or Allotted Unless the context otherwise requires, allotment or transfer, as the case may be of Equity
Shares offered pursuant to the Fresh Issue and transfer of the Offered Shares by the
Selling Shareholders pursuant to the Offer for Sale to the successful Bidders
Allotment Advice Advice or intimation of Allotment sent to the successful Bidders who have been or are
to be Allotted the Equity Shares after the Basis of Allotment has been approved by the
Designated Stock Exchange
Allottee A successful Bidder to whom an Allotment is made
Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the SEBI ICDR Regulations and the Red Herring Prospectus, and who
has Bid for an amount of at least ₹100 million
Anchor Investor Allocation The price at which Equity Shares will be allocated to Anchor Investors according to the
Price terms of the Red Herring Prospectus, which will be decided by our Company in
consultation with the BRLMs on the Anchor Investor Bidding Date
Anchor Investor Application The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
Form which will be considered as an application for Allotment in terms of the Red Herring
Prospectus and the Prospectus
Anchor Investor Bidding Date The date, one Working Day prior to the Bid/ Offer Opening Date, on which Bids by
Anchor Investors shall be submitted and allocation to Anchor Investors shall be
completed
Anchor Investor Offer Price The price at which the Equity Shares will be Allotted to Anchor Investors in terms of
the Red Herring Prospectus and the Prospectus, which price will be equal to or higher

3
 Term Description
than the Offer Price but not higher than the Cap Price.

The Anchor Investor Offer Price will be decided by our Company in consultation with
the BRLMs
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in
the event the Anchor Investor Allocation Price is lower than the Offer Price, not later
than two Working Days after the Bid/ Offer Closing Date
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company in consultation
with the BRLMs, to Anchor Investors on a discretionary basis, in consultation with the
BRLMs, in accordance with the SEBI ICDR Regulations out of which one-third of the
Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid
Bids being received from domestic Mutual Funds at or above the Anchor Investor
Allocation Price
ASBA or Application An application, whether physical or electronic, used by ASBA Bidders to make a Bid
Supported by Blocked Amount and authorising an SCSB to block the Bid Amount in the specified bank account
maintained with such SCSB and will include amounts blocked by UPI Bidders using the
UPI Mechanism
ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA
Form submitted by ASBA Bidders for blocking the Bid Amount mentioned in the
relevant ASBA Form and includes a bank account maintained by a UPI Bidder linked
to a UPI ID, which is blocked upon acceptance of a UPI Mandate Request made by the
UPI Bidders
ASBA Bidder(s) All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders which will
be considered as the application for Allotment in terms of the Red Herring Prospectus
and the Prospectus
Banker(s) to the Offer Collectively, the Escrow Collection Bank, the Refund Bank, the Public Offer Account
Bank and the Sponsor Bank, as the case may be
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer,
described in “Offer Procedure” on page 437
Bid(s) An indication by a ASBA Bidder to make an offer during the Bid/Offer Period pursuant
to submission of the ASBA Form, or on the Anchor Investor Bidding Date by an Anchor
Investor, pursuant to the submission of the Anchor Investor Application Form, to
subscribe to or purchase Equity Shares at a price within the Price Band, including all
revisions and modifications thereto, to the extent permissible under the SEBI ICDR
Regulations, in terms of the Red Herring Prospectus and the Bid cum Application Form.
The term ‘Bidding’ shall be construed accordingly
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form (less
Employee Discount, if any), and payable by the Bidder or blocked in the ASBA Account
of the ASBA Bidder, as the case may be, upon submission of the Bid in the Offer, as
applicable.

In the case of RIIs Bidding at the Cut off Price, the Cap Price multiplied by the number
of Equity Shares Bid for by such RIIs and mentioned in the Bid cum Application Form.
Eligible Employees applying in the Employee Reservation Portion can apply at the Cut-
Off Price and the Bid Amount shall be Cap Price net of Employee Discount, if any,
multiplied by the number of Equity Shares Bid by such Eligible Employee and
mentioned in the Bid cum Application Form.

The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee shall not exceed ₹500,000 (net of Employee Discount, if any). However, the
initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not
exceed ₹200,000 (net of Employee Discount, if any). Only in the event of under-
subscription in the Employee Reservation Portion, the unsubscribed portion will be
available for allocation and Allotment, proportionately to all Eligible Employees who
have Bid in excess of ₹200,000 (net of Employee Discount, if any), subject to the
maximum value of Allotment made to such Eligible Employee not exceeding ₹500,000
(net of Employee Discount, if any)
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
includes an Anchor Investor
Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, Specified Locations for Members of the
Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for RTAs

4
 Term Description
and Designated CDP Locations for CDPs
Bid Lot [●] Equity Shares
Bid/ Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which
the Designated Intermediaries shall not accept any Bid, being [●], which shall be
published in [●] (a widely circulated English national daily newspaper), [●] (a widely
circulated Hindi national daily newspaper) and the [●] (a widely circulated Telugu daily
newspaper, Telugu being the regional language of Telangana where our Registered
Office is located). In case of any revisions, the extended Bid/Offer Closing Date will be
widely disseminated by notification to the Stock Exchanges, by issuing a public notice,
and also by indicating the change on the websites of the BRLMs and at the terminals of
the other members of the Syndicate and by intimation to the Designated Intermediaries
and the Sponsor Banks. Our Company, in consultation with the BRLMs, may consider
closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing
Date, in accordance with the SEBI ICDR Regulations.

Our Company may, in consultation with the BRLMs, consider closing the Bid/Offer
Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance
with the SEBI ICDR Regulations
Bid/ Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, which shall be notified in all
editions of [●] (a widely circulated English national daily newspaper), all editions of [●]
(a widely circulated Hindi national daily newspaper), and [●] editions of [●] (a widely
circulated Telugu daily newspaper, Telugu being the regional language of Telangana
where our Registered Office is located)
Bid/ Offer Period Except in relation to Anchor Investors, the period between the Bid/ Offer Opening Date
and the Bid/ Offer Closing Date, inclusive of both days, during which Bidders
(excluding Anchor Investors) can submit their Bids, including any revisions thereof, in
accordance with the SEBI ICDR Regulations and in accordance with the terms of the
Red Herring Prospectus.

Our Company, in consultation with the BRLMs, may consider closing the Bid/ Offer
Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance
with the SEBI ICDR Regulations
Book Building Process Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in
terms of which the Offer is being made
Book Running Lead Managers The book running lead managers to the Offer, being Kotak, JP Morgan and ICICI
or BRLMs Securities
Broker Centres Broker centres notified by the Stock Exchanges where ASBA Bidders can submit the
ASBA Forms to a Registered Broker, provided that Retail Individual Investors may only
submit ASBA Forms at such broker centres if they are Bidding using the UPI
Mechanism. The details of such broker centres, along with the names and contact details
of the Registered Brokers are available on the respective websites of the Stock
Exchanges at www.bseindia.com and www.nseindia.com
CAN or Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
Allocation Note have been allocated the Equity Shares, on/after the Anchor Investor Bidding Date
Cap Price The higher end of the Price Band, above which the Offer Price and Anchor Investor
Offer Price will not be finalised and above which no Bids will be accepted, including
any revisions thereof. The Cap Price shall not be more than 120% of the Floor Price,
provided that the Cap Price shall be at least 105% of the Floor Price
Cash Escrow and Sponsor Bank The agreement to be entered into amongst our Company, the Selling Shareholders, the
Agreement Registrar to the Offer, the BRLMs, Syndicate Member(s), the Escrow Collection
Bank(s), the Public Offer Account Bank(s), the Sponsor Banks, and the Refund Bank(s)
for, among other things, collection of the Bid Amounts from the Anchor Investors and
where applicable, refunds of the amounts collected from Anchor Investors, on the terms
and conditions thereof
CDP or Collecting Depository A depository participant as defined under the Depositories Act, registered with SEBI
Participant and who is eligible to procure Bids at the Designated CDP Locations in terms of circular
no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI as per
the lists available on the websites of BSE and NSE, as updated from time to time
Cut-Off Price Offer Price, which shall be any price within the Price Band, finalised by our Company,
in consultation with the BRLMs.

Only Retail Individual Investors in the Retail Category and Eligible Employees Bidding
in the Employee Reservation Portion are entitled to Bid at the Cut-off Price. QIBs
(including Anchor Investors) and Non-Institutional Investors are not entitled to Bid at

5
 Term Description
the Cut-off Price
Demographic Details The details of the Bidders including the Bidder’s address, name of the Bidder’s father/
husband, investor status, occupation, bank account details and UPI ID, as applicable
Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms. The details of
such Designated CDP Locations, along with names and contact details of the Collecting
Depository Participants eligible to accept ASBA Forms are available on the
respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com, respectively) as updated from time to time
Designated Date The date on which the funds from the Escrow Account are transferred to the Public Offer
Account or the Refund Account, as appropriate, and the relevant amounts blocked in the
ASBA Accounts are transferred to the Public Offer Account(s) and/or are unblocked, as
applicable, in terms of the Red Herring Prospectus and the Prospectus, after finalization
of the Basis of Allotment in consultation with the Designated Stock Exchange, following
which the Board of Directors may Allot Equity Shares to successful Bidders in the Offer
Designated Intermediary(ies) SCSBs, Syndicate, sub-Syndicate, Registered Brokers, CDPs and RTAs who are
authorised to collect ASBA Forms from the ASBA Bidders, in relation to the Offer
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs.

The details of such Designated RTA Locations, along with names and contact details of
the RTAs eligible to accept ASBA Forms are available on the respective websites of the
Stock Exchanges (www.bseindia.com and www.nseindia.com, respectively) as updated
from time to time
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is
available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=
35, updated from time to time, or at such other website as may be prescribed by SEBI
from time to time
Designated Stock Exchange [●]
Draft Red Herring Prospectus This draft red herring prospectus dated April 19, 2024 filed with SEBI and Stock
or DRHP Exchanges in accordance with the SEBI ICDR Regulations, which does not contain
complete particulars of the price at which the Equity Shares will be Allotted and the size
of the Offer, including any addenda or corrigenda thereto
Employee Discount Our Company, in consultation with the BRLMs, may offer a discount of up to [●]% on
the Offer Price (equivalent of ₹ [●] per Equity Share) to Eligible Employees which shall
be announced at least two Working Days prior to the Bid / Offer Opening Date
Eligible Employees Permanent employees of our Company or of our Subsidiaries (excluding such employees
not eligible to invest in the Offer under applicable laws, rules, regulations and
guidelines), as on the date of filing the Red Herring Prospectus with the RoC and who
continue to be a permanent employee of our Company or our Subsidiaries until the
submission of the ASBA Form and is working and present in India or abroad as on the
date of submission of the ASBA Form; or

Director of our Company, whether whole-time or otherwise, not holding either

himself/herself or through their relatives or through any body corporate, directly or
indirectly, more than 10% of the outstanding Equity Shares (excluding Directors not
eligible to invest in the Offer under applicable laws, rules, regulations and guidelines)
as of the date of filing of the Red Herring Prospectus with the RoC and who continues
to be a Director of our Company until submission of the ASBA Form and is working
and present in India or abroad as on the date of submission of the ASBA Form.

The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee shall not exceed ₹500,000 (net of Employee Discount, if any). However, the
initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not
exceed ₹200,000 (net of Employee Discount, if any). Only in the event of an under-
subscription in the Employee Reservation Portion post initial Allotment, such
unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees
Bidding in the Employee Reservation Portion, for a value in excess of ₹200,000 (net of
Employee Discount, if any), subject to the total Allotment to an Eligible Employee not
exceeding ₹500,000 (net of Employee Discount, if any)
Eligible FPIs FPIs from such jurisdictions outside India where it is not unlawful to make an offer/
invitation under the Offer and in relation to whom the Bid cum Application Form and
the Red Herring Prospectus constitutes an invitation to subscribe to the Equity Shares
offered thereby
Eligible NRIs A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful to
make an offer or invitation under the Offer and in relation to whom the Red Herring

6
 Term Description
Prospectus and the Bid Cum Application Form constitutes an invitation to subscribe or
purchase for the Equity Shares
Employee Reservation Portion The portion of the Offer being up to [●] Equity Shares aggregating up to ₹[●] million
which shall not exceed 5% of the post Offer Equity Share capital of our Company,
available for allocation to Eligible Employees, on a proportionate basis
Escrow Account(s) ‘No-lien’ and ‘non-interest bearing’ account(s) opened with the Escrow Collection Bank
and in whose favour Anchor Investors will transfer the money through direct
credit/NEFT/RTGS/NACH in respect of the Bid Amount while submitting a Bid
Escrow Collection Bank Bank which is a clearing member and registered with SEBI as a banker to an issue under
the BTI Regulations, and with whom the Escrow Account(s) will be opened, in this case
being [●]
First Bidder The Bidder whose name shall be mentioned in the Bid cum Application Form or the
Revision Form and in case of joint Bids, whose name shall also appear as the first holder
of the beneficiary account held in joint names
Floor Price The lower end of the Price Band, subject to any revision thereto, at or above which the
Offer Price and the Anchor Investor Offer Price will be finalised and below which no
Bids will be accepted
Fresh Issue The issue of up to [●] Equity Shares at ₹[●] per Equity Share (including a premium of
₹[●] per Equity Share) aggregating up to ₹15,000 million by our Company.

Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, as
may be permitted under the applicable law, aggregating up to ₹3,000.00 million, at its
discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO
Placement, if undertaken, will be at a price to be decided by our Company, in
consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised
pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to
compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as
amended
General Information Document The General Information Document for investing in public offers, prepared and issued
in accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17,
2020, issued by SEBI and the UPI Circulars, as amended from time to time. The General
Information Document shall be available on the websites of the Stock Exchanges and
the BRLMs
Gross Proceeds The gross proceeds of the Fresh Issue that will be available to our Company
ICICI Securities ICICI Securities Limited
JP Morgan J.P. Morgan India Private Limited
Kotak Kotak Mahindra Capital Company Limited
Monitoring Agency [●]
Monitoring Agency Agreement The agreement to be entered into between our Company and the Monitoring Agency
prior to filing of the Red Herring Prospectus
Mutual Fund Portion The portion of the Offer being 5% of the Net QIB Portion consisting of [●] Equity Shares
which shall be available for allocation to Mutual Funds only on a proportionate basis,
subject to valid Bids being received at or above the Offer Price
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
Net Offer The Offer, less the Employee Reservation Portion
Net Proceeds Proceeds of the Fresh Issue less our Company’s share of the Offer expenses. For further
details regarding the use of the Net Proceeds and the Offer expenses, see “Objects of the
Offer” beginning on page 119
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor
Investors
NBFC-SI A systemically important non-banking financial company as defined under Regulation
2(1)(iii) of the SEBI ICDR Regulations
Non-Institutional Investors or All Bidders, including FPIs other than individuals, corporate bodies and family offices,
NIIs registered with the SEBI, that are not QIBs (including Anchor Investors) or Retail
Individual Investors or the Eligible Employees Bidding in the Employee Reservation
Portion, who have Bid for Equity Shares for an amount of more than ₹200,000 (but not
including NRIs other than Eligible NRIs)
Non-Institutional Category The portion of the Offer being not less than 15% of the Net Offer consisting of [●] Equity
Shares which shall be available for allocation to Non-Institutional Investors, of which
(a) one-third portion shall be reserved for applicants with a Bid size of more than ₹
200,000 and up to ₹1,000,000, and (b) two-thirds portion shall be reserved for applicants
with a Bid size of more than ₹1,000,000, provided that the unsubscribed portion in either
of such sub-categories may be allocated to applicants in the other sub-category of,
subject to valid Bids being received at or above the Offer Price

7
 Term Description
Offer Initial public offering of up to [●] Equity Shares for cash at a price of ₹[●] per Equity
Share aggregating up to ₹[●] million comprising the Fresh Issue and the Offer for Sale.
For further information, see “The Offer” on page 80

Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, as
may be permitted under the applicable law, aggregating up to ₹3,000.00 million, at its
discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO
Placement, if undertaken, will be at a price to be decided by our Company, in
consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised
pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to
compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as
amended
Offer Agreement The agreement dated April 19, 2024 executed amongst our Company, the Selling
Shareholders and the BRLMs, pursuant to which certain arrangements are agreed to in
relation to the Offer
Offer for Sale The offer for sale of up to 28,200,000 Equity Shares aggregating to ₹[●] million by the
Selling Shareholders in the Offer. For further information, see “The Offer” beginning
on page 80
Offer Price The final price at which Equity Shares will be Allotted to successful Bidders other than
Anchor Investors in terms of the Red Herring Prospectus. The Offer Price will be
decided by our Company, in consultation with the BRLMs on the Pricing Date, in
accordance with the Book-Building Process and in terms of the Red Herring Prospectus.

A discount of up to [●] % on the Offer Price (equivalent of ₹[●] per Equity Share) may
be offered to Eligible Employees Bidding in the Employee Reservation Portion. This
Employee Discount, if any, will be decided by our Company in consultation with the
BRLMs
Offered Shares The Equity Shares offered by the Selling Shareholders in the Offer by way of Offer for
Sale. For further information, see “The Offer” on page 80
Pre-IPO Placement Our Company, in consultation with the BRLMs, may consider an issue of specified
securities, as may be permitted under the applicable law, aggregating up to ₹3,000.00
million, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The
Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in
consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised
pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to
compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as
amended
Price Band The price band ranging from a Floor Price of ₹[●] per Equity Share to a Cap Price of ₹
[●] per Equity Share, including any revisions thereof. The Price Band and minimum Bid
Lot, as decided by our Company, in consultation with the BRLMs will be advertised in
all editions of [●] (a widely circulated English national daily newspaper), all editions of
[●] (a widely circulated Hindi national daily newspaper), and [●] editions of [●] (a
widely circulated Telugu daily newspaper, Telugu being the regional language of
Telangana where our Registered Office is located), where our Registered Office is
located) at least two Working Days prior to the Bid/Offer Opening Date with the relevant
financial ratios calculated at the Floor Price and at the Cap Price, and shall be made
available to the Stock Exchanges for the purpose of uploading on their respective
websites.

Provided that the Cap Price shall be at least 105% of the Floor Price and shall not be
greater than 120% of the Floor Price
Pricing Date The date on which our Company in consultation with the BRLMs, will finalise the Offer
Price
Prospectus The Prospectus to be filed with the RoC after the Pricing Date in accordance with
Section 26 of the Companies Act, 2013, and the SEBI ICDR Regulations containing,
inter alia, the Offer Price, the size of the Offer and certain other information, including
any addenda or corrigenda thereto
Public Offer Account The ‘no-lien’ and ‘non-interest bearing’ bank account to be opened with the Public Offer
Account Bank under Section 40(3) of the Companies Act, 2013, to receive monies from
the Escrow Account and from the ASBA Accounts on the Designated Date
Public Offer Account Bank Bank which is a clearing member and registered with SEBI as a banker to an issue, and
with whom the Public Offer Account(s) will be opened
QIBs or Qualified Institutional Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
Buyers Regulations
QIB Bidders QIBs who Bid in the Offer

8
 Term Description
QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not more than
50% of the Net Offer consisting of [●] Equity Shares, available for allocation to QIBs
(including Anchor Investors) on a proportionate basis (in which allocation to Anchor
Investors shall be on a discretionary basis, as determined by our Company, in
consultation with the BRLMs up to a limit of 60% of the QIB Portion), subject to valid
Bids being received at or above the Offer Price or Anchor Investor Offer Price (for
Anchor Investors)
Red Herring Prospectus or RHP The Red Herring Prospectus to be issued in accordance with Section 32 of the
Companies Act, 2013, and the provisions of the SEBI ICDR Regulations, which will not
have complete particulars of the price at which the Equity Shares will be Allotted and
the size of the Offer, including any addenda or corrigenda thereto. The Red Herring
Prospectus will be filed with the RoC at least three Working Days before the Bid/Offer
Opening Date and will become the Prospectus upon filing with the RoC after the Pricing
Date
Refund Account The ‘no-lien’ and ‘non-interest bearing’ account opened with the Refund Bank(s), from
which refunds, if any, of the whole or part of the Bid Amount to Anchor Investors shall
be made
Refund Bank The Banker to the Offer with whom the Refund Account(s) will be opened, in this case
being [●]
Registrar Agreement The agreement dated April 18, 2024 entered into between our Company, the Selling
Shareholders and the Registrar to the Offer, in relation to the responsibilities and
obligations of the Registrar to the Offer pertaining to the Offer
Registered Brokers Stock brokers registered with SEBI under the Securities and Exchange Board of India
(Stock Brokers) Regulations, 1992 and the stock exchanges having nationwide
terminals, other than the Members of the Syndicate and eligible to procure Bids in terms
of Circular No. CIR/CFD/14/2012 dated October 4, 2012, issued by SEBI
Registrar to the Offer or KFin Technologies Limited
Registrar
RTAs or Registrar and Share The registrar and share transfer agents registered with SEBI and eligible to procure Bids
Transfer Agents at the Designated RTA Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI
Resident Indian A person resident in India, as defined under FEMA
Retail Individual Investors or Individual Bidders, who have Bid for the Equity Shares for an amount which is not more
RIIs than ₹200,000 in any of the bidding options in the Offer (including HUFs applying
through their karta and Eligible NRI Bidders) and does not include NRIs (other than
Eligible NRIs)
Retail Category The portion of the Offer being not less than 35% of the Net Offer consisting of [●] Equity
Shares, available for allocation to Retail Individual Investors as per the SEBI ICDR
Regulations, which shall not be less than the minimum Bid Lot, subject to valid Bids
being received at or above the Offer Price
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount
in any of their Bid cum Application Forms or any previous Revision Form(s).

QIB Bidders and Non-Institutional Investors are not allowed to withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Investors and Eligible Employees Bidding in the Employee Reservation
Portion can revise their Bids during the Bid/ Offer Period and withdraw their Bids until
the Bid/ Offer Closing Date
Self Certified Syndicate The banks registered with SEBI, offering services in relation to ASBA (other than
Bank(s) or SCSB(s) through UPI Mechanism), a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 or
such other website as updated from time to time, and (ii) The banks registered with
SEBI, enabled for UPI Mechanism, a list of which is available on the website of SEBI
at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40
or such other website as updated from time to time.

Applications through UPI in the Offer can be made only through the SCSBs mobile
applications (apps) whose name appears on the SEBI website. A list of SCSBs and
mobile application, which, are live for applying in public issues using UPI Mechanism
is appearing in the “list of mobile applications for using UPI in Public Issues” displayed
on the SEBI website at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43.
The said list shall be updated on the SEBI website from time to time
Share Escrow Agent Escrow agent to be appointed pursuant to the Share Escrow Agreement, namely, [●]

9
 Term Description
Share Escrow Agreement The agreement to be entered into amongst our Company, the Selling Shareholders and
the Share Escrow Agent in connection with the transfer of the Offered Shares by the
Selling Shareholders and credit of such Offered Shares to the demat account of the
Allottees in accordance with the Basis of Allotment
Specified Locations Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders
Sponsor Bank(s) Bank(s) registered with SEBI which will be appointed by our Company to act as a
conduit between the Stock Exchanges and the National Payments Corporation of India
in order to push the UPI Mandate Request by the UPI Bidders and carry out other
responsibilities, in terms of the UPI Circulars
Syndicate Agreement The agreement to be entered into amongst our Company, the Registrar to the Offer, the
Selling Shareholders, the BRLMs and the Syndicate Members in relation to the
procurement of Bid cum Application Forms by the Syndicate
Syndicate Member(s) Syndicate members as defined under Regulation 2(1)(hhh) of the SEBI ICDR
Regulations
Syndicate or Members of the The BRLMs and the Syndicate Members
Syndicate
Underwriters [●]
Underwriting Agreement The agreement to be entered into amongst the Underwriters, our Company and the
Selling Shareholders, on or after the Pricing Date but prior to filing of the Prospectus
with the RoC
UPI Unified Payments Interface, which is an instant payment mechanism, developed by
NPCI
UPI Bidders Collectively, individual investors who applied as (i) Retail Individual Investors in the
Retail Category; (ii) Eligible Employees in the Employee Reservation Portion; and (iii)
Non-Institutional Investors with an application size of up to ₹500,000 in the Non-
Institutional Category bidding under the UPI Mechanism through ASBA Form(s)
submitted with Syndicate Members, Registered Brokers, Collecting Depository
Participants and Registrar and Share Transfer Agents.

Pursuant to Circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022

issued by SEBI, all individual investors applying in public issues where the application
amount is up to ₹500,000 are required to use UPI Mechanism and are required to provide
their UPI ID in the Bid cum Application Form submitted with: (i) a syndicate member,
(ii) a stock broker registered with a recognized stock exchange (whose name is
mentioned on the website of the stock exchange as eligible for such activity), (iii) a
depository participant (whose name is mentioned on the website of the stock exchange
as eligible for such activity), and (iv) a registrar to an issue and share transfer agent
(whose name is mentioned on the website of the stock exchange as eligible for such
activity)
UPI Circulars SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018,
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI
circular number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021,
SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021,
SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI
circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI master
circular with circular number SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17,
2023 (to the extent that such circulars pertain to the UPI Mechanism), SEBI master
circular with circular number SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21,
2023, SEBI circular number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9,
2023, and any subsequent circulars or notifications issued by SEBI in this regard, along
with the circulars issued by the Stock Exchanges in this regard, including the circular
issued by the NSE having reference number 25/2022 dated August 3, 2022, and the
circular issued by BSE having reference number 20220803-40 dated August 3, 2022 and
any subsequent circulars or notifications issued by SEBI or Stock Exchanges in this
regard
UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile payment
system developed by the National Payments Corporation of India
UPI Mandate Request A request (intimating the UPI Bidder by way of a notification on the UPI application
and by way of an SMS directing the UPI Bidder to such UPI application) to the UPI

10
 Term Description
Bidder initiated by the Sponsor Bank to authorise blocking of funds equivalent to Bid
Amount in the relevant ASBA Account through UPI, and subsequent debit of funds in
case of Allotment
UPI Mechanism The bidding mechanism that shall be used by UPI Bidders to make a Bid in the Offer in
accordance with UPI Circulars
UPI PIN Password to authenticate UPI transaction
Working Day All days on which commercial banks in Mumbai, India are open for business; provided,
however, with reference to (a) announcement of Price Band; and (b) Bid/ Offer Period,
the expression “Working Day” shall mean all days on which commercial banks in
Mumbai are open for business, excluding all Saturdays, Sundays or public holidays; and
(c) with reference to the time period between the Bid/ Offer Closing Date and the listing
of the Equity Shares on the Stock Exchanges, the expression ‘Working Day’ shall mean
all trading days of Stock Exchanges, excluding Sundays and bank holidays, in terms of
the circulars issued by SEBI

Conventional and General Terms or Abbreviations

Term Description
AGM Annual general meeting of shareholders under the Companies Act, 2013
Banking Regulation Act Banking Regulation Act, 1949
Bn/bn Billion
BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
AIF An alternative investment fund as defined in and registered with SEBI under the SEBI
AIF Regulations
BSE BSE Limited
CAGR Compounded annual growth rate
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Client ID Client identification number maintained with one of the Depositories in relation to the
demat account
Consolidated FDI Policy The Consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT,
and any modifications thereto or substitutions thereof, issued from time to time
Companies Act, 1956 The erstwhile Companies Act, 1956 along with the relevant rules, regulations,
clarifications, circulars and notifications issued thereunder
Companies Act, 2013 Companies Act, 2013, along with the relevant rules, regulations, clarifications, circulars
and notifications issued thereunder
COVID-2019/ COVID-19 A public health emergency of international concern as declared by the World Health
Organization on January 30, 2020 and a pandemic on March 11, 2020
CSR Corporate Social Responsibility
Depositories NSDL and CDSL
Depositories Act The Depositories Act, 1996, read with regulations framed thereunder
DIN Director Identification Number
DP ID Depository Participant’s Identity Number
DP or Depository Participant A depository participant as defined under the Depositories Act
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry (formerly Department of Industrial Policy and Promotion), GoI
EBIT Earnings before interest and tax
EBITDA Earnings before interest, tax, depreciation and amortization and is calculated as restated
profit for the year / period plus tax, finance cost, depreciation, and amortization, less
share of profit / loss from associates
EBITDA Margin EBITDA Margin has been calculated as our EBITDA during a given period as a
percentage of total income during that period. Total income is calculated as revenue
from operations and other income
EPS Earnings Per Share
FCNR Account Foreign currency non-resident bank account established in accordance with the
provisions of FEMA
FDI Foreign Direct Investment
FEMA The Foreign Exchange Management Act, 1999, read with rules and regulations
thereunder
FEMA Non-Debt Instruments Foreign Exchange Management (Non-debt Instruments) Rules, 2019 issued by the
Rules Ministry of Finance, GoI
Financial Year or FY or Fiscal Unless states otherwise, the period of 12 months commencing on April 1 of the
or Fiscal Year immediately preceding calendar year and ending on March 31 of that particular calendar
year

11
 Term Description
FPI(s) Foreign portfolio investors as defined under the SEBI FPI Regulations
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR
Regulations
Fugitive Economic Offender An individual who is declared a fugitive economic offender under section 12 of the
Fugitive Economic Offenders Act, 2018
FVCI Foreign venture capital investors as defined and registered under the SEBI FVCI
Regulations
GoI or Government or Central The Government of India
Government
GST Goods and services tax
HUF Hindu undivided family
ICAI The Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards of the International Accounting Standards
Board
Income Tax Act The Income-tax Act, 1961, read with the rules framed thereunder
Income Tax Rules The Income-tax Rules, 1962
Ind AS The Indian Accounting Standards prescribed under section 133 of the Companies Act,
2013, as notified under Companies (Indian Accounting Standard) Rules, 2015, as
amended
Indian GAAP Accounting standards notified under section 133 of the Companies Act, 2013, read with
Companies (Accounting Standards) Rules, 2006, as amended and the Companies
(Accounts) Rules, 2014, as amended
IPO Initial public offering
IST Indian Standard Time
MCA The Ministry of Corporate Affairs, Government of India
Mn or mn Million
N.A. Not applicable
NEFT National Electronic Fund Transfer
Non-Resident A person resident outside India, as defined under FEMA and includes NRIs
NPCI National Payments Corporation of India
NRI A person resident outside India, who is a citizen of India or an overseas citizen of India
cardholder within the meaning of section 7(A) of the Citizenship Act, 1955
NSDL National Securities Depository Limited
NSE The National Stock Exchange of India Limited
OCB or Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to
Body the extent of at least 60% by NRIs including overseas trusts, in which not less than 60%
of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in
existence on October 3, 2003 and immediately before such date was eligible to undertake
transactions pursuant to general permission granted to OCBs under FEMA. OCBs are
not allowed to invest in the Offer
P/E Ratio Price / earnings ratio
PAN Permanent account number
PAT Profit after tax
PAT Margin Profit after tax margin
PBT Profit before tax
PBT Margin Profit before tax margin
RBI Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
ROCE Return on capital employed has been calculated as restated profit before tax plus finance
cost divided by average capital employed where average capital employed is the average
of opening and closing values of total equity (excluding non-controlling interest and
capital reserves), total debt (including lease liabilities and accrued interest), deferred tax
liabilities (net of deferred tax asset) less intangible assets including goodwill as disclosed
in the Restated Consolidated Financial Information
ROE Return on equity has been calculated as restated profit for the period/ year (owners share)
divided by average total equity (excluding non-controlling interest) whereas average
total equity is the average of opening and closing total equity (excluding non-controlling
interest) as disclosed in the Restated Consolidated Financial Information
RTGS Real time gross settlement
Rule 144A Rule 144A of the U.S. Securities Act
SCRA The Securities Contracts (Regulation) Act, 1956
SCRR The Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992
SEBI Act The Securities and Exchange Board of India Act, 1992

12
 Term Description
SEBI AIF Regulations The Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
SEBI FPI Regulations The Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019
SEBI FVCI Regulations The Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018
SEBI Listing Regulations The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
SEBI ICDR Master Circular SEBI master circular bearing reference number
SEBI/HO/CFD/PoD2/P/CIR/2023/00094 dated June 21, 2023
SEBI RTA Master Circular SEBI master circular bearing number SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated
May 17, 2023
SEBI SBEB SE Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021
SEBI VCF Regulations Erstwhile, the Securities and Exchange Board of India (Venture Capital Fund)
Regulations, 1996
SEBI Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
State Government The government of a state in India
Stock Exchanges Collectively, the BSE and NSE
TAN Tax deduction account number
USD or $ U.S. Dollar
U.S. GAAP Generally accepted accounting principles in the United States of America
U.S. QIBs “Qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act
U.S. Securities Act The U.S. Securities Act of 1933, as amended
VCFs Venture capital funds as defined in and registered with SEBI under the SEBI VCF
Regulations and the SEBI AIF Regulations, as the case may be
Wilful Defaulter Wilful Defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
Year/ Calendar Year The 12-month period ending December 31

Technical/ Industry Related Abbreviations

Term Description
ACS Average cost of electricity supply
Actual Production Solar Actual production of solar module refers to the tangible outcome of a facility's
Module operations within a specified time frame, reflecting the quantity of goods generated
ALMM Approved List of Models and Manufacturers
Annual Installed Capacity The annual installed capacity of a manufacturing plant is the maximum amount of
production that a company can achieve in a year, assuming that all machines are running
at full speed, 330 days a year. It is determined after taking into account the product which
has the maximum power output and can be produced in the specific production line
Annual Production Actual production refers to the tangible outcome of a facility's operations within a
specified time frame, reflecting the quantity of goods or services generated
AlOx Aluminum Oxide
BCD Basic customs duty
BI Building integration
BIS Bureau of Indian Standards
BU Billion units
Capacity Utilization Capacity utilization in a manufacturing plant is a metric that measures how much of a
factory's production capacity is being used. It is a ratio that compares the potential output
to the actual output. Capacity utilization has been calculated based on actual production
during the relevant fiscal year/ period divided by the aggregate effective installed
capacity of relevant manufacturing facilities as of the end of the relevant fiscal year/
period. In the case of capacity utilization for the nine months ended December 31, 2023,
the capacity utilization has been calculated by dividing the actual production for the
period pro-rata annualized effective installed capacity.
CERC Central Electricity Regulatory Commission
CPSU Central Public Sector Undertakings
CY Calendar year
DC Direct current
DCR Domestic content requirement
DISCOM State electricity distribution company

13
Term Description
Effective Installed Capacity The effective installed capacity of a manufacturing plant is the actual amount of
production that a company can achieve in a year, assuming that all machines are running
at full speed, 330 days a year. It is determined after taking into account the product which
is currently being manufactured in the specific production line
Efficiencies A measure of the amount of sunlight (irradiation) that falls on the surface of a solar panel
and is converted into electricity
EL Electroluminescence
EPC Engineering, procurement and construction
EPCG Export Promotion Capital Goods scheme by the Government of India
ESG Environment, social and governance
EV Electric vehicle
EVA Ethylene-vinyl acetate
EU European Union
GDP Gross domestic product
GST Goods and Services Tax
GTAM Green Term Ahead Market
GW Gigawatts. Further, 1GW is equivalent to 1,000 MW
HJT Heterojunction technology
IBC Interdigitated back contact
IEA International Energy Agency
IEC International Electrotechnical Commission
IIP Index of Industrial Production
IPP Independent power producer
IREDA Indian Renewable Energy Development Agency Limited
ISA International Solar Alliance
ISTS Inter-State Transmission System
Jharkhand Power Plant The solar power plant operated by our Company situated at Charki Pahadi, Tapovan,
Deoghar 814 112, Jharkhand, India
kW Kilowatt
kWH Kilowatt hour
LOA Letters of award
LCO Laser contact opening
M10 M10 implies usage of 182mm x 182mm solar cells
M-SIPS Modified Special Incentive Package Scheme
MMT Million metric ton
MNRE Ministry of New and Renewable energy
MOOWR Manufacturing and Other Operations in Warehouse Regulations
MoP Ministry of Power
MSME Micro, small and medium enterprise
MW Megawatt. Further, 1,000 MW is equivalent to 1 GW
NTPC National Thermal Power Corporation Ltd/ Limited
O&M Operations and maintenance
OEM Original equipment manufacturer
Order Book Order book refers to the outstanding order pending for delivery as on the cut off date
against the confirmed purchase orders or supply agreements received from various
customers
PDC Project Development Cells
PERC Passivated emitter and rear cell
PECVD Plasma-enhanced chemical vapor deposition
PLI Production-linked incentive/ Production linked incentive
PM-KUSUM Scheme Pradhan Mantri Kisan Urja Suraksha Evem Utthan Mahabhiyan Scheme
PMI Purchasing Managers Index
PPA Power purchase agreement
Project The proposed establishment of a 4 GW solar TOPCon cell and 4 GW solar TOPCon
module manufacturing facility in Hyderabad, Telangana, India using the proceeds of the
Fresh Issue
Project Land The land on which the Project is proposed to be established, situated at UDL-5 Part at
Industrial Park, Seetharampur, Ranga Reddy District, Telangana, India, aggregating to
75 acres
Project Loan The loan facility amounting to ₹22,250.00 million extended by Indian Renewable
Energy Development Agency Limited to PEGEPL pursuant to a sanction letter dated
February 29, 2024, to enable PEGEPL to part-finance the Project
PSG Phosphosilicate Glass

14
Term Description
PSU Public Sector Undertakings
PV Photovoltaic/ photo-voltaic
PVEL PV Evolution Labs
RCT RCT Solutions GmbH
RCT Report Project cost vetting report dated April 18, 2024 issued by RCT in relation to the Project
RE Renewable energy
RPO Renewable purchase obligations
RTC Round-the-clock
SECI Solar Energy Corporation of India
SERC State electricity regulatory commission
SEZ Special Economic Zone
SiN Silicon Nitride
SiO2 Silicon Oxide
SPECS Scheme for Promotion of Manufacturing of Electronic Components and Semiconductors
TOPCon Tunnel Oxide Passivated Contact
TSIIC Limited Telangana State Industrial Infrastructure Corporation Limited, , a Government of
Telangana Undertaking
TÜV Technischer Überwachungsverein
TWh Terawatt-hour
UL Underwriter Laboratories
UNFCCC United Nations Framework Convention on Climate Change
Unit I The manufacturing facility of our Company for solar module line, situated at Sy. No.
53, 56P, 57, 60P, Annaram Village, Gummadidala – Mandal, Sangareddy District –
502313, Telangana, India
Unit II The manufacturing facility of our Subsidiary, PEPPL, for solar cell and solar module
lines, situated at Plot No 8/B/1 and 8/B/2, Sy No 62 P 63, And 88 P, E City, Raviryala
Village, Maheshwaram Mandal, Ranga Reddy 501359, Telangana, India
Unit III The manufacturing facility of our Subsidiary, PEIPL, for solar cell line, situated at Plot
No. S-95, S-96, S-100, S-101, S-102, S-103, S-104, Maheshwaram Mandal, Srinagar
Village, Raviryal Industrial Area, Fab City, Rangareddy 501359, Telangana, India
Unit IV The manufacturing facility of our Subsidiary, PEIPL, for solar module line, situated at
Plot No. S-95, S-96, S-100, S-101, S-102, S-103, S-104, Maheshwaram Mandal,
Srinagar Village, Raviryal Industrial Area, Fab City, Rangareddy 501359, Telangana,
India
Unit V The manufacturing facility of our Subsidiary, PEGEPL, for solar module line situated at
Plot No. S-95, S-96, S-100, S-101, S-102, S-103, S-104, Maheshwaram Mandal,
Srinagar Village, Raviryal Industrial Area, FAB City, Rangareddy 501359, Telangana,
India
Unit VI The proposed manufacturing facility of our Subsidiary, PEGEPL, for solar module and
cell lines, pursuant to the Project, situated at UDL-5 Part at Industrial Park,
Seetharampur, Ranga Reddy District, Telangana, India
USGBC U.S. Green Building Council
W Wattage
Wp Wattage peak

15
 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION

Certain Conventions

All references in this Draft Red Herring Prospectus to ‘India’ are to the Republic of India and all references herein
to the “US”, the “U.S.” or the “United States” are to the United States of America.

All references herein to the ‘Government’, ‘Indian Government’, ‘GoI’, ‘Central Government’ or the ‘State
Government’ are to the Government of India, central or state, as applicable.

Unless otherwise specified, any time mentioned in this Draft Red Herring Prospectus is in Indian Standard Time
and all references to page numbers in this Draft Red Herring Prospectus are to page numbers of this Draft Red
Herring Prospectus.

Financial and Other Data

Unless stated or the context requires otherwise, the financial information and financial ratios in this Draft Red
Herring Prospectus are derived from our Restated Consolidated Financial Information. The Restated Consolidated
Financial Information comprises the restated consolidated financial information of our Company and our
Subsidiaries as at and for the nine months ended December 31, 2023 and as at and for the Financial Years ended
March 31, 2023, March 31, 2022 and March 31, 2021 comprising the restated consolidated statement of assets
and liabilities as at December 31, 2023, March 31, 2023, March 31, 2022 and March 31, 2021, the restated
consolidated statement of profit and loss (including other comprehensive income), the restated consolidated
statement of changes in equity, the restated consolidated cash flow statement for the nine months ended December
31, 2023 and for the Financial Years ended March 31, 2023, March 31, 2022 and March 31, 2021, the summary
statement of material accounting policies, and other explanatory information prepared in accordance with Section
26 of Part I of Chapter III of the Companies Act, 2013, as amended, the SEBI ICDR Regulations and the Guidance
Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI.

For further information of our Company’s financial information, please see “Financial Information” on page
280.

There are significant differences between Indian GAAP, Ind AS, U.S. GAAP and IFRS. Our Company does not
provide reconciliation of its financial information to IFRS or U.S. GAAP. Our Company has not attempted to
explain those differences or quantify their impact on the financial data included in this Draft Red Herring
Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our
financial data. Accordingly, the degree to which the financial information included in this Draft Red Herring
Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with
Indian accounting policies and practices, the Companies Act, 2013 Ind AS, and the SEBI ICDR Regulations. Any
reliance by persons not familiar with Indian accounting policies and practices on the financial disclosures
presented in this Draft Red Herring Prospectus should, accordingly, be limited. For details, see “Risk Factors –
Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS,
which investors may be more familiar with and may consider material to their assessment of our financial
condition” on page 77.

Our Company’s Financial Year commences on April 1 of the immediately preceding calendar year and ends on
March 31 of that particular calendar year. Accordingly, all references to a particular Fiscal or Financial Year are
to the 12 month period commencing on April 1 of the immediately preceding calendar year and ending on March
31 of that particular calendar year. Unless stated otherwise, or the context requires otherwise, all references to a
“year” in this Draft Red Herring Prospectus are to a calendar year.

In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off. All figures in decimals have been rounded off to the second decimal place and all
percentage figures have been rounded off to two decimal places. However, where any figures that may have been
sourced from third-party industry sources are rounded off to other than two decimal points in their respective
sources, such figures appear in this Draft Red Herring Prospectus as rounded-off to such number of decimal points
as provided in such respective sources.

Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 31,

16
204 and 351, respectively, and elsewhere in this Draft Red Herring Prospectus have been calculated on the basis
of amounts derived from the Restated Consolidated Financial Information.

Non-Generally Accepted Accounting Principles Financial Measures

This Draft Red Herring Prospectus contains certain non-GAAP financial measures and certain other statistical
information relating to our operations and financial performance like EBITDA, EBITDA Margin, EBIT, Return
on Average Capital Employed, PBT Margin, PAT Margin, Debt to Equity Ratio, Inventory Turnover Ratio, Return
on Equity, Net Asset Value per Equity Share, Net worth, Return on Net worth, Debt Service Coverage Ratio and
certain other statistical information relating to our operations and financial performance (together, “Non-GAAP
Measures”) that are not required by, or presented in accordance with, Ind AS, Indian GAAP, or IFRS. Further,
these non-GAAP measures are not a measurement of our financial performance or liquidity under Ind AS, Indian
GAAP, IFRS or U.S. GAAP and should not be considered in isolation or construed as an alternative to cash flows,
profit/ (loss) for the years/ period or any other measure of financial performance or as an indicator of our operating
performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived
in accordance with Ind AS, Indian GAAP, IFRS or U.S. GAAP. We compute and disclose such non-Indian 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. These non-Indian
GAAP financial measures and other statistical and other information relating to our operations and financial
performance may not be computed on the basis of any standard methodology that is applicable across the industry
and therefore may not be comparable to financial measures and statistical information of similar nomenclature
that may be computed and presented by other companies and are not measures of operating performance or
liquidity defined by Ind AS and may not be comparable to similarly titled measures presented by other companies.
For the risks relating to our Non-GAAP Measures, see “Risk Factors – We have included certain Non-GAAP
Measures, industry metrics and key performance indicators related to our operations and financial
performance in this Draft Red Herring Prospectus that are subject to inherent measurement challenges. These
Non-GAAP Measures, industry metrics and key performance indicators may not be comparable with financial,
or industry-related statistical information of similar nomenclature computed and presented by other
companies. Such supplemental financial and operational information is therefore of limited utility as an
analytical tool for investors and there can be no assurance that there will not be any issues or such tools will
be accurate going forward.” on page 68.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus is derived from the
report titled, “Industry Report on Solar Cell and Module Market” dated April 18, 2024 (“F&S Report”) prepared
by Frost & Sullivan (India) Private Limited (“F&S”), appointed by our Company pursuant to an engagement letter
dated February 6, 2024, and such F&S Report has been commissioned and paid for by our Company, exclusively
in connection with the Offer. Further, F&S pursuant to their consent letter dated April 18, 2024 has accorded its
no objection and consent to use the F&S Report in connection with the Offer and has also confirmed that it is an
independent agency, and none of the Company, Directors, Promoters, Subsidiaries, Selling Shareholders or
BRLMs is a related party to F&S as per the definition of “related party” under the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The F&S Report is available on the website of our Company at https://premierenergies.com/investor-relations/ipo-

documents.

F&S has required us to include the following disclaimer in connection with the F&S Report:

“Industry research companies such as Frost & Sullivan provide analysis based on information that has been
obtained from sources generally believed to be reliable, but their accuracy, completeness and underlying
assumptions are not guaranteed, and their reliability cannot be assured. Industry analysis is also prepared based
on information as of specific dates and may no longer be current or reflect current trends. Industry sources and
publications may also base their information on estimates, projections, forecasts, and assumptions that may prove
to be incorrect. Accordingly, investors must rely on their independent examination of relevant markets, and should
not place undue reliance on or base their investment decision solely on this information. Investors should not
construe any of the contents in this report as advice relating to business, financial, legal, taxation or investment
matters and are advised to consult their own business, financial, legal, taxation, and other advisors concerning
the transaction. No material information has been discarded or left out by Frost & Sullivan and the said report is
an excerpt of the full report”

17
Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources. The data used in these sources may have been re-classified
by us for the purposes of presentation. Data from these sources may also not be comparable. Accordingly, no
investment decision should be made solely on the basis of such information. Further, industry sources and
publications are also prepared based on information as of a specific date and may no longer be current or reflect
current trends.

The extent to which industry and market data set forth in this Draft Red Herring Prospectus is meaningful depends
on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are
no standard data gathering methodologies in the industry in which we conduct our business, and methodologies
and assumptions may vary widely among different industry sources. Accordingly, no investment decision should
be made solely on the basis of such information. Such data involves risks, uncertainties and numerous assumptions
and is subject to change based on various factors, including those disclosed in “Risk Factors – Industry
information included in this Draft Red Herring Prospectus has been derived from an industry report
commissioned by us, and paid for by us for such purpose.” on page 67.

In accordance with the SEBI ICDR Regulations, the section “Basis for Offer Price” on page 135, includes
information relating to our peer company and industry averages. Such information has been derived from publicly
available sources. Such industry sources and publications are also prepared based on information as at specific
dates and may no longer be current or reflect current trends. Industry sources and publications may also base this
information on estimates and assumptions that may prove to be incorrect.

Currency and Units of Presentation

All references to “Rupee(s)”, “Rs.” or “₹” or “INR” are to Indian Rupees, the official currency of the Republic
of India. All references to “U.S. Dollar(s)” or “USD” or “US Dollar” are to United States Dollars, the official
currency of the United States of America. All references to “€” or “EUR” are to the Euro, which is the official
currency of the European Union. All references to “Tk” are to Bangladeshi Taka, which is the official currency of
Bangladesh.

All the figures in this Draft Red Herring Prospectus have been presented in million or in whole numbers where
the numbers have been too small to present in million unless stated otherwise. One million represents 1,000,000,
one billion represents 1,000,000,000 and one trillion represents 1, 000, 000,000, 000. Certain figures contained in
this Draft Red Herring Prospectus, including financial information, have been subject to rounding adjustments.
Any discrepancies in any table between the totals and the sum of the amounts listed are due to rounding off. All
figures in decimals have been rounded off to two decimal points. In certain instances, (i) the sum or percentage
change of such numbers may not conform exactly to the total figure given, and (ii) the sum of the figures in a
column or row in certain tables may not conform exactly to the total figure given for that column or row. However,
figures sourced from third-party industry sources may be expressed in denominations other than million or may
be rounded off to other than two decimal points in the respective sources, and such figures have been expressed
in this Draft Red Herring Prospectus in such denominations or rounded-off to such number of decimal points as
provided in such respective sources.

Exchange Rates

This Draft Red Herring Prospectus contains conversion of certain other currency amount into Rupees that have
been presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should
not be considered as a representation that these currency amounts have been, could have been or can be converted
into Rupees at any particular rate, the rates stated below or at all.

The following table sets forth as at the dates indicated, information with respect to the exchange rate between the
Indian Rupee and other foreign currencies:
(in ₹)
Currency Exchange rate as on
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
USD 83.12 82.22 75.81 73.50
EUR 92.00 89.61 84.66 86.10
Tk 1.30 1.29 1.12 1.13
Source: https://www.fbil.org.in; https://www.oanda.com
Note: If the reference rate is not available on a particular date due to a public holiday, exchange rates of the previous working day have been
disclosed.

18
Notice to prospective investors in the United States

The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of
this Draft Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the
contrary is a criminal offence in the United States. In making an investment decision, investors must rely on their
own examination of our Company and the terms of the Offer, including the merits and risks involved. The Equity
Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the
“U.S. Securities Act”) or any other applicable law of the United States and may not be offered or sold within the
United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are only being
offered and sold (a) in the United States only to “qualified institutional buyers” (as defined in Rule 144A under
the U.S. Securities Act and referred to in this Draft Red Herring Prospectus as “U.S. QIBs” and, for the avoidance
of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian
regulations and referred to in this Draft Red Herring Prospectus as “QIBs”) in transactions exempt from, or not
subject to the registration requirements of the U.S. Securities Act and (b) outside the United States in “offshore
transactions” in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction
where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except
in compliance with the applicable laws of such jurisdiction.

19
 FORWARD-LOOKING STATEMENTS

This Draft Red Herring Prospectus contains certain “forward-looking statements”. All statements regarding our
expected financial condition and results of operations, business, plans and prospects are forward looking
statements, which may include statements with respect to our business strategy, our revenue and profitability, our
goals and other such matters discussed in this Draft Red Herring Prospectus regarding matters that are not
historical facts. These forward-looking statements generally can be identified by words or phrases such as “aim”,
“anticipate”, “believe”, “goal”, “expect”, “estimate”, “intend”, “likely to”, “objective”, “plan”, “projected”,
“should” “will”, “will continue”, “seek to”, “will pursue” or other words or phrases of similar import. Similarly,
statements that describe our expected financial conditions, results of operations, strategies, objectives, prospects,
plans or goals are also forward-looking statements. However, these are not the exclusive means of identifying
forward-looking statements. All forward-looking statements whether made by us or any third parties in this Draft
Red Herring Prospectus are based on our current plans, estimates, presumptions and expectations and are subject
to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those
contemplated by the relevant forward-looking statement.

Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with the expectations with respect to, but not limited to, regulatory changes pertaining to
the industry in which our Company has businesses and our ability to respond to them, our ability to successfully
implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general
economic and political conditions in India and globally which have an impact on our business activities or
investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest
rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in
India and globally, incidence of any natural calamities and/or acts of violence, changes in laws, regulations and
taxes and changes in competition in our industry.

Important factors that could cause actual results to differ materially from our expectations include, but are not
limited to, the following:

• our revenue from operations is dependent upon a limited number of customers and the loss of any of these
customers or loss of revenue from any of these customers could have a material adverse effect on our
business, financial condition, results of operations and cash flows;
• we derive a significant amount of revenue from only two product categories namely, solar cells and modules,
and therefore their continued success is necessary for our business and prospects;
• an increasing amount of our income is derived from our export of solar modules and cells which we are in
the process of expanding. Such expansion plans and exports may be dependent on the policies passed by the
governments of export countries and any unfavorable change in such policies may adversely affect our
business;
• restrictions or import duties levied on raw materials we use in our manufacturing operations may adversely
affect our business prospects, financial performance and cash flows;
• orders in our order book may be delayed, modified or cancelled, which may have an adverse impact on our
business, results of operations and cash flows. Our past as well as our existing order book and our growth
rate may not be indicative of the number of orders we will receive or our growth in the future;
• we import machinery from overseas and the same is subject to certain risks which may adversely affect our
business, results of operations, financial condition and cash flows;
• certain of our agreements with our key customers have onerous terms which could result in termination if
breached which in turn could have a material adverse effect on our business, financial conditions, results of
operations and cash flows; and
• changes in the price of solar modules, solar cells, wafers and other raw materials due to changes in demand
or other factors may have a material adverse effect on our business, financial condition and results of
operations.

For a further discussion on factors that could cause our actual results to differ from our expectations, see “Risk
Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on pages 31, 204 and 351, respectively. By their nature, certain market risk disclosures are only
estimates and could be materially different from what actually occurs in the future. As a result, actual gains or
losses could materially differ from those that have been estimated.

Forward-looking statements reflect our views as of the date of this Draft Red Herring Prospectus and are not a
guarantee of future performance. These statements are based on our management’s beliefs and assumptions, which

20
in turn are based on the currently available information. Although we believe the assumptions upon which these
forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and
the forward-looking statements based on these assumptions could be incorrect. None of our Company, Directors,
the Selling Shareholders, and the BRLMs or their respective affiliates have any obligation to update or otherwise
revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of
underlying events, even if the underlying assumptions do not come to fruition. There can be no assurance to
Bidders that the expectations reflected in these forward-looking statements will prove to be correct. Given these
uncertainties, Bidders are cautioned not to place undue reliance on such forward-looking statements and not to
regard such statements to be a guarantee of our future performance.

In accordance with regulatory requirements of SEBI and as prescribed under applicable law, our Company will
ensure that investors in India are informed of material developments from the date of filing of the Red Herring
Prospectus until the date of Allotment. In accordance with the requirements of SEBI, each of the Selling
Shareholders will ensure that investors are informed of material developments in relation to the statements and
undertakings specifically undertaken or confirmed by it in the Red Herring Prospectus until the receipt of final
listing and trading approvals for the Equity Shares pursuant to the Offer. Only statements and undertakings which
are specifically confirmed or undertaken by each of the Selling Shareholders to the extent of information
pertaining to it and/or its respective portion of the Offered Shares, as the case may be, in this Draft Red Herring
Prospectus shall be deemed to be statements and undertakings made by such Selling Shareholder.

21
 SUMMARY OF THE OFFER DOCUMENT

This section is a general summary of certain disclosures included in this Draft Red Herring Prospectus and is not
exhaustive, nor does it purport to contain a summary of all the disclosures in this Draft Red Herring Prospectus
or all details relevant to prospective investors. This summary should be read in conjunction with, and is qualified
in its entirety by, the more detailed information appearing elsewhere in this Draft Red Herring Prospectus,
including the sections titled “Risk Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”,
“Industry Overview”, “Our Business”, “Financial Information”, “Outstanding Litigation and Material
Developments”, “Offer Procedure” and “Main Provisions of the Articles of Association” beginning on pages
31, 80, 95, 119, 152, 204, 280, 401, 437 and 460, respectively, of this Draft Red Herring Prospectus.

Summary of our primary business

As of March 31, 2024, we are India’s second largest integrated solar cell and module manufacturer as well as
India’s second largest solar cell manufacturer in terms of annual installed capacity with 2 Gigawatts (“GW”) for
cells and 3.36 GW for modules. (Source: F&S Report) In addition, we have a presence in other steps along the
solar power value chain such as providing engineering, procurement and construction (“EPC”) solutions,
operating and maintenance (“O&M”) services and being an independent power producer (“IPP”). As of the date
of this Draft Red Herring Prospectus, we have five manufacturing facilities in Hyderabad, Telangana, India.
For further information, see “Our Business” on page 204.

Summary of the industry in which we operate

Various supply side measures have put the Indian solar manufacturing sector on an accelerated growth trajectory.
With immense potential for solar power generation, India is actively developing its cell and module manufacturing
capabilities. The country’s module manufacturing capacity crossed the 60 GW mark in FY2024 and while its
current solar cell manufacturing capacity stands at 7.2 GW, it is also poised for future exponential growth. India’s
strong commitment to renewable energy, ambitious targets and favorable regulatory framework have attracted
substantial investments in solar power projects, positioning India as a key player in the global solar market.
(Source: F&S Report)

For further information, see “Industry Overview” on page 152.

Promoters

The Promoters of our Company are Surender Pal Singh Saluja and Chiranjeev Singh Saluja.

For further details, see “Our Promoters and Promoter Group” on page 276.

Offer Size

The following table summarizes the details of the Offer. For further details, see “The Offer” and “Offer Structure”
on pages 80 and 432, respectively.

Offer^ Up to [●] Equity Shares, aggregating up to ₹[●] million

of which
Fresh Issue(1)^ Up to [●] Equity Shares, aggregating up to ₹15,000 million
Offer for Sale(2) Up to 28,200,000 Equity Shares, aggregating up to ₹[●] million by the Selling Shareholders
The Offer consists of:
Employee Reservation Up to [●] Equity Shares aggregating up to ₹[●] million.
Portion(3)
Net Offer Up to [●] Equity Shares aggregating up to ₹[●] million.
(1)
The Offer has been authorized by a resolution of our Board dated March 12, 2024. Our Shareholders have authorised the Fresh Issue
pursuant to their resolution dated March 12, 2024.
(2)
Our Board has taken on record the approval for the Offer for Sale by the Selling Shareholders pursuant to its resolution dated April 18,
2024. The Equity Shares being offered by each of the Selling Shareholders have been held by it for a period of at least one year
immediately preceding the date of this Draft Red Herring Prospectus with the SEBI and where such Equity Shares have resulted or shall
result from conversion of any CCDs, such CCDs and the Equity Shares resulting from conversion thereof shall have been held for a
period of at least one year prior to the filing of this Draft Red Herring Prospectus and are eligible for being offered for sale pursuant to
the Offer in terms of the SEBI ICDR Regulations. As on the date of this Draft Red Herring Prospectus, 17,600,000 CCDs are outstanding
which shall be converted into 88,000,000 Equity Shares prior to filing of the Red Herring Prospectus with the RoC in accordance with
Regulation 5(2) of the SEBI ICDR Regulations. For details of authorisations received from the Selling Shareholders for the Offer for
Sale, see “Other Regulatory and Statutory Disclosures – Authority for the Offer - Approvals from the Selling Shareholders” on page
411.

22
(3)
Eligible Employees bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount does not exceed ₹500,000
(net of Employee Discount, if any). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall
not exceed ₹200,000 (net of Employee Discount, if any). Only in the event of an under-subscription in the Employee Reservation Portion
post the initial Allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the
Employee Reservation Portion, for a value in excess of ₹200,000 (net of Employee Discount, if any), subject to the total Allotment to an
Eligible Employee not exceeding ₹500,000 (net of Employee Discount, if any). For further details, see “Offer Structure” and “Offer
Procedure” on pages 432 and 437, respectively.
^ Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, as may be permitted under the applicable law,
aggregating up to ₹3,000.00 million, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO
Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement
is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with
Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended.

The Offer and Net Offer shall constitute [●]% and [●]% respectively, of the post-Offer paid up equity share capital
of our Company.

Objects of the Offer

The Net Proceeds are proposed to be used in accordance with the details provided in the following table:

Sr. No Particulars Amount^

(in ₹ million)
1. Investment in our Subsidiary, Premier Energies Global Environment Private 11,687.38
Limited (“PEGEPL”) for part-financing the establishment of a 4 GW Solar
PV TOPCon Cell and 4 GW Solar PV TOPCon Module manufacturing
facility in Hyderabad, Telangana, India
2. General corporate purposes(1) [●]
Total(1) [●]
(1)
To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for
general corporate purposes shall not exceed 25% of the Gross Proceeds.
^ Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, as may be permitted under the applicable law,
aggregating up to ₹3,000.00 million, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if
undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the
amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the
Securities Contracts (Regulation) Rules, 1957, as amended.

For further details, see “Objects of the Offer” on page 119.

Aggregate pre-Offer shareholding of our Promoters, members of our Promoter Group and Selling
Shareholders

The aggregate pre-Offer Equity shareholding and percentage of the pre-Offer paid-up Equity Share capital, of
each of our Promoters, members of our Promoter Group and Selling Shareholders as on the date of this Draft Red
Herring Prospectus is set forth below:

Name Pre-Offer Post-Offer(2)

Number of Percentage of Percentage of Number of Percentage of
Equity Shares pre-Offer pre-Offer Equity Equity Shares post-Offer
on a fully Equity Share Share capital on Equity Share
diluted basis(1) capital (%) a fully capital on fully
diluted basis(1) diluted basis
(%) (%)
Promoters
Surender Pal Singh 16,476,120 4.93 3.90 [●] [●]
Saluja
Chiranjeev Singh 273,675,382 81.92 64.84 [●] [●]
Saluja(3)
Total (A) 290,151,502 86.85 68.75 [●] [●]
Promoter Group
Vivana Saluja 5,061,990 1.52 1.20 [●] [●]
Manjeet Kaur Saluja 5,061,856 1.52 1.20 [●] [●]
Jasveen Kaur 2,795,940 0.84 0.66 [●] [●]
Charandeep Singh 1,775,200 0.53 0.42 [●] [●]
Saluja
Surender Pal Saluja 500 Negligible Negligible [●] [●]
Trust
Chiranjeev Saluja 500 Negligible Negligible [●] [●]

23
 Name Pre-Offer Post-Offer(2)
Number of Percentage of Percentage of Number of Percentage of
Equity Shares pre-Offer pre-Offer Equity Equity Shares post-Offer
on a fully Equity Share Share capital on Equity Share
diluted basis(1) capital (%) a fully capital on fully
diluted basis(1) diluted basis
(%) (%)
Trust
Total (B) 14,695,986 4.40 3.48 [●] [●]
Selling Shareholders
South Asia Growth Fund 0.19 20.87 [●] [●]
II Holdings LLC
88,065,171

South Asia EBT Trust Negligible 0.13 [●] [●]

567,247
Total (C) 88,632,418 0.19 21.00 [●] [●]
Total (A+B+C) 393,479,906 91.44 93.23 [●] [●]
(1)
Includes Equity Shares to be allotted upon conversion of Compulsorily Convertible Debentures. As on the date of this Draft Red Herring
Prospectus, South Asia Growth Fund II Holdings LLC and South Asia EBT Trust hold 17,600,000 CCDs in the aggregate, that are
outstanding, and such 17,600,000 CCDs shall be converted into 88,000,000 Equity Shares prior to filing of the Red Herring Prospectus
with the RoC in accordance with Regulation 5(2) of the SEBI ICDR Regulations.
(2)
Subject to completion of the Offer and finalization of the Allotment.
(3)
Also a Selling Shareholder.

For further details, see “Capital Structure” beginning on page 95.

Summary of Selected Financial Information derived from our Restated Consolidated Financial
Information

The summary of selected financial information of the Company derived from the Restated Consolidated Financial
Information is set forth below.
(₹ in million, unless otherwise specified)
Particulars As at and for the As at and for the As at and for the As at and for the
nine months ended year ended March year ended March year ended March
December 31, 2023 31, 2023 31, 2022 31, 2021
Equity Share capital 263.46 263.46 263.46 249.51
Net worth(1) 5,112.37 3,819.76 3,933.87 2,208.31
Revenue from 20,172.06 14,285.34 7,428.71 7,014.58
operations
Profit/(loss) for the 1,274.02 (133.36) (144.08) 258.07
period/year
Basic EPS(2)*^ (₹) 4.84 (0.48) (0.56) 0.94
Diluted EPS(3)*^ (₹) 3.62 (0.48) (0.56) 0.94
Net asset value per 14.55 10.87 11.19 8.85
Equity Share(4)^ (₹)
Total borrowings(5) 14,100.45 7,635.42 4,532.97 3,451.93
*Not annualized for the nine months period ended December 31, 2023.
^Pursuant to a Board resolution and Shareholders’ resolution each dated April 10, 2024, the Company has issued and allotted Equity Shares
through bonus issue in the ratio of 0.268 Equity Shares for every one Equity Share. The EPS and Net asset value per Equity Share disclosed
above are derived from the Restated Consolidated Financial Information and are not adjusted for above events occurring after the Restated
Consolidated Financial Information is adopted by the Board of Directors on March 14, 2024 in accordance with Indian Accounting Standard
(Ind AS) 33 “Earning Per Share”.

Notes:
(1)
Net worth means aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account
and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred
expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write-
back of depreciation, each as applicable for our Company on a restated basis.
(2)
Basic earnings per share (₹) = Restated net profit/loss attributable to equity shareholders / weighted average number of shares
outstanding during the year.
(3)
Diluted earnings per share (₹) = Restated net profit/loss attributable to equity shareholders / weighted average number of dilutive
equity shares.
(4)
Net asset value per Equity Share (₹) = Restated net worth / Number of equity shares and potential equity shares on account of
compulsory convertible debentures outstanding as at the end of period/year. Restated net worth means aggregate value of the paid-up
share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss
account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written
off, but does not include reserves created out of revaluation of assets, write-back of depreciation, each as applicable for our Company

24
 on a restated basis.
(5)
Total borrowings represent sum of current and non-current borrowings.

For further details, see “Restated Consolidated Financial Information” on page 280.

Qualifications of the Auditor which have not been given effect to in the Restated Consolidated Financial
Information

The Statutory Auditor has not made any qualifications in their examination report, which have not been given
effect to in the Restated Consolidated Financial Information.

Summary of Outstanding Litigation and Material Developments

A summary of outstanding litigation proceedings involving our Company, our Subsidiaries, our Promoters and
our Directors, as disclosed in this Draft Red Herring Prospectus as per the Materiality Policy, is provided below.

Category of Criminal Tax Statutory Disciplinary actions Material civil Aggregate

individuals/ proceedings proceedings or by the SEBI or Stock litigation as amount
entities regulatory Exchanges against per the involved*
actions our Promoters in the Materiality (in ₹ million)
last five years, Policy
including
outstanding action
Company
By our Nil Nil N.A. N.A. Nil Nil
Company
Against our Nil 7 Nil N.A. Nil 65.17
Company
Directors
By our Nil Nil N.A. N.A. Nil Nil
Directors
Against our 1 Nil Nil N.A. Nil 50.00
Directors
Promoters
By the Nil Nil N.A. N.A. Nil Nil
Promoters
Against our Nil Nil Nil Nil Nil Nil
Promoters
Subsidiaries
By our Nil Nil N.A. N.A. Nil Nil
Subsidiaries
Against our Nil 2 Nil N.A. Nil 2.09
Subsidiaries
* To the extent quantifiable.

As on the date of this Draft Red Herring Prospectus, there is no outstanding litigation involving our Group
Companies which may have a material impact on our Company.

For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material
Developments” beginning on page 401.

Risk Factors

Investors are advised to read the risk factors carefully before taking an investment decision in the Offer.

Please see “Risk Factors” beginning on page 31.

Summary of Contingent Liabilities

The following is a summary table of our contingent liabilities as per Ind AS 37 as on December 31, 2023 as
indicated in our Restated Consolidated Financial Information.
(in ₹ million)
Sr. No. Particulars As on December 31, 2023
1. Outstanding bank guarantees 2,112.60
2. Claims arising from disputes not acknowledged as debts-direct taxes 33.53

25
 Sr. No. Particulars As on December 31, 2023
3. Claims arising from disputes not acknowledged as debts-indirect taxes 69.85
4. Corporate guarantee given for the borrowings taken by the Group 12,523.90
5. Comfort letter given for the borrowings taken by the Group 2,435.40
As on December 31, 2023, our Company has a contingent liability of ₹809.87 million (March 31, 2023: ₹407.66 million, March 31, 2022: ₹
nil, March 31, 2021: ₹ nil) towards customs duty and goods and services tax for capital goods imported under the MOOWR scheme against
which our Company has executed and utilized bond as at December 31, 2023, amounting to ₹2,429.61 million (March 31, 2023: ₹1,222.98
million, March 31, 2022: ₹ nil, March 31, 2021: ₹ nil). The firm liability towards such customs duty shall be contingent upon conditions at
the time of filing an ex-bond bill of entry at the time of disposal. In case, our Company decides to export such capital goods, the associated
costs shall not be significant. Based on our Company’s assessment of use of capital goods, management expects that liability will not arise
for the same.

For further details, please see “Restated Consolidated Financial Information – Note 39 – Contingent
Liabilities”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and
“Outstanding Litigation and Material Developments” beginning on pages 331, 351 and 401, respectively.

Summary of Related Party Transactions

The following is the summary of transactions with related parties as at and for the nine months ended December
31, 2023 and as at and for Fiscals 2023, 2022 and 2021, as per the requirements under Ind AS 24.
(₹ in million)
Related parties with Nature of transaction As at and for the Fiscal Fiscal Fiscal
whom transactions have nine months 2023 2022 2021
taken place ended December
31, 2023
Premier e-sol Technologies Sale of Goods - - - 28.15
Premier Lords Private Sale of Goods - - 13.33 27.93
Limited
PCS Premier Energy Sale of Goods - - 3.49 -
Private Limited
Watertech Engineers Sale of Goods - - 31.42 28.15
Svarog Global Power Sale of Goods - - 10.28 -
Private Limited
Saimeg Infrastructure Sale of Goods - - 0.03 -
Private Limited
K V R Constructions Sale of Goods - - 0.04 -
Benten Developers Private Sale of Goods - - 17.00 -
Limited
Svarog Global Power Sale of Services 5.47 - 7.31 17.03
Private Limited
Vensol (Bidar) Energy Sale of Services 3.10 6.55 3.63 3.43
Private Limited
Vensol (Nirna) Energy Sale of Services 3.10 3.92 3.63 3.36
Private Limited
Vinsol (Hubli) Energy Sale of Services 2.15 2.74 2.56 2.36
Private Limited
Mavyatho Ventures Private Sale of Services 2.22 2.84 2.60 2.50
Limited
K V R Constructions Sale of Services 1.39 1.86 1.89 -
Rainbow Associates Sale of Services - - 0.05 -
Saimeg Infrastructure Sale of Services 1.39 1.86 1.86 -
Private Limited
Premier e-sol Technologies Sale of Services - - - 15.58
Watertech Engineers Purchase of Goods - 3.40 15.78 77.79
Premier Lords Private Purchase of Goods - - 15.63 42.66
Limited
Premier e-sol Technologies Purchase of Goods - - - 15.58
Primepack Supports Private Purchase of services 13.85 4.03 - -
Limited
Brightstone Developers Purchase of services 6.89 8.74 6.32 -
Private Limited
Niyathi Madasu Advisory Purchase of services 11.31 - - -
Inc.
Watertech Engineers Purchase of services - 0.08 0.08 0.16

26
 Related parties with Nature of transaction As at and for the Fiscal Fiscal Fiscal
whom transactions have nine months 2023 2022 2021
taken place ended December
31, 2023
Chiranjeev Singh Saluja Interest expense on Loan - 2.86 0.65 0.19
taken
Sudhir Moola Interest expense on Loan 0.09 0.12 1.34 -
taken
Surender Pal Singh Saluja Interest expense on Loan - 0.03 0.11 -
taken
Brightstone Developers Interest expense on Loan 3.23 1.38 0.20 -
Private Limited taken
Brightstone Developers Interest Income on Loan - - 0.83 -
Private Limited given
Surender Pal Singh Saluja Interest Income on Loan 1.66 0.78 - -
given
Mavyatho Ventures Private Interest Income on Loan 0.07 - - 0.61
Limited given
Mavyatho Ventures Private Purchase of Investments in - - - 6.10
Limited
AKR Construction (Solar) Purchase of Investments in - - 0.53 -
Private Limited
Renovar Energy Private Sale of investments of - 4.64 - -
Limited
Premier Lords Private Sale of investments of - - 0.24
Limited
AKR Construction (Solar) Sale of investments of - 0.27 - -
Private Limited
Ramesh Naidu Consultancy charges - - 2.06 0.71
Kuldip Singh Saluja Consultancy charges - - - 0.83
Premier Foundation Contribution towards CSR - 2.19 3.56 12.39
Surender Pal Singh Saluja Reimbursement of expenses 0.79 0.10 0.32 0.09
Chiranjeev Singh Saluja Reimbursement of expenses 2.14 5.13 0.28 0.25
Niyathi Naidu Purchase of asset - - 15.96 34.20
Ramesh Naidu Madasu Purchase of asset - - 18.00 -
Chiranjeev Singh Saluja Loans taken - 21.85 34.85 10.00
Sudhir Moola Loans taken - - 7.56 20.00
Brightstone Developers Loans taken 1.50 40.45 - 15.60
Private Limited
Surender Pal Singh Saluja Loans taken - 0.31 0.10 -
Sudhir Moola Loans repaid during the - - 26.30 -
year
Brightstone Developers Loans repaid during the 20.87 - 15.60 -
Private Limited year
Chiranjeev Singh Saluja Loans repaid during the - 14.00 59.24 0.05
year
Surender Pal Singh Saluja Loans repaid during the - - 3.45 -
year
Mavyatho Ventures Private Loan given during the year 2.50 - - -
Limited
Surender Pal Singh Saluja Loan given during the year - 21.99 - -
Surender Pal Singh Saluja Remuneration paid 4.81 6.45 6.45 5.48
Chiranjeev Singh Saluja Remuneration paid 6.29 8.40 8.40 8.40
Jasveen Kaur Remuneration paid 1.31 1.20 1.20 1.20
Revathi Rohini Buragadda Remuneration paid 2.40 2.91 1.80 1.80
Sudhir Moola Remuneration paid 4.94 6.00 6.00 6.15
Mohan Preet Singh Remuneration paid 1.74 1.74 1.70 -
Khurana
Priyadarshan Remuneration paid - 11.37 5.75 -
Sureshchandra Bhatewara
Nand Kishore Khandelwal Remuneration paid 5.49 - - -
Kalkur Shantipriya Remuneration paid - - 0.50 -
Shruti Walia Remuneration paid - - 0.62 -
Sreenivas Rao Ravella Remuneration paid 2.11 2.60 0.05 -
Rohan Mehta Director sitting fees 0.10 0.06 0.23 -

27
 Related parties with Nature of transaction As at and for the Fiscal Fiscal Fiscal
whom transactions have nine months 2023 2022 2021
taken place ended December
31, 2023
Uday Sudhir Pilani Director sitting fees 0.07 0.04 0.23 -

For details of the related party transactions in accordance with Ind AS 24, see “Restated Consolidated Financial
Information – Note 43 – Related Party Disclosures” on page 335.

Financing Arrangements

There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our
Directors and their relatives have financed the purchase by any other person of securities of our Company during
a period of six months immediately preceding the date of this Draft Red Herring Prospectus.

Details of price at which specified securities were acquired by our Promoters, members of the Promoter
Group, Selling Shareholders and Shareholders with right to nominate directors or other rights in the last
three years preceding the date of this Draft Red Herring Prospectus

Set out below are details of the price at which specified securities were acquired by the Promoters, members of
the Promoter Group, Selling Shareholders and Shareholders with right to nominate directors or other rights
acquired specified securities in the last three years preceding the date of this Draft Red Herring Prospectus:

Name of acquirer / Nature of Nature of Face Date of Number of Acquisition

shareholder the specified value acquisition specified price per
transaction securities (in ₹) securities specified
security (in
₹)*
Promoters
Chiranjeev Singh Gift Equity Shares 1 March 21, 9,207,500 Nil
Saluja(1) 2024
Chiranjeev Singh Gift 1 March 21, 60,529,820 Nil
Saluja(1) 2024
Chiranjeev Singh Bonus 1 April 10, 2024 57,843,062 Nil
Saluja(1)
Surender Pal Singh Bonus 1 April 10, 2024 3,482,440 Nil
Saluja
Promoter Group
Surender Pal Singh Gift Equity Shares 1 April 10, 2024 500 Nil
Trust
Chiranjeev Singh Gift 1 500 Nil
Trust
Vivana Saluja Bonus 1 10,69,990 Nil
Manjeet Kaur Saluja Bonus 1 10,69,856 Nil
Jasveen Kaur Bonus 1 590,940 Nil
Charandeep Singh Bonus 1 3,75,200 Nil
Saluja
Selling Shareholders (including Shareholders with right to nominate directors or other rights)
South Asia Growth Private Equity Shares 1 September 28, 495,561 20.05
Fund II Holdings Placement 2021
LLC Bonus Equity Shares April 10, 2024 132,810 Nil
Preferential CCDs 100 September 28, 17,487,360 100.00
Allotment 2021
South Asia EBT Private Equity Shares 1 September 28, 3,192 20.05
Trust Placement 2021
Bonus Equity Shares April 10, 2024 855 Nil
Preferential CCDs 100 September 28, 112,640 100.00
Allotmentf 2021
*
As certified by Manian & Rao, Chartered Accountants, by way of their certificate dated April 19, 2024.
(1)
Also a Selling Shareholder with a right to nominate directors or other rights.

Weighted average price at which the specified securities were acquired by our Promoters and the Selling
Shareholders in the one year preceding the date of this Draft Red Herring Prospectus

28
The weighted average price at which the specified securities were acquired by our Promoters and the Selling
Shareholders in the one year preceding the date of this Draft Red Herring Prospectus is as follows.

Name Number of specified Specified Security Weighted average price of

securities acquired in specified securities acquired
last one year in the last one year (in ₹)
Promoters
Surender Pal Singh Saluja 3,482,440 Equity Shares Nil**
Chiranjeev Singh Saluja(1) 127,580,382 Equity Shares Nil*
Selling Shareholders
South Asia Growth Fund II 132,810 Equity Shares Nil**
Holdings LLC
South Asia EBT Trust 855 Equity Shares Nil**
As certified by Manian & Rao, Chartered Accountants, by way of their certificate dated April 19, 2024.
(1)
Also a Selling Shareholder.
* Equity shares were acquired pursuant to gift and bonus issue.
** Equity shares were acquired pursuant to bonus issue.

Average cost of acquisition of Equity Shares by the Promoters and the Selling Shareholders

The average cost of acquisition per Equity Share by our Promoters and the Selling Shareholders as on the date of
this Draft Red Herring Prospectus is as follows.

Sr. No. Name Number of Equity Shares held Average cost of acquisition per
Equity Share (in ₹)*
Promoters
1. Surender Pal Singh Saluja 16,476,120 0.32
2. Chiranjeev Singh Saluja(1) 273,675,382 0.25
Selling Shareholders
1. South Asia Growth Fund II 628,371 15.81
Holdings LLC
2. South Asia EBT Trust 4,047 15.81
*
As certified by Manian & Rao, Chartered Accountants, by way of their certificate dated April 19, 2024.
(1)
Also a Selling Shareholder.

Weighted average cost of acquisition of all shares transacted in last one year, 18 months and three years
preceding the date of this Draft Red Herring Prospectus

Period Weighted average Cap Price is ‘x’ times the Range of acquisition
cost of acquisition# weighted average cost of price: lowest price –
(in ₹) acquisition^ highest price (in ₹)
Last one year Nil [●] N.A.*
Last 18 months Nil [●] N.A.*
Last three years 7.98 [●] N.A.* – 20.05
As certified by Manian & Rao, Chartered Accountants, by way of their certificate dated April 19, 2024.
#
Calculated on a fully diluted basis.
^ To be updated upon finalization of the Price Band.
* Equity Shares acquired pursuant to gift and bonus issue.

Details of Pre-IPO Placement

Our Company, in consultation with the BRLMs, may consider an issue of specified securities, as may be permitted
under the applicable law, aggregating up to ₹3,000.00 million, at its discretion, prior to filing of the Red Herring
Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company,
in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-
IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities
Contracts (Regulation) Rules, 1957, as amended.

Issue of Equity Shares for consideration other than cash or bonus issue in the last one year

Except as disclosed below and in “Capital Structure - Shares issued for consideration other than cash and by
way of bonus issuance” on page 101, our Company has not issued any Equity Shares for consideration other than

29
cash in the one year preceding the date of this Draft Red Herring Prospectus.

Date of Reason/Nature Names of allottees No. of equity Face Issue Benefits accrued to our
allotment of allotment shares value per price per Company
allotted equity equity
share share
(₹) (₹)
April 10, Bonus issue as 132,810 Equity 70,606,834 1 N.A. -
2024 on the record Shares were allotted
date i.e. April to South Asia Growth
10, 2024 in the Fund II Holdings
ratio of 0.268 LLC, 855 Equity
Equity Shares Shares were allotted
for every one to Orbis Trusteeship
Equity Share Services Private
held Limited (Trust of
South Asia EBT
Trust), 57,843,062
Equity Shares were
allotted to Chiranjeev
Singh Saluja,
3,482,440 Equity
Shares were allotted
to Surender Pal Singh
Saluja, 1,069,990
Equity Shares were
allotted to Vivana
Saluja, 1,069,856
Equity Shares were
allotted to Manjeet
Kaur Saluja, 590,940
Equity Shares were
allotted to Jasveen
Kaur, 375,200 Equity
Shares were allotted
to Charandeep Singh
Saluja, 603,000
Equity Shares were
allotted to Niyathi
Naidu Madasu,
134,000 Equity
Shares were allotted
to Vignesh
Nallapareddy,
3,194,560 Equity
Shares were allotted
to Sudhir Moola,
1,471,209 Equity
Shares were allotted
to PEL ESOP Trust
and 638,912 Equity
Shares were allotted
to Niha Technologies
Private Limited

Split / Consolidation of Equity Shares in the last one year

Our Company has not undertaken a split or consolidation of the Equity Shares in the one year preceding the date
of this Draft Red Herring Prospectus.

Exemption from complying with any provisions of securities laws, if any, granted by SEBI

Our Company has not sought for any exemptions from complying with any provisions of securities laws, as on
the date of this Draft Red Herring Prospectus.

30
 SECTION II – RISK FACTORS

An investment in Equity Shares involves a high degree of risk. Potential investors should carefully consider all of
the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below,
before making an investment in the Equity Shares. This Draft Red Herring Prospectus contains certain forward-
looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results could differ
materially from those anticipated in these forward-looking statements as a result of various factors, including the
considerations described in this section and elsewhere in this Draft Red Herring Prospectus. See “Forward-
Looking Statements” on page 20 of this Draft Red Herring Prospectus. For further information, see “Restated
Consolidated Financial Information” on page 280.

We have described the risks and uncertainties that we believe are material, but these risks and uncertainties may
not be the only risks relevant to us, our Equity Shares, or the industry in which we currently operate or propose
to operate. Additional risks and uncertainties not presently known to us or that we currently believe to be
immaterial may also have an adverse impact on our business, results of operations, cash flows and financial
condition. If any or a combination of the following risks, or other risks that are not currently known or are
currently deemed immaterial, actually occur, our business, results of operations, cash flows and financial
condition may be adversely affected, the price of the Equity Shares could decline, and investors may lose all or
part of their investment.

In making an investment decision, prospective investors must rely on their own examination of us and our business
and the terms of the Offer including the merits and risks involved.

Investors should consult their tax, financial and legal advisors about the particular consequences of investing in
the Offer. Unless specified or quantified in the relevant risk factors below, we are unable to quantify the financial
or other impact of any of the risks described in this section. Prospective investors should pay particular attention
to the fact that our Company is incorporated under the laws of India and is subject to a legal and regulatory
environment, which may differ in certain respects from that of other countries. To obtain a complete understanding
of our business, you should read this section in conjunction with the sections titled “Industry Overview”, “Our
Business”, “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” beginning on pages 152, 204, 280 and 351, respectively, of this
Draft Red Herring Prospectus, as well as the other financial information contained in this Draft Red Herring
Prospectus.

Unless otherwise indicated, industry and market data used in this section have been derived from the report titled
“Industry Report on Solar Cell and Module Market” dated April 18, 2024 (“F&S Report”) prepared and issued
by Frost & Sullivan (India) Private Limited (“F&S”), appointed by us on February 6, 2024 and exclusively
commissioned and paid for by us in connection with the Offer. Unless otherwise indicated, all financial,
operational, industry and other related information derived from the F&S Report and included herein with respect
to any particular year refers to such information for the relevant calendar year. Also see, “Certain Conventions,
Presentation of Financial, Industry and Market Data” on page 60. F&S is an independent agency and is not
related to the Company, its Directors, Promoters, Selling Shareholders, Subsidiaries or BRLMs.

Our Financial Year commences on April 1 and ends on March 31 of the subsequent year, and references to a
particular Financial Year are to the 12 months ended March 31 of that year. Unless otherwise stated, or the
context otherwise requires, the financial information used in this section is derived from our Restated
Consolidated Financial Information included in the section titled “Restated Consolidated Financial
Information” on page 280.

Unless the context otherwise requires, in this section, references to “we”, “us”, or “our” refers to Premier
Energies Limited and its Subsidiaries, associates and joint ventures on a consolidated basis and references to “the
Company” or “our Company” refers to Premier Energies Limited on a standalone basis.

Internal Risk Factors

1. Our revenue from operations is dependent upon a limited number of customers and the loss of any of these
customers or loss of revenue from any of these customers could have a material adverse effect on our
business, financial condition, results of operations and cash flows.

31
The table below sets forth our revenue from our largest customer, our top five customers and our top 10 customers
(the identities of which varied between fiscal years and periods) as a percentage of our revenue from operations
for the year / period indicated:

Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023 Nine months ended
December 31, 2023

Amount Percentage Amount Percentage Amount Percentage Amount Percentage

(₹ of revenue (₹ of revenue (₹ of revenue (₹ of revenue
million) from million) from million) from million) from
operations operations operations operations
(%) (%) (%) (%)
Largest 987.41 14.08 1,473.44 19.83 2,623.60 18.37 2,323.45 11.52
customer

Top 5 3,325.61 47.41 3,736.32 50.30 8,185.86 57.30 10,014.08 49.64

customers

Top 10 4,526.03 64.52 4,918.01 66.20 10,794.63 75.56 15,049.48 74.61

customers

Since we are dependent on certain key customers for a significant portion of our revenue, the loss of any one or
more of such key customers for any reason (including due to loss of contracts or failure to negotiate acceptable
terms in contract renewal negotiations, disputes with customers, adverse change in the financial condition of such
customers, including due to possible bankruptcy or liquidation or other financial hardship, merger or decline in
their sales, reduced or delayed customer requirements, plant shutdowns, labor strikes or other work stoppages)
could have an adverse effect on our business, results of operations and financial condition. See “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Principal Factors Affecting our
Financial Condition and Results of Operations – Relationship with key customers” on page 356.

In addition to these factors, these key customers may also replace us with our competitors or replace their existing
products with alternative products which we do not supply or could refuse to renew existing arrangements on
terms acceptable to us or at all. Our customers are also entitled to terminate their agreements with us for a number
of reasons, including if we fail to adhere to the specifications in terms of the agreement. For further details on our
contracts with customers, see “Risk Factors – Certain of our agreements with our key customers have onerous
terms which could result in termination if breached which in turn could have a material adverse effect on our
business, financial condition, results of operations and cash flows” on page 37. As we generally have short to
medium term arrangements ranging from two months to three years including long term agreements for the supply
of our products to our customers, which may in certain circumstances be extended by mutual agreement and thus
have few long term agreements with such customers, there can be no assurance that our significant customers in
the past will continue to place similar orders with us in the future. While none of our customers has terminated
their arrangements with us in the past three Fiscals and the nine months ended December 31, 2023, there can be
no assurance that we will be able to maintain our existing volume of business with these key customers or that we
will be able to offset any reduction of prices to these customers with reductions in our costs or by obtaining new
customers. We cannot assure you that we will be able to maintain historic levels of business from our key
customers, or that we will be able to significantly reduce customer concentration in the future, all of which could
have an impact on our business prospects and financial performance.

2. We derive a significant amount of revenue from only two product categories namely, solar cells and
modules, and therefore their continued success is necessary for our business and prospects.

The primary products we manufacture are solar cells and solar modules. The table below sets forth our income
from the manufactured solar cells and solar modules as a percentage of our revenue from operations for the year
/ period indicated:

32
 For the nine months
Fiscal 2021 Fiscal 2022 Fiscal 2023
ended December 31,
2023
Percentage Percentage Percentage Percentage
of revenue of revenue of revenue of revenue
Particulars Amount Amount Amount Amount
from from from from
operations operations operations operations
(₹ (₹ (₹ (₹
(%) (%) (%) (%)
million) million) million) million)
Income from sale
of manufactured
goods
— — 336.01 4.52 1,856.26 12.99 4,037.30 20.01
Sale of solar cells
Sale of solar 3,327.67 47.44 2,843.00 38.27 9,566.51 66.97 13,651.70 67.68
modules

We are therefore exposed to the changes in demand for solar cells and modules manufactured using
monocrystalline technology which would affect our business, profitability and prospects. Demand for, and
widespread adoption of, solar power technology, is generally affected by the following:

• cost-effectiveness, performance and reliability of solar power compared to traditional energy sources and
other renewable energy sources and the availability of grid capacity to dispatch power generated from solar
power projects;
• performance, reliability and levelized cost of energy using monocrystalline technology compared to thin film
technology, heterojunction technology (“HJT”) and other competing technologies;
• success of other alternative energy generation technologies such as wind power, nuclear, hydroelectric power
and biomass power;
• public perceptions of the direct and indirect benefits of adopting solar renewable energy technology;
• the availability of suitable storage solutions for solar energy to ensure continuity of energy supply;
• price volatility of solar power equipment;
• the availability of land for installation of solar projects;
• seasonality and weather conditions impacting installation and generation of solar power;
• fluctuations in economic and market conditions that may affect the viability of traditional and other alternative
renewable energy sources such as increases or decreases in the prices of oil and other fossil fuels;
• decreases in capital expenditures by end-users of solar power projects;
• the cost of capital and availability of credit, loans and other forms of financing for solar power projects;
• the availability of government subsidies and incentives to support the development of the solar power
industry, such as capital cost rebates, feed-in tariffs, tax credits, net metering and other incentives to end
users;
• regulations and policies governing the solar power or electric utility industries that may present technical,
regulatory or economic barriers to the establishment of solar power projects and the purchase and use of solar
energy; and
• alternate technologies, though unforeseen at this stage, which may provide more cost-effective energy
generation.

Our business depends entirely upon our ability to manufacture and sell solar cells and modules using
monocrystalline technology on a profitable basis. If the demand for solar power or solar power projects fails to
develop or takes longer to develop than we anticipate, our revenues may decline and we may be unable to sustain
our profitability. Further, the lack of product diversification may make the results of our operations more volatile
than if we manufactured more than two types of products.

3. An increasing amount of our income is derived from our export of solar modules and cells which we are
in the process of expanding. Such expansion plans and exports may be dependent on the policies passed
by the governments of export countries and any unfavorable change in such policies may adversely affect
our business.

33
We export our products to various international markets including North America, Asia, the Middle East and North
Africa region and certain countries in Europe. Our largest export jurisdictions for the nine months ended December
31, 2023 were the United States and Hong Kong. The table below sets forth our total export sales and export sales
in our top jurisdictions as a percentage of our revenue from operations for the year / period indicated:

For the nine months

Fiscal 2021 Fiscal 2022 Fiscal 2023
ended December 31,
2023
Percentage Percentage Percentage Percentage
of revenue of revenue of revenue of revenue
Particulars Amount Amount Amount Amount
from from from from
operations operations operations operations
(₹ (₹ (₹ (₹
(%) (%) (%) (%)
million) million) million) million)
United States — — — — — — 1,884.97 9.34
Hong Kong — — — — — — 1,421.66 7.05
Others(1) 90.66 1.29 68.12 0.92 74.96 0.52 138.30 0.69
Total export sales 90.66 1.29 68.12 0.92 74.96 0.52 3,444.93 17.08

Note:
(1) “Others” includes South Africa, Bangladesh, Norway, Nepal, France, Malaysia, Canada, Sri Lanka, Germany, Hungary, the
United Arab Emirates and Uganda.

Our export markets are subject to inherent risks which could have an adverse effect on our business, results of
operations and prospects, including:

• the impact of adverse geo-political and economic conditions in foreign countries affecting our customers’
confidence and behavior;

• volatility in foreign currency rates and volatility and laws, rules and regulations governing convertibility;

• difficulties in managing exports to multiple international locations and their market conditions;

• changes in solar industry practices or trends;

• changes in customs laws and regulations;

• sensitivity to traceability of goods and human rights and labor issues (such as forced labor and child labor)
in connection with the sourcing of raw materials and components;

• trade and financing barriers, and differing business practices; and

• economic instability or political unrest such as crime, strikes, riots, civil disturbances, terrorist attacks and
wars.

In addition, anti-dumping and countervailing or anti-subsidy duties imposed on solar cells imported from India
may restrict our export customers’ choice of suppliers, which may result in a reduced demand for our products
outside India, thereby materially and adversely affecting our profitability, financial condition and results of our
operations. If there is an economic slowdown or other factors that affect the economic health of our key exporting
countries, our export customers may reduce or postpone their requirements significantly, which may in turn lower
the demand for our products and have a material adverse effect on our revenues and profitability. The loss of any
significant export market because of these events or conditions could have a material adverse effect on our
business, results of operations and financial condition.

In order to cater to growing market demand for our products, we are in the process of establishing a foothold in
markets where we do not currently have a significant presence and prior experience, such as the United States. In
connection with such plans, we signed a letter of intent in February 2024 with an American solar manufacturer to
enter into a joint venture to develop, construct and operate a tunnel oxide passivated contact (“TOPCon”) solar
cell manufacturing facility (which may include the manufacturing of solar modules) in the United States. There
can be no assurance, however, that we will enter into a binding agreement to establish this joint venture or, if it is

34
established, that the joint venture will yield the results expected. See “Risk Factors – Growing our business
through acquisitions or joint ventures may subject us to additional risks that may adversely affect our business,
financial condition, cash flows, results of operations and prospects” on page 57.

Sales to customers in the United States in particular are subject to various geo-political policies that govern import
restrictions and control prices of our products. For example, we face increased compliance and operational risks
due to the Uyghur Forced Labor Prevention Act (“UFLPA”) enacted by the United States. The UFLPA presumes
that goods manufactured in or raw materials sourced from the Xinjiang Uyghur Autonomous Region of China are
made with forced labor and, therefore, prohibits their entry into the U.S. market. Given the global nature of supply
chains, particularly within the solar industry, where raw materials and components such as polysilicon are often
sourced from multiple regions including the Xinjiang region, our products are and may continue to be subject to
enhanced scrutiny. Any failure to fully document and verify that our supply chain and products are free from
materials or components linked to forced labor in Xinjiang could cause a customer to cease purchasing products
from us or could lead to a ban on our products in the United States under the UFLPA. We rely on traceability
documents from our suppliers in China to prepare and document traceability of our supply chain to customers in
the U.S. In the event a supplier provides us inaccurate or misleading information, and such supplier is revealed to
have been non-compliant with the UFLPA, we could be exposed to liability from our U.S. customers and U.S.
regulatory authorities to the extent our products in the U.S. market are traced to such non-compliant suppliers.
While there have been no instances in the past, the infringement of this or other human rights related policies
could result in our products being banned from such export markets and any negative publicity surrounding an
infringement of human rights policies could affect our reputation which, in turn, affects our ability to attract and/or
retain customers which may adversely affect our business and results of operations.

The demand for our products in the U.S. is also subject to the U.S. Department of Commerce’s final determination
on imposition of duties on solar cells and modules found to have circumvented prevailing import restrictions by
assembling products outside China using components sourced from China. If countervailing duties are not
imposed on such circumventing suppliers, it could increase the competition for our products in the U.S. market
and reduce demand for our products. In addition, the United States, through the U.S. Inflation Reduction Act,
seeks to encourage local manufacturing of cells and modules, which could impact the demand for our products in
the U.S. market as local manufacturing increases. Any change in government policies and regulations, including
any imposition of additional duties, pre-conditions or ban imposed by the United States may have an adverse
impact on our exports and our results of operations. (Source: F&S Report)

Additionally, our competitors may have a more established presence in the U.S., including through customer
relationships and brands, and there can be no assurance that our plans to grow our operations in the U.S. will be
successful. Furthermore, having limited or no presence in such new markets as compared to some of our
competitors may lead to lower product pricing due to lack of brand presence and higher expenditure on brand
building. As a result of these expenses and additional ongoing compliance costs on account of the U.S. regulatory
regime, it may be more expensive for us to sell our products in these new markets and it may take longer to reach
expected sales and profit levels than anticipated, which could affect the viability of these markets or our overall
profitability.

4. Restrictions or import duties levied on raw materials we use in our manufacturing operations may
adversely affect our business prospects, financial performance and cash flows.

A significant portion of the raw materials we use in the production of our solar cells and modules are imported
from China and other Southeast Asian jurisdictions. We also source certain raw materials from domestic suppliers.
The table below sets forth our cost of imported raw materials from China and other countries as a percentage of
our total purchases for the year / period indicated:

For the nine months

Fiscal 2021 Fiscal 2022 Fiscal 2023
ended December 31,
2023
Percentage Percentage Percentage Percentage
Particulars Amount of total Amount of total Amount of total Amount of total
purchases purchases purchases purchases
(₹ (₹ (₹ (₹
(%) (%) (%) (%)
million) million) million) million)
Cost of imported 1,169.45 22.27 3,057.09 41.36 6,982.59 44.03 7,842.58 46.91
materials from China

35
 For the nine months
Fiscal 2021 Fiscal 2022 Fiscal 2023 ended December 31,
2023
Cost of imported 718.78 13.69 1,436.34 19.43 1,704.63 10.75 2,855.98 17.08
materials from other
countries

Our supply chain in respect of raw materials is subject to legislative and policy restrictions, both domestic and
international, which include, among others, those relating to human rights and in particular, forced and child labor.
Any restrictions, either from the GoI or any state or provincial government or governmental authority, or, in
relation to our imported raw materials, from any applicable bilateral or multilateral organizations, may adversely
affect our business, results of operations and prospects. For example, the GoI introduced the safeguard duty in
July 2018 on the import of solar cells which was applicable until July 2021 and replaced with a significantly
higher basic customs duty of 25% on solar cells with effect from April 1, 2022. The imposition of such high basic
customs duty on imported solar cells has impacted our cost of materials in the manufacture of solar modules.
In the event we are unable to continue procuring these raw materials from our current suppliers or face significant
restrictions in doing so, there can be no assurance that we will be successful in sourcing the raw materials we
require from alternate suppliers on favorable terms, in a timely manner or at all, which could in turn adversely
impact our results of operations and business prospects.

5. Orders in our order book may be delayed, modified or cancelled, which may have an adverse impact on
our business, results of operations and cash flows. Our past as well as our existing order book and our
growth rate may not be indicative of the number of orders we will receive or our growth in the future.

As of March 15, 2024, we had an order book of ₹53,620.51 million of which ₹11,974.98 million was in relation
to non-DCR solar modules, ₹32,129.03 million was in relation to DCR solar modules, ₹8,015.92 million was in
relation to solar cells and ₹1,500.57 million was in relation to EPC projects. For further information on our order
book, see “Our Business – Strengths – We have a diversified customer base with strong customer relationships
both within India and overseas with a strong order book” on page 211.

We prepare our order book on the basis of outstanding work and the time expected to complete contracts forming
part of the order book. Our order book may be materially impacted if the time taken or amount payable for
completion of any ongoing order of our Company changes. The growth of our order book is a cumulative
indication of the revenues that we expect to recognize in future periods with respect to our existing contracts.
Furthermore, we cannot guarantee that the income anticipated in our order book will be realized, or, if realized,
will be realized on time or result in profits. Our past as well as our existing order book and our growth rate may
not be indicative of the number of orders we will receive or our growth in the future.

Our order book only represents business that is confirmed by way of executed letters of acceptance, agreements
or purchase orders, although this is subject to, among other things, cancellation or early termination due to any
breach of our contractual obligations, our inability to deliver products within the stipulated time or failure to
supply products as per the specifications that have been agreed upon, failure to maintain any license or the
suspension or revocation of license, non-payment by our customers, delays in the initiation of our production,
unanticipated variations or adjustments in the scope and schedule of our obligations for reasons outside our and
our customers’ control or change in budget appropriations. Accordingly, we cannot predict with certainty the
extent to which an order forming part of our order book will be performed. While none of our orders have been
cancelled or terminated prematurely in the past three Fiscals and nine months ended December 31, 2023 and from
January 1, 2024 until the date of this Draft Red Herring Prospectus, there can be no assurance that orders will be
cancelled or terminated prematurely in the future, and we will receive any applicable termination payments in
time or at all or that the amount paid will be adequate to enable us to recover its investments in respect of the
prematurely cancelled order. In such events, we may have to bear the actual costs for such production incurred by
us which may exceed the agreed work, as a result of which our future earnings may be lower from the amount of
the order book and if any of the forgoing risks materialize, our cash flow position, revenues and earnings may be
adversely affected.

For some of the contracts in our order book, our customers are obliged to perform or take certain actions before
they can install our products at their facility. These obligations include acquiring land, securing rights of way,
securing required licenses, authorizations or permits, making advance payments or procuring financing, approving
designs, approving supply chain vendors and shifting existing utilities. If customers do not perform these and
other actions in a timely manner or at all, they could delay collection of finished products from our facilities which

36
could result in a delay in collecting receivables by us. Also see, “Risk Factors – We have significant working
capital requirements and our inability to meet such working capital requirements may have an adverse effect
on our results of operations” on page 41. In addition, if these circumstances have not been addressed in our
contracts with customers, our projects could be delayed, modified or cancelled and as a result, our business, results
of operations and financial condition could be materially and adversely affected.

In particular, we are also highly dependent on projects awarded by government entities / public sector undertakings
(“PSU”). As of March 15, 2024, the split between PSU and private companies in our order book and for which
amounts may be receivable in the next 12-24 months was 41.73% and 58.27%, respectively. Any adverse change
in the policies adopted by the government regarding award of its projects or our existing relationship with the
government may adversely affect our ability to win such projects. In addition, we benefit from policies adopted
by the government in respect of solar power developments, including incentives granted, resource and budgetary
allocation and concessions. Any changes in these existing policies could adversely affect our existing projects and
opportunities to secure new projects. For details of certain of these policies and incentives, see “Key Regulations
and Policies in India” on page 236. Further, interaction with government entities is critical to the development
and ongoing operations of our projects, and as a result projects may get delayed or disrupted due to, among other
things, extensive internal processes, policy changes, government or external budgetary allocation and
insufficiency of funds. To the extent that any of the projects awarded to us by the government entities are delayed,
disrupted or cancelled our cash flows, business, results of operations and financial condition may be adversely
affected. Any adverse changes in government policies may lead to our agreements being restructured or
renegotiated, which could adversely affect our financing, capital expenditure, capacity utilization, revenues, cash
flows or operations relating to existing projects as well as our ability to participate in competitive bidding or
bilateral negotiations for future projects.

6. We import machinery from overseas and the same is subject to certain risks which may adversely affect
our business, results of operations, financial condition and cash flows.

We import machinery from overseas to support our operations. In particular, we import all of our module
manufacturing tools and a part of our solar cell manufacturing tools from China. Further, quotations for
approximately 26.55% of the equipment and machinery that we propose to deploy in the proposed additional 4
GW capacity TOPCon cell line and 4 GW capacity solar module line that we plan to set up using a portion of the
proceeds of the Offer (the “Project”), are being sourced from Chinese vendors. For further details, see “Objects
of the Offer” on page 119. Importing such machinery entails several risks and challenges that could adversely
affect our business, results of operations, financial condition and cash flows, such as changes in government
policies or trade agreements could lead to increased tariffs or import restrictions, resulting in higher costs or
difficulties in importing machinery which could lead to a delay in our operations, impact our production schedules
and overall business operations.

For instance, China recently revised its catalogue of technologies prohibited or restricted from export. (Source:
F&S Report) While the manufacturing tools that we currently procure from China are not subject to such
restrictions, there can be no assurance that they will not be restricted in the future. (Source: F&S Report) In the
event the catalogue is revised further to include the technologies and tools we use in our operations and procure
from China, we may be unable to successfully source these technologies and tools from alternate vendors at
comparable prices or with comparable performance capabilities, which could ultimately impact our capital cost
and adversely impact our profitability. (Source: F&S Report) In addition, PEGEPL has not considered customs
duty for import of equipment to be deployed in the Project as it proposes to avail benefits under the Manufacturing
and Other Operations in Warehouse Regulations (“MOOWR”) / Export Promotion Capital Goods (“EPCG”)
scheme of the Government of India for the Project and accordingly, the cost of components proposed to be
imported do not include any expenditure towards customs and other import duties. However, should these benefits
not be available for any reason including due to being scrapped, our profitability may get negatively impacted.
Furthermore, political, economic, or logistical disruptions in the country of origin could also lead to delays in
delivery, interruptions in the supply chain, or challenges in obtaining technical support which could impact our
production schedules or result in a loss of business opportunities. Any of these risks could disrupt our operations,
and ultimately, adversely affect our business, results of operations, financial condition and cash flows.

7. Certain of our agreements with our key customers have onerous terms which could result in termination
if breached which in turn could have a material adverse effect on our business, financial condition, results
of operations and cash flows.

37
Under the terms of our agreements and the purchase orders through which our business is conducted, with certain
of our key customers, our customers have the option to terminate such contract or cancel the orders with cause or
without cause at either relatively short notice post execution of such contract but before such customer delivers to
us a written notice to proceed (upon the receipt of which the order can no longer be cancelled). If we fail to meet
our contractual obligations in a timely manner, or at all, our customers may be entitled to liquidated damages or
may terminate the contract with no further liability or obligation to us, in terms of the agreement. We also have
liabilities in a number of situations including where damages are imposed by Government authorities relating to
tax, environment, social or labor responsibilities, claims of infringements of intellectual property, and breaches of
anti-corruption and anti-bribery laws to which we are subject. In the event such risks materialize, our business,
financial condition, results of operations and cash flows could be materially adversely affected. In the event of
termination due to our default, we are also required to pay the customers differentiated costs actually incurred by
the customer on completion of supply at the prevailing market rates for the supplies not delivered by the date of
termination.

8. Changes in the price of solar modules, solar cells, wafers and other raw materials due to changes in
demand or other factors may have a material adverse effect on our business, financial condition and results
of operations.

Solar modules are assembled with solar cells and in order to manufacture solar cells, we require multiple raw
materials including wafers. The price of solar modules is dependent on the price of solar cells which is in turn
based on the price of wafers which can be volatile and unpredictable. The cost of wafers and other raw materials
used in the manufacturing of our solar cells constitute a significant portion of our total manufacturing costs.

The table below sets forth our cost of materials consumed as a percentage of our total expenses for Fiscals 2021,
2022 and 2023 and the nine months ended December 31, 2023:

For the nine months

ended December 31,
Fiscal 2021 Fiscal 2022 Fiscal 2023 2023
Percenta Percenta Percenta
ge of ge of Percenta ge of
total total ge of total total
Particulars Amount expenses Amount expenses Amount expenses Amount expenses
(₹ (₹ (₹
million) (%) million) (%) million) (%) (₹ million) (%)
Cost of materials 4,768.23 70.01 3,987.20 50.86 11,105.19 75.43 15,660.27 84.24
consumed

There can be no assurance that the price of such raw materials will decline or stabilize at a particular level. Further,
there can be no assurance that the price of raw materials will not increase in the future or that we will be able to
pass on such increases entirely to our customers. In times of scarcity, suppliers could substantially increase their
prices. Additionally, the prices of our raw materials fluctuate based on a number of factors outside our control,
including general economic conditions, competition, commodity market fluctuations, the quality and availability
of supply, currency fluctuations, consumer demand, manufacturing capacity, transportation costs, import duties
and government policies and regulations. For instance, some raw materials including wafers used in
manufacturing of cells, and cells used in our solar modules, are sourced from China. Any increase in duties on
export of wafers or cells by China or any disruption in the supply of wafers or cells from China could result in an
increase in the cost of materials consumed, thereby adversely affecting our results of operations and cash flows.

The failure to achieve corresponding sales price increases in a timely manner, sales price erosion without a
corresponding reduction in raw material costs or failure to re-negotiate favorable raw material supply contracts
are factors that may have a material adverse effect on our business, financial condition and results of operations.

9. We do not have long-term agreements with our suppliers for materials and components and an inability
on the part of such suppliers to supply, in a timely manner, the desired quality and quantity of materials
and components, may adversely affect our operations.

Our ability to remain competitive, maintain costs and profitability depends, in part, on our ability to source and
maintain a stable and sufficient supply of materials and components at quality levels we require. Our major

38
requirements of materials and components include, inter alia, wafer, solar cells, backsheets, encapsulants, glass,
aluminum panels, junction box, ribbon and busbar. We depend on external suppliers for the materials and
components we require and typically purchase materials and components on a purchase order basis and place such
orders with them in advance on the basis of our anticipated requirements. As a result, the success of our business
is significantly dependent on maintaining good relationships with our suppliers. Absence of long-term supply
contracts subject us to risks such as price volatility caused by various factors such as commodity market
fluctuations, currency fluctuations, climatic and environmental conditions, production and transportation costs,
changes in domestic as well as international government policies, and regulatory and trade sanctions. As a result,
we continue to remain susceptible to the risks arising out of price fluctuations as well as import duties, which
could result in a decline in our operating margins. Although we have not faced significant disruptions in the
procurement of materials and components in the past, the COVID-19 pandemic temporarily affected our ability
to source materials from certain vendors who were unable to transport materials to us. Cost of such materials also
increased significantly as a result of the COVID-19 pandemic related increase in freight costs. See “Risk Factors
– We are dependent on third-party transportation providers for the transport of raw materials for our
manufacturing process and delivery of our finished products”.

Any delay in supplying finished products to our customers in accordance with the terms and conditions of the
purchase orders, such as delivery within a specified time, or delayed material or component supply, could result
in the customer refusing to accept our products, which could have an adverse effect on our business and reputation.
In the event our suppliers fail to deliver quality materials and components in a timely manner, there can be no
assurance that we will be able to identify alternate suppliers or be able to procure our materials and components
on terms acceptable to us, which could have an adverse effect on our ability to source materials and components
in a commercially viable and timely manner. Continued supply disruptions could exert pressure on our costs, and
we cannot assure you that all or part of any increased costs can be passed along to our customers in a timely
manner or at all, which could negatively affect our business, overall profitability and financial performance.

10. We have not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the
Offer. Our funding requirements and deployment of the Net Proceeds of the Offer are based on
management estimates and a project cost vetting report from RCT Solutions GmbH and have not been
independently appraised. Our management will have broad discretion over the use of the Net Proceeds.

We intend to use the Net Proceeds of the Offer for the purposes described in “Objects of the Offer” on page 119
including towards investment in our Subsidiary, PEGEPL, for part-financing the Project. The total estimated cost
to establish the Project is ₹34,642.75 million, and such cost is based on management estimates in accordance with
our business plan, and as certified by RCT Solutions GmbH (“RCT”) in its project cost vetting report dated April
18, 2024 (the “RCT Report”). We have yet to make any payment for purchase of, or place any orders for, plant
or machinery in relation to such Project, and there is no assurance that we will be able to place such orders in a
timely manner or at all. We have not entered into any definitive arrangements to utilize the Net Proceeds for the
Project and have relied on the quotations received from third parties to estimate the cost of the Project. While we
have obtained quotations from various vendors in relation to such capital expenditure, most of these quotations
are valid for a certain period of time and may be subject to revisions, and other commercial and technical factors.
We cannot assure you that the actual costs incurred in relation to this project will be similar to and not exceed the
amounts indicated in the third-party quotations.

The completion of the Project is dependent on the performance of external agencies, which are responsible for
inter alia construction of buildings, installation and commissioning of plant and machinery, and supply and testing
of equipment. We cannot assure you that the performance of external agencies will meet the required
specifications or performance parameters. We may not be able to identify suitable replacement external agencies
in a timely manner. If the performance of these agencies is inadequate in terms of the requirements, this may result
in incremental cost and time overruns.

In addition, as of the date of this Draft Red Herring Prospectus, while the land on which the proposed Project is
to be established was provisionally allotted to PEGEPL pursuant to a letter dated March 16, 2024 (“Provisional
Allotment Letter”) issued by Telangana State Industrial Infrastructure Corporation Limited, a Government of
Telangana Undertaking (“TSIIC Limited”), a final allotment letter dated April 18, 2024 (“Final Allotment
Letter”) has now been issued by TSIIC Limited confirming such allotment of the land to PEGEPL for the
proposed Project. However, the sale agreement is yet to be entered into by PEGEPL in relation to the acquisition
of such Project Land, and such sale agreement shall be required to be executed within a period of 21 days of the
receipt of the Final Allotment Letter. Accordingly, while PEGEPL has made the payment of ₹600.78 million,
inclusive of applicable taxes, for the acquisition of land, such land is not registered in the name of PEGEPL yet.

39
Further, the physical possession of the Project Land would be delivered only upon the execution of the sale
agreement. Furthermore, the Provisional Allotment Letter was subject to certain conditions including that the
construction of factory building commence within six months of PEGEPL being put in possession of such land,
and that PEGEPL commence commercial production within two years of being in possession of the allotted land,
among others.

We may not be able to conclude such agreements or commitments on terms anticipated by us, or at all. As a result,
subject to compliance with requirements under the Companies Act and the SEBI ICDR Regulations, our planned
use of the proceeds of the Offer may change in ways with which you may not agree. These are based on current
conditions and are subject to change in light of changes in external circumstances or costs or in other financial
conditions, business strategy, etc.

Further, the total estimated cost and related fund requirements have not been appraised by any bank or financial
institution. However, IREDA has sanctioned a loan of ₹22,250.00 million pursuant to a sanction letter dated
February 29, 2024 to enable PEGEPL to part-finance the Project. Also see “Objects of the Offer – Proposed
schedule of implementation and utilisation of Net Proceeds” on page 119.

Our funding requirements may be subject to change based on various factors such as the timing of completion of
the Offer, market conditions outside the control of our Company, and any other business and commercial
considerations. This may entail rescheduling and revising the planned expenditure and funding requirement and
increasing or decreasing the expenditure for a particular purpose from the planned expenditure as may be
determined by our Company and by the Shareholders by way of a special resolution, subject to compliance with
applicable law. Our funding requirements are based on current management estimates, current circumstances of
our business plan and the prevailing market conditions, which may be subject to change, and the project cost
vetting report obtained from RCT. The deployment of the Net Proceeds will be at the discretion of our Board. We
may have to reconsider our estimates or business plans due to changes in underlying factors, some of which are
beyond our control, such as interest rate fluctuations, changes in input cost, and other financial and operational
factors. We cannot assure you that we will be able to undertake such capital expenditure within the cost indicated
by such quotations or that there will not be cost escalations. Accordingly, prospective investors in the Offer will
need to rely upon our management’s judgment with respect to the use of the Net Proceeds. If we are unable to
deploy the Net Proceeds in a timely or an efficient manner, it may affect our business and results of operations.

11. There are outstanding litigation proceedings involving our Company, Subsidiaries and Directors. Any
adverse outcome in such proceedings may have an adverse impact on our reputation, business, financial
condition, results of operations and cash flows.

There are outstanding legal proceedings involving our Company, Subsidiaries, and Directors, which are pending
at various levels of adjudication before various courts, tribunals and other authorities.

The summary of outstanding matters set out below includes details of criminal proceedings, tax proceedings,
statutory and regulatory actions and material civil litigation (as defined in the section “Outstanding Litigation
and Other Material Developments” on page 401) involving our Company, Subsidiaries and Directors.

Category of Criminal Tax Statutory Disciplinary actions by Material Aggregate

individuals/ proceedings proceedings or SEBI or Stock Exchanges civil amount
entities regulatory against our Promoters in litigation involved*
actions the last five years, (in ₹
including outstanding million)
action
Company
By our Nil Nil N.A. N.A. Nil Nil
Company
Against our Nil 7 Nil N.A. Nil 65.17
Company
Directors
By our Nil Nil N.A. N.A. Nil Nil
Directors
Against our 1 Nil Nil N.A. Nil 50.00
Directors
Promoters
By the Nil Nil N.A. N.A. Nil Nil
Promoters

40
 Category of Criminal Tax Statutory Disciplinary actions by Material Aggregate
individuals/ proceedings proceedings or SEBI or Stock Exchanges civil amount
entities regulatory against our Promoters in litigation involved*
actions the last five years, (in ₹
including outstanding million)
action
Against our Nil Nil Nil Nil Nil Nil
Promoters
Subsidiaries
By our Nil Nil N.A. N.A. Nil Nil
Subsidiaries
Against our Nil 2 Nil N.A. Nil 2.09
Subsidiaries

* To the extent quantifiable.

There is no pending litigation involving our Group Companies which will have a material impact on our Company.

For further information, see “Outstanding Litigation and Other Material Developments” on page 401.

There can be no assurance that these legal proceedings will be decided in our favor or in favor of our Subsidiaries
and Directors. Further, as at December 31, 2023, we have not considered any provisioning as necessary to be
made by us for any possible liabilities arising out of these litigations and have accordingly not made any such
provisioning. In addition, we cannot assure you that no additional liability will arise out of these proceedings. The
decisions in such proceedings adverse to our interests may have an adverse effect on our reputation, business,
financial condition, results of operations and cash flows.

12. We may be unable to benefit from government policies like the Modified Special Incentive Package
Scheme, Scheme for Promotion of Manufacturing of Electronic Components and Semiconductors and
various other policies.

We benefit from a favorable regulatory landscape and support provided to domestic manufacturing by state and
central governments through schemes such as the Modified Special Incentive Package Scheme (“M-SIPS”) and
Scheme for Promotion of Manufacturing of Electronic Components and Semiconductors (“SPECS”) offered by
the Ministry of Electronics and Information Technology, Government of India. There can, however, be no
assurance that we will continue to achieve the conditions prescribed under such schemes and consequently may
not be entitled to receive the benefits provided thereunder.

In addition, PEGEPL has not considered customs duty for import of equipment for the Project that it proposes to
establish by utilizing a portion of the proceeds of the Fresh Issue as it proposes to avail benefits under the MOOWR
/ EPCG scheme of the Government of India. Accordingly, cost of components proposed to be imported for the
Project do not include any expenditure towards customs and other import duties. However, we cannot assure you
that PEGEPL will continue to avail these benefits or that these schemes shall not be scrapped, in which case it
may be required to pay such duties as a result of which our profitability may be adversely impacted. Also see
“Objects of the Offer” on page 119.

13. We have significant working capital requirements and our inability to meet such working capital
requirements may have an adverse effect on our results of operations.

Our business requires a significant amount of working capital as there is a considerable time lag between the
purchase of raw materials and components and realization from the sale of our finished products, and between
commencement of a project and delivery of a project-related service. We are therefore required to maintain a
sufficient stock of raw materials at all times in order to meet manufacturing requirements, and have sufficient
capital for our operations until we are able to recover project costs upon delivery of project-related goods and
services, which in turn affects our working capital requirements. Consequently, there could be situations where
the total funds available to us may not be sufficient to fulfil our commitments, and hence we may be required to
incur additional indebtedness or utilize internal accruals to satisfy our working capital requirements. We also grant
credit terms to certain customers in accordance with the terms of our agreements with them. Our working capital
requirements may increase if the credit period against sales is increased or the time taken to meet a project
milestone is delayed. Our working capital requirements may also increase if we are required to pay higher prices
for raw materials or excessive advances for the procurement of raw materials. Some of these factors may result in

41
an increase in our short-term borrowings. Our ability to arrange financing and the costs of capital of such financing
are dependent on numerous factors. While there have been no instances of modifications in payment terms by our
customers in the last three Fiscals and nine months ended December 31, 2023, we are also required to provide
performance guarantees and advance payment guarantees to our customers which requires us to block our funds
that can be used for working capital. See “Risk Factors – We are required to provide bank guarantees and
performance guarantees under certain contracts and letters of credit for our suppliers’ payments” on page 56.

We typically rely on internal accruals as well as credit facilities with banks to provide for our working capital
arrangements. The table below sets forth details of certain parameters as of the dates indicated:

As of March 31, As of
December 31,
Particulars 2021 2022 2023 2023
Inventories (₹ million) 626.41 2,169.27 6,328.55 7,995.60
Trade receivables (₹ million) 1,620.00 1,451.82 594.61 2,517.81
Trade payables (₹ million) 1,622.86 2,699.42 3,979.15 5,015.65
Inventory days(1) 60.50 86.91 132.11 130.57*
Debtor days(2) 92.07 75.46 26.14 21.22*
Creditor payable days(3) 88.38 92.84 70.37 66.40*
* Not annualized
Notes:
(1) Inventory days is calculated as 365 days divided by inventory turnover ratio. Inventory turnover ratio is calculated as cost of goods
sold divided by average inventory, where cost of goods sold is computed by combining the values of cost of material consumed,
purchase of stock-in-trade and changes in inventories of finished goods and work-in-progress as disclosed in the Restated
Consolidated Financial Information and average inventory is the average of opening and closing inventory as disclosed in the
Restated Consolidated Financial Information.
(2) Debtor days is calculated as 365 days divided by debtor turnover ratio. Debtor turnover ratio is calculated as revenue from
operations divided by average debtor, where average debtor is the average of opening and closing debtors as disclosed in the
Restated Consolidated Financial Information.
(3) Creditor payable days is calculated as 365 days divided by creditor turnover ratio. Creditor turnover ratio is calculated as total
purchases divided by average creditor, where average creditor is the average of opening and closing creditors as disclosed in the
Restated Consolidated Financial Information.

We have experienced an increase in our inventory days and creditor payable days in the last three Fiscals and nine
months ended December 31, 2023, on account of us signing up large independent power producer customer orders
for solar modules where delivery timeline commitments are more stringent. In order to address volatility in prices
with the intention of protecting our margins, we have sourced and stocked certain key raw material components
which can significantly impact our overall margins against these large orders. As we pursue our growth plan, we
may be required to raise additional funds by incurring further indebtedness or issuing additional equity to meet
our capital expenditures in the future. There can be no assurance that we will generate sufficient cash flows or be
able to borrow funds in a timely basis, or at all, to meet our working capital and other requirements, or to pay our
debt, which could materially and adversely affect our business and results of operations.

14. Our business has grown rapidly in recent periods, and we may not be able to sustain our rate of growth
in the future.

Our business has grown rapidly in recent years. Set forth below are details of our total income, EBITDA and
EBITDA Margin in the corresponding periods:

For the nine

months ended
Fiscal 2021 Fiscal 2022 Fiscal 2023
Particulars December 31,
2023
(₹ million, except percentages)
Total income 7,362.35 7,670.33 14,632.12 20,327.62
EBITDA(1) 884.66 537.38 1,128.81 3,088.57
EBITDA Margin(2) 12.02% 7.01% 7.71% 15.19%

Notes:
(1)
EBITDA is calculated as restated profit for the year / period plus tax, finance cost, depreciation, and amortization, less share of
profit / loss from associates.
(2)
EBITDA Margin is calculated as EBITDA divided by total income. Total income is calculated as revenue from operations and other
income.

42
Factors contributing to our recent rapid growth include (i) the establishment of a fully integrated 500 MW capacity
solar cell line and 750 MW capacity solar module line in Unit II in 2021, (ii) increases in the installed capacities
of our solar cell and module lines in Unit II by 250 MW and 150 MW, respectively, in 2022 and a further increase
in the installed capacity of our solar module line in Unit II by 50 MW in 2023, (iii) the addition of a 1,250 MW
capacity solar cell line in Unit III in 2023 and (iv) the establishment of a 1,600 MW capacity solar module line in
Unit IV in 2023. For more details, see “Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Results of Operations Based on our Restated Consolidated Financial Information” on
page 374.

Notwithstanding the above, we may not be able to sustain historical growth rates for various reasons beyond our
control. Achieving success in executing our growth strategy is contingent upon, among other factors: our ability
to source for materials at cost-effective prices; accurately prioritizing geographic markets for entry; employing
and retaining skilled employees; bidding for and winning projects on acceptable terms; obtaining cost-effective
financing needed for our expansion plans, which includes our plans for backward integration into ingot-wafer
manufacturing; negotiating favorable payment terms with customers and entering into contractual arrangements
that are commercially acceptable to us; continued availability of economic incentives; and ability to adapt to new
cell and module technologies that offer lower levelized cost of energy than our current technologies.

As we expand our manufacturing operations into new overseas markets, we also expect to encounter regulatory
and capital financing challenges. These factors may restrict our ability to take advantage of market opportunities,
execute our expansion plans successfully, respond to competitive pressures and maintain our historical growth
rates.

15. Our business is dependent on the regulatory and policy environment affecting the renewable energy sector
in India.

The regulatory and policy environment in which we operate is evolving and subject to change. Our business and
operations are governed by various laws and regulations, including the Electricity Act, 2003, environmental and
labor laws and other legislations enacted by the GoI and the relevant state governments in India. Under the
Approved Models and Manufacturers of Solar Photovoltaic Modules (Requirement for Compulsory Registration)
Order, 2019, we are required to mandatorily source PV cells only from the models and manufacturers included in
the Approved List of Models and Manufacturers (“ALMM”) which is a list of eligible models and manufacturers
complying with BIS standards, which are eligible for use in government / government assisted projects under
government schemes and programs installed in the country, including projects set-up for sale of electricity to the
government under the “Guidelines for Tariff Based Competitive Bidding Process for Procurement of Power from
Grid Connected Solar PV Power Projects” dated August 3, 2017 and the amendments thereof. We are additionally
required to source solar PV cells from domestic sources under the terms of MNRE schemes such as Central Public
Sector Undertaking (“CPSU”) Scheme Phase-II, Pradhan Mantri Kisan Urja Suraksha evam Utthan Mahabhiyan
scheme 2019 (“PM-KUSUM Scheme”), and Grid-Connected Solar Rooftop Programme Phase-II. We are also
subject to imposition of basic customs duty under the Customs Act, 1962 of 25% on solar cells and 40% on
modules with effect from April 1, 2022. For further details, see “Key Regulations and Policies in India” on page
236.

Further, our business is dependent in part on GoI and state government policies such as the National Electricity
Policy, 2005, Integrated Energy Policy, 2006 and National Tariff Policy, 2016, that support renewable energy,
particularly solar energy, and enhance the economic feasibility of developing solar energy projects. The GoI and
several state governments in India provide incentives that support the generation and sale of solar energy, and
additional legislation is regularly being considered that could enhance the demand for solar energy and obligations
to use renewable energy sources.

We benefit from a number of government and other incentives in relation to renewable power generation and
transmission. Some of the key incentives that benefit the solar energy industry in India, and consequently our
business, include preferential tariffs for solar power assets under long-term power purchase agreements;
preferential charges on transmission, wheeling and banking facilities; M-SIPS and SPECS; tax incentives; and
availability of accelerated depreciation for solar power assets.

Any change in policy that results in the curtailment of renewable energy generation may have an adverse effect
on our business. If government authorities do not continue supporting, or reduce or eliminate their support for, the
development of solar energy projects and products in India, and in particular requiring solar cells and modules to

43
be manufactured in India, this may have a material and adverse effect on business prospects for our solar cells and
modules, and consequently our financial performance.

16. We incurred losses in Fiscals 2022 and 2023 and any similar losses in the future may adversely affect our
business, financial condition and cash flows.

As per our Restated Consolidated Financial Information, we incurred restated losses in Fiscal 2022 and Fiscal
2023 as follows.

Nine months
ended
Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023
December 31,
2023
(₹ million)
Restated profit / (loss) for the period / year 258.07 (144.08) (133.36) 1,274.02

We recorded losses in Fiscal 2022 primarily due to a delay in the stabilization and process set up of our cell line
at our Unit II manufacturing facility on account of unavailability of specialized engineers from China who were
required for certain installation and process stabilization activities at the facility, as they could not undertake
timely travel to our facility in India as a result of travel restrictions between the two countries. We also offered
products at discounted rates pending stabilization of the cell line at Unit II, which further impacted our profitability
during the period. We recorded losses in Fiscal 2023 partly due to an increase in cost of material consumed due
to volatility in raw material prices that was driven by supply chain disruptions owing to severe COVID-related
restrictions imposed in China. We also upgraded our cell manufacturing line in Unit II in Fiscal 2023, leading to
temporary suspension for reconfiguring tools that resulted in reduced production volumes, which led to reduced
sales and further impacted our profitability. For further information, see “Management’s Discussion and Analysis
of Financial Condition and Results of Operations – Results of Operations Based on our Restated Consolidated
Financial Information” on page 374. Any similar losses in the future may adversely affect our business, financial
condition and cash flows.

While we believe these losses resulted on account of the factors mentioned above, there can be no assurance that
we will not face similar factors in the future and if we continue to incur losses, the market price of our Equity
Shares may decline. Moreover, certain of our Subsidiaries have also incurred losses in the past. For further
information, see “Risk Factors – Certain of our Subsidiaries have incurred losses in the last three Fiscals and
the nine months ended December 31, 2023, and any similar losses in the future may adversely affect our
business, financial condition and cash flows” on page 44.

In addition, our costs may increase over time, which may also result in us incurring losses in the future. We have
expended and expect to continue expending financial and other resources on technological investments,
infrastructure and our staff, among other initiatives and as such, there can be no assurance that we will not incur
higher costs in the future. If we are unable to successfully address the factors highlighted above or if we are unable
to produce adequate revenue growth and manage our expenses and cash flows, we may continue to incur
significant losses in the future, which could adversely affect our ability to, among others, pay our debts in a timely
manner, finance proposed business expansions or investments or fund our operations. Any of the foregoing could
adversely affect our business, cash flows, financial condition and results of operations.

17. Certain of our Subsidiaries have incurred losses in the last three Fiscals and the nine months ended
December 31, 2023, and any similar losses in the future may adversely affect our business, financial
condition and cash flows.

Certain of our Subsidiaries have incurred losses in the last three Fiscals and the nine months ended December 31,
2023. The details of profit / (loss) before tax of such Subsidiaries are set forth in the table below:

For the nine

months ended
Subsidiary Fiscal 2021 Fiscal 2022 Fiscal 2023
December 31,
2023
(in ₹ million)
Premier Energies Photovoltaic Private Limited (43.52) (417.34) (292.69) 2,090.58

44
 For the nine
months ended
Subsidiary Fiscal 2021 Fiscal 2022 Fiscal 2023
December 31,
2023
Premier Energies International Private Limited (1) —(1) (1.84) (21.76) (284.29)
Premier Photovoltaic Gajwel Private Limited (1.23) (6.57) 7.41 1.79
Premier Photovoltaic Zaheerabad Private Limited (0.05) (1.04) (0.36) (0.47)
Premier Energies Global Environment Private Limited —(2) (5.23) (1.50) (4.67)
Premier Solar Powertech Private Limited 64.40 4.47 64.45 (20.90)
IBD Solar Powertech Private Limited(3) — (0.34) (0.61) (0.04)

Note:
(1) PEIPL was not a subsidiary in Fiscal 2021.
(2) PEGEPL was incorporated on April 5, 2021 i.e. not in Fiscal 2021.
(3) IBD Bangladesh has filed for voluntary winding up with the Office of Registrar of Joint Stock Companies and Firms under the
Companies Act, 1994, Bangladesh.
(4) During the fiscal year ended March 31, 2023, our Company incorporated a wholly-owned subsidiary, Premier Energies
Photovoltaic LLC, in the United States of America. As of December 31, 2023, the subsidiary has yet to commence operations.

We cannot assure you that our Subsidiaries will not incur losses in the future, or that such losses will not adversely
affect our reputation or our business.

18. We have had negative cash flows in prior periods and may continue to have negative cash flows in the
future.

We experienced the cash flows, both positive and negative, set forth in the table below for the year / period
indicated.

As of March 31, As of
December
Particulars 2021 2022 2023
31, 2023
(₹ million)
Net cash flow
Net cash flow from / (used in) operating activities (A) 2,368.78 49.64 366.85 (394.58)
Net cash flow used in investing activities (B) (3,527.94) (2,179.31) (3,038.75) (4,053.16)
Net cash flow from financing activities (C) 1,091.39 2,786.12 2,516.61 5,965.81
Net increase / (decrease) in cash and cash equivalents (67.77) 656.45 (155.29) 1,518.07
(A+B+C)
Cash and cash equivalents at the beginning of the period / 212.31 144.54 800.99 645.70
year
Cash and cash equivalents at the end of the period / year . 144.54 800.99 645.70 2,163.77

Such negative cash flows from operating activities for the nine months ended December 31, 2023 were mainly
attributable to an increase in inventories and trade receivables and a decrease in financial liabilities and other
current liabilities. Negative cash flows from investing activities for the three Fiscals and the nine months ended
December 31, 2023 were mainly attributable towards purchases of property, plant and equipment, including
intangible assets, capital work-in-progress and capital advances and investment in mutual funds.

Negative operating cash flows over extended periods, or significant negative cash flows in the short term, could
materially impact our ability to operate our business and implement our growth plans. As a result, our cash flows,
business, future financial performance and results of operations could be materially and adversely affected. For
further details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations
– Liquidity and Capital Resources” on page 385.

19. We intend to utilize a portion of the Net Proceeds for funding our capital expenditure requirements in
relation to the expansion of our manufacturing capacities in the form of a 4 GW TOPCon cell line and 4
GW solar module line which may be subject to the risk of unanticipated delays in implementation, cost
overruns and other risks and uncertainties.

We intend to utilize a portion of the Net Proceeds towards investment in our Subsidiary PEGEPL for part-
financing the Project. The total estimated cost of setting up the Project is ₹34,642.75 million of which we propose
to deploy a sum of ₹11,687.38 million from the Net Proceeds. See “Objects of the Offer” on page 119. We cannot

45
assure you that we will be able to complete the construction of the Project within the expected estimated cost and
on time which may result into cost escalations and time overruns.

The Project will require us to acquire plant and machinery and undertake certain construction works. While we
have procured quotations from various vendors, we have not placed firm orders for undertaking such construction
work and supply of plant and machinery in relation to the Project. The quotations we have received are valid for
a certain period of time and may be subject to revisions, and other commercial and technical factors. We cannot
assure you that we will be able to undertake the Project within the cost indicated by such quotations or that there
will not be cost escalations. We have also estimated the requirement of the construction work, plant and machinery
and other ancillary expenses for the Project based on a project cost vetting report by RCT Solutions GmbH. See
“Objects of the Offer” and “Risk Factors – We have not entered into any definitive arrangements to utilize
certain portions of the Net Proceeds of the Offer. Our funding requirements and deployment of the Net
Proceeds of the Offer are based on management estimates and a project cost vetting report from RCT Solutions
GmbH and have not been independently appraised. Our management will have broad discretion over the use
of the Net Proceeds” on pages 119 and 39, respectively. In the event of any delay in placing the orders, or an
escalation in undertaking such construction work and procuring the plant and machinery or in the event the
vendors are not able to provide the equipment in a timely manner, there could be time and cost overruns which
may consequently have a material adverse effect on our business, results of operations and financial condition.
Further, if we are unable to procure the requisite materials from the vendors from whom we have procured
quotations, we cannot assure you that we may be able to identify alternative vendors in a timely manner to provide
us with the materials which satisfy our requirements at acceptable prices. Our inability to undertake construction
work and procure plant and machinery at acceptable prices or in a timely manner, may result in an increase in the
Project cost, the proposed schedule implementation and deployment of the Net Proceeds may be extended or may
vary accordingly, thereby resulting in an adverse effect on our business, prospects and results of operations.
Further, the completion of the proposed Project is also dependent on the performance of external agencies which
are responsible for, inter alia, undertaking construction work, installation and commissioning of machinery and
supply and testing of equipment. If the performance of these agencies is inadequate, it may result in incremental
cost and time overruns which could adversely affect our business and results of operations. For instance, we have
in the past experienced a delay in commencement of operations at our solar cell line in Unit II on account of
unavailability of specialized engineers from China who were required for certain installation and stabilization
functions at the facility, and who could not undertake timely travel to our facility in India as a result of travel
restrictions between the two countries. Any similar delays in the future caused by events beyond our control may
affect our ability to complete the proposed Project in accordance with the proposed schedule of implementation,
which could have an adverse impact on our growth, prospects, cash flows and financial condition.

The proposed Project will also require us to obtain various approvals. For further details, see “Objects of the Offer
– Details of the Objects of the Fresh Issue – Investment in our Subsidiary, PEGEPL for part-financing the
establishment of a 4 GW Solar PV TOPCon Cell and 4 GW Solar PV TOPCon Module manufacturing facility
in Hyderabad, Telangana, India – Government Approvals” on page 129. In the event of any unanticipated delay
in receipt of such approvals, the proposed schedule of implementation and deployment of the Net Proceeds may
be extended or varied accordingly. Expanding our current operations can be risky and expensive, and we cannot
assure you that we may be successful in meeting the desired cost efficiencies and any consequent growth in our
business. Our inability to procure such approvals or machinery and equipment at acceptable prices or in a timely
manner may result in an increase in capital expenditure and/or in the extension of the proposed schedule
implementation and deployment of Net Proceeds.

20. Information relating to the annual installed capacity, effective installed capacity, actual production and
utilization of our manufacturing facilities included in this Draft Red Herring Prospectus are based on
certain assumptions and estimates and future production and capacity may vary.

The information relating to the annual installed capacity, effective installed capacity, actual production and
utilization of our manufacturing facilities for the years / periods indicated are based on various assumptions and
estimates that have been taken into account by us. These assumptions and estimates include standard capacity
calculation practice in the solar cell and module industry, including with respect to the period during which our
manufacturing facilities operate in such period and the average efficiency of solar cells and modules to be
manufactured during such period. For further information, see “Our Business – Our Business Operations –
Capacity and Capacity Utilization” on page 221.

Furthermore, the requirements of our customers are not restricted to one type of product and therefore variations
in demand for certain types of products also requires us to make certain changes in our manufacturing processes,

46
thereby affecting our production schedules. We often increase capacity to meet the anticipated demand of our
customers or significantly reduce production of certain products depending on potential orders. Certain products
require less process time whereas certain products require more process time in the same manufacturing set-out
that we have installed. Accordingly, actual production levels and utilization rates may differ from the annual
installed capacity and effective installed capacity of our manufacturing facilities. Undue reliance should therefore
not be placed on our historical annual installed capacity, historical effective installed capacity, actual production
and utilization information for our existing manufacturing facilities included in this Draft Red Herring Prospectus.

21. Under-utilization of our manufacturing capacities and an inability to effectively utilize our expanded and
proposed manufacturing capacities could have an adverse effect on our business, prospects, financial
performance and cash flows.

Our ability to maintain our profitability depends, among other factors, on our ability to optimize the product mix
to support high-efficiency solar cells and modules with higher margins with consistent long-term demand; and the
demand and supply balance of our products in our existing and target markets. In particular, the level of our
capacity utilization can impact our operating results. The changes in demand for our products could reduce our
ability to accurately estimate future customer requirements, make it difficult to schedule production and lead to
over production and utilization of our manufacturing capacity for a particular product. The requirements of our
customers are not restricted to one type of product and therefore variations in demand for certain types of products
also requires us to make certain changes in our manufacturing processes, thereby affecting our production
schedules. This may lead to overproduction of certain products and underproduction of some other products,
resulting in a mismatch of capacity and capacity utilization. Any such mismatch leading to under-utilization of
our manufacturing facilities could adversely affect our business, results of operations, financial condition and cash
flows.

Our proposed expansion and backward integration plans are based on demand forecasts that are subject to various
assumptions, including product trends in the industry, weather conditions and seasonality in the industry, and end-
customer preferences, that are based on prevailing economic conditions. Adequate utilization of our expanded
manufacturing capacities is therefore subject to various factors beyond our control and in case of oversupply in
the industry or lack of demand, we may not be able to utilize such capacities in an efficient manner. The success
of any capacity expansion and backward integration plans and expected return on investment on capital invested
is subject to, among other factors, the ability to procure requisite regulatory approvals in a timely manner; recruit
and ensure satisfactory performance of personnel to further grow our business; and the ability to absorb additional
infrastructure costs and develop new expertise, all of which affect our ability to utilize the expanded capacities as
anticipated. Also see “Risk Factors – Implementing our growth strategy and our business operations will
depend on our ability to maintain access to multiple funding sources on acceptable terms” on page 51.

The following table sets forth certain information relating to our Company’s historical capacity utilization for
solar cells and solar modules, calculated on the basis of effective installed capacity for the relevant fiscal period
and actual production in such fiscals / periods as calculated below. See “Our Business – Our Business Operations
– Capacity and Capacity Utilization” on page 221.

Unit As of / For the As of / For the As of / For the As of / For the

Financial Year Financial Year Financial Year nine months
ended March ended March ended March ended
31, 2021 31, 2022 31, 2023 December 31,
2023
Unit I
Solar Module
Annual installed capacity(1) (MW) 470 470 470 260(5)
Effective installed capacity(2) (MW) 400 400 400 173
Actual production(3) (MW) 185.91 140.86 93.42 39.13
Capacity utilization(4) (%) 46.48 35.22 23.36 22.68

Unit II
Solar Cell
Annual installed capacity(1) (MW) Not 500 750 750
Effective installed capacity(2) (MW) commissioned 309 560 420
Actual production(3) (MW) 110.30 227.70 390.23
Capacity utilization(4) (%) 35.77 40.66 92.91

47
 Unit As of / For the As of / For the As of / For the As of / For the
Financial Year Financial Year Financial Year nine months
ended March ended March ended March ended
31, 2021 31, 2022 31, 2023 December 31,
2023
Solar Module
Annual installed capacity(1) (MW) Not 750 900 1,400
Effective installed capacity(2) (MW) commissioned 500 740 855
Actual production(3) (MW) 93.07 394.6 602
Capacity utilization(4) (%) 18.61 53.33 70.41

Unit III
Solar Cell
Annual installed capacity(1) (MW) Not Not Not 1,250
Effective installed capacity(2) (MW) commissioned commissioned commissioned 157
Actual production(3) (MW) 99.37
Capacity utilization(4) (%) 63.43

Unit IV
Solar Module
Annual installed capacity(1) (MW) Not Not Not 1,600
Effective installed capacity(2) (MW) commissioned commissioned commissioned 0
Actual production(3) (MW) 0
Capacity utilization(4) (%) 0

Unit V
Solar Module
Not Not Not Not
Annual installed capacity(1) (MW) commissioned commissioned commissioned commissioned

Total Capacity and Utilization

Solar Cell
Annual installed capacity(1) (GW) 0 0.50 0.75 2.00
Effective installed capacity(2) (GW) 0 0.31 0.56 0.58
Actual production(3) (GW) 0 0.11 0.23 0.49
Capacity utilization(4) (%) — 35.77 40.66 84.90

Solar Module
Annual installed capacity(1)(6) (GW) 0.47 1.22 1.37 3.26
Effective installed capacity(2) (GW) 0.40 0.90 1.14 1.03
Actual production(3) (GW) 0.19 0.23 0.49 0.64
Capacity utilization(4) (%) 46.48 25.99 42.81 62.40

*As certified by RBSA Advisors LLP, Chartered Engineers pursuant to their certificate dated April 19, 2024.

Notes:
(1) The annual installed capacity of a manufacturing plant is the maximum amount of production that a company can achieve in a year,
assuming that all machines are running at full speed, 330 days a year. It is determined after taking into account the product which has
the maximum power output and can be produced in the specific production line.
(2) The effective installed capacity of a manufacturing plant is the actual amount of production that a company can achieve in a year,
assuming that all machines are running at full speed, 330 days a year. It is determined after taking into account the product which is
currently being manufactured in the specific production line (“Effective Installed Capacity”). Please note that the installed capacity
for Fiscal 2023 is adjusted on account of addition of capacity during the year. The following assumptions and observations can be
considered while deriving the Effective Installed Capacity:
• Unit I – PEL: Annual installed capacity is based on the maximum power output i.e. 385W solar PV module. Effective installed capacity
is based on the current product manufactured by the company i.e. 335W solar PV module.
• Unit II – PEPPL: Annual installed capacity is based on the maximum power output i.e. 670W solar PV module. Effective installed
capacity is based on the current product manufactured by the company i.e. 550W solar PV module. Please note that the installed capacity
for Fiscal 2023 is adjusted on account of addition of capacity during the year. The capacity utilization is calculated based on the
proportion of the installed capacity that was being used.
• Unit III – PEIPL: Annual installed capacity is based on the maximum power output i.e. maximum cell size i.e. 210mm x 210mm solar
PV cell. Effective installed capacity is based on the current product manufactured by the company i.e. cell size 182mm x 182mm solar
PV cell. The capacity utilization is calculated based on the proportion of the installed capacity that was being used.
• Unit IV – PEIPL: Annual installed capacity is based on the maximum power output i.e. 670W solar PV module.
• Unit V – PEGEPL: Annual installed capacity is based on the maximum power output i.e. 330W solar PV module.

48
(3) Actual production refers to the tangible outcome of a facility’s operations within a specified time frame, reflecting the quantity of goods
or services generated.
(4) Capacity utilization in a manufacturing plant is a metric that measures how much of a factory’s production capacity is being used. It is
a ratio that compares the potential output to the actual output. Capacity utilization has been calculated based on actual production
during the relevant fiscal year / period divided by the aggregate effective installed capacity of relevant manufacturing facilities as of the
end of the relevant fiscal year / period. In the case of capacity utilization for the nine months ended December 31, 2023, the capacity
utilization has been calculated by dividing the actual production for the period pro-rata annualized effective installed capacity.
(5) Reduced the installed capacity of the solar module line in Unit I by 210 MW in 2023.
(6) Our Company has currently a 100 MW capacity line which was commissioned on March 12, 2024, taking the total solar module
production capacity to 3.36 GW.

These rates are not indicative of future capacity utilization rates, which is dependent on various factors, including
demand for our products, product mix, availability of materials and components, our ability to manage our
inventory and improve operational efficiency. Under-utilization of our manufacturing capacities over extended
periods, or significant under-utilization in the short-term, could materially and adversely impact our business,
growth prospects and future financial performance.

22. Counterparties to our agreements may not fulfil their obligations, which could have a material adverse
effect on our business, prospects, financial condition, results of operations and cash flows.

We have entered into certain agreements with counterparties in relation to, among others, joint ventures and off-
take arrangements. For example, we have entered into a joint venture arrangement which requires our joint venture
counterparty to lock-in their shareholding in the joint venture entity until the completion of certain events. In the
event further capital infusion is required to meet any capital call / infusion events like business loss, additional
capital expenditure to meet requirements of the existing line, upgradation or improvements, and our joint venture
counterparty is unable make such contributions, our Company may have to infuse additional and unexpected
capital to meet the aforementioned exigencies which could impact our Company’s financial condition. We have
also entered into a four year module supply agreement with an Indian renewable power producer for the supply
of up to 600 MW of solar modules per fiscal year with minimum off take of 300 MW per annum with effect from
April 1, 2026. In the event the counterparty to this agreement is unable or unwilling to fulfil their contractual
obligations thereunder by, for example, not taking the minimum quantum of solar modules per annum or providing
the equivalent value thereof, our business, prospects, financial condition, results of operations and cash flows
could be materially and adversely affected.

We generate electricity income pursuant to long-term offtake agreements entered into with state government
entities. While we typically offer credit periods, there may be delays associated with collection of receivables
from government-owned or government-controlled entities due to the financial condition of these entities. For
instance, as of February 29, 2024, payments owed to us under our offtake agreements for 15.5 MW of solar energy
were delayed by two months beyond the credit period and for 5 MW of solar energy were delayed by three months
beyond the credit period. Such payment delays could result in deferred payments to the lenders financing these
projects. Although central and state governments in India have taken steps to improve the liquidity, financial
condition and viability of state electricity distribution utility companies in recent years, there can be no assurance
that our off takers will have the resources to pay on time or at all. We also have offtake agreements in respect of
solar module supply. In the event our counterparties are unable or unwilling to fulfil their contractual obligations
under the relevant offtake agreements, refuse to accept delivery of power or goods delivered thereunder or
terminate our agreements prior to their expiration, our business, prospects, financial condition, results of
operations and cash flows could be materially and adversely affected. Furthermore, it may be difficult to bring
actions against customers that are, or are controlled by, government entities. Also, some of our projects or our
counterparties may be subject to legislative or other political actions that may impair their contractual
performance.

23. We have in the past entered into a number of related party transactions and may continue to enter into
related party transactions that may involve conflicts of interest.

In the ordinary course of our business, we enter into and will continue to enter into transactions with related
parties. These transactions include remuneration to Directors and Key Managerial Personnel and transactions with
Subsidiaries in which certain Key Managerial Personnel have significant influence. While we believe that all such
transactions have been conducted on an arm’s length basis, we cannot assure you that we might have obtained
more favorable terms had such transactions been entered into with unrelated parties. While we will conduct all
related party transactions post-listing of the Equity Shares subject to the Board’s or Shareholders’ approval, as
applicable, and in compliance with the applicable accounting standards, provisions of Companies Act, 2013, as
amended, provisions of the SEBI Listing Regulations and other applicable law, such related party transactions

49
may potentially involve conflicts of interest. Our Company will endeavor to duly address such conflicts of interest
as and when they may arise, however, we cannot assure you that such transactions, individually or in the aggregate,
may not involve potential conflict of interest which will not have an adverse effect on our business, results of
operations, cash flows and financial condition. Furthermore, it is likely that we may enter into related party
transactions in the future. While no such instance has occurred in the past, related party transactions may
potentially involve conflicts of interest which may be detrimental to and have an adverse impact on our Company.
In respect of loans or advances that our Company and Subsidiaries provide to related parties, there can be no
assurance that we will be able to recover all or any part of such loans or advances which, if unrecoverable, may
have an adverse effect on our business, results of operations, cash flows and financial condition.

For further details on our related party transactions, see “Summary of the Offer Document – Summary of Related
Party Transactions” and “Restated Consolidated Financial Information – Notes forming part of the Restated
Consolidated Financial Information – Note 43 - Related Party Disclosures” on pages 26 and 335, respectively.

24. An inability to produce quality products that addresses the needs of our customers or adopt new solar
technologies and in an effective and timely manner may adversely affect our business, results of operations
and cash flows.

Our business depends on our ability to adopt new solar technologies, develop products that addresses the needs
of our customers and deliver quality products to our customers. We may be required to make significant capital
investment to adopt evolving technologies for our products. Our competitors may develop production technologies
that enable them to produce solar cells and solar modules with higher conversion efficiencies at a lower cost than
our current and proposed products. The technologies developed or adopted by our competitors for related solar
products may prove more advantageous than ours for commercialization and may render our products obsolete or
unable to compete with such products. As a result, we may need to make significant capital investment to maintain
our market position, and effectively compete in the future.

We may experience difficulties with the quality of our products, or introduction of new products. An inability to
further refine and enhance our products to adapt to or keep pace with evolving technologies and industry standards
could cause our products to become uncompetitive or obsolete. In addition, there is no assurance that our new
products will be successful in gaining market acceptance. If our products do not deliver reliable results, or if we
fail to introduce products that meet customer preferences in a timely and cost-effective manner, we may fail to
retain our existing customers and increase demand for our products. Under certain of our arrangements with our
customers, in the event we are unable to replace any rejected product within the stipulated time or deliver the
product within the stipulated time, the product shall be payable at a discounted rate of the replacement product or
we may have to pay liquidated damages to the customer. The development of new solar products may require
substantial investment, and we can provide no assurance that such investment will be successful. We make
incremental investments to adapt evolving technologies to both existing equipment as well as planned capacity
expansion. If customers do not widely adopt our products, we may not be able to realize a return on our investment
and our business prospects and financial condition performance may be adversely impacted.

In addition, the cost of upgrading our manufacturing capacities or implementing new technologies, replacing
existing equipment or expanding our manufacturing capacity to accommodate technology advancements in the
manufacture of solar modules, solar cells or ingot-wafers could be significant, and may adversely affect our
financial performance if we are unable to pass on such costs to our customers. Failure to respond to current and
future technological changes in an effective and timely manner may adversely affect our business prospects and
financial performance.

25. An inability to accurately forecast demand or price for our products and manage our inventory may
adversely affect our business, results of operations, financial condition, and cash flows.

Our business depends on manufacturing decisions made in advance based on our estimate of the demand for our
products from customers taking into account historical trends. If we overestimate demand for our products, we
run the risk of purchasing more materials than necessary, which could expose us to risks and costs associated with
prolonged storage of some of these materials, and materially affect our results of operations. Conversely, if our
customers place orders for greater quantities of products compared to their historical requirements, we may not
be able to adequately source the necessary materials in a timely manner, and may not have the required available
manufacturing capacity or inventory of raw materials to meet such demand, leading to loss of business. In addition,
if all or a significant number of our suppliers for any particular material are unable or unwilling to meet our
requirements or our estimates fall short of the demand, we could suffer shortages or significant cost increases. For

50
instance, to meet the sudden increase in demand for our products once the COVID-19 related restrictions ceased,
we had to source greater quantities of raw material in a short period of time. Given this was experienced across
the industry, there was a significant increase in raw material costs and shipping / transportation expenses. While
most of our customer contracts account for increases in raw material costs on a pass-through basis, prolonged
supply disruptions could exert pressure on our costs, and there can be no assurance that all or part of any increased
costs can be passed along to our customers in a timely manner or at all, which could adversely impact our business,
prospects and financial performance. For completeness, some of our customer contracts in relation to smaller
orders do not account for increases in raw material costs and in these instances, we typically absorb such increases.

The table below sets forth details of our inventory turnover ratio as of the dates indicated:

As of March 31, As of
December 31,
Particulars 2021 2022 2023
2023
Inventory turnover ratio(1) 6.03 4.20 2.76 2.11
Note:
(1) Inventory turnover ratio is calculated as cost of goods sold divided by average inventory; where cost of goods sold is computed by
combining the values of cost of material consumed, purchase of stock-in-trade and changes in inventories of finished goods and
work-in-progress, as disclosed in the Restated Consolidated Financial Information, and average inventory is the average of
opening and closing inventory as disclosed in the Restated Consolidated Financial Information.

26. Implementing our growth strategy and our business operations will depend on our ability to maintain
access to multiple funding sources on acceptable terms.

The expansion plans in connection with the Project will be funded partly by the proceeds of the Fresh Issue,
internal accruals and partly through financing arrangements. As of April 18, 2024 our Company has deployed
₹660.37 million towards establishing the Project, including towards the acquisition of land and certain term loan
charges. For further details, see “Objects of the Offer – Proposed schedule of implementation and utilization of
Net Proceeds” on page 119.

While we have historically funded our capital requirements primarily through a mix of equity, corporate debt and
project financing, there can be no assurance that we will be able to continue to obtain adequate financing for our
strategic business initiatives or that we will be able to obtain attractive rates and terms associated with such
financing. Any future expansion plans may also require significant capital expenditure. Any significant change to
our growth strategy could also impact our future financial performance. In addition, rising interest rates could
adversely impact our ability to secure financing on favorable terms and may result in an increase in our cost of
capital.

27. Any defects or deficiencies in our products may cause us to incur additional expenses and warranty costs,
damage our reputation and cause our sales to decline.

Our products may contain defects that remain undetected until after they have been shipped to and/or inspected
by our customers. Our solar modules are sold, depending on model, with a 10 to 12 year warranty for product
manufacturing defects and a 25 to 30 year warranty relating to output performance. If a manufacturing defect is
discovered during the warranty period, we are obligated under the warranty to either repair or replace the solar
module or extend a refund for the defective solar module without any charge. We may incur significant repair and
replacement costs associated with any such warranty claims. As we continue to expand our operations and increase
our sales in new and existing markets, our exposure to warranty claims will increase.

The table below sets forth our warranty provisions created (reversed) during the period / year end and provisions
for warranty as of period / year end as a percentage of our revenue from operations for the year / period indicated:

As at December 31 /
As at March 31 / As at March 31 / As at March 31 / For the nine months
Fiscal 2021 Fiscal 2022 Fiscal 2023 ended December 31,
2023
Percentage Percentage Percentage Percentage
of revenue of revenue of revenue of revenue
Particulars Amount Amount Amount Amount
from from from from
operations operations operations operations

51
 As at December 31 /
As at March 31 / As at March 31 / As at March 31 / For the nine months
Fiscal 2021 Fiscal 2022 Fiscal 2023 ended December 31,
2023
(₹ (₹ (₹ (₹
(%) (%) (%) (%)
million) million) million) million)
Warranty provision 54.60 0.78 (37.31) (0.50) (24.98) (0.17) 85.00 0.42
(reversal) for the
period/ year
Provisions as of 339.12 4.83 294.89 3.97 269.92 1.89 354.92 1.76
period/ year

In addition, we are exposed to product liability claims in the event that the use of our products results in property
damage or personal injury, whether as a result of product malfunctions, defects, improper installations or other
causes. Even if these claims are ultimately dismissed, we will be required to produce evidence to defend or deny
such allegations, and may be compelled to become party to litigation, which may strain our resources and divert
the attention of our management. Any successful assertion of a product liability claim against us could result in
significant monetary damages and require us to make significant payments.

Furthermore, we obtain product liability insurance coverage only for customers that are willing to bear the
premium for such policy. In the event of claims against uninsured products or if the coverage for insured products

is limited or inadequate to fully cover any product liability claim or damages awarded in relation thereto, we may
not have adequate resources to satisfy a judgment in the event of a successful claim against us. See “Risk Factors
– We may be subject to significant risks and hazards when constructing, operating and maintaining our
manufacturing facilities, for which our insurance coverage might not be adequate.” on page 62. In addition,
real or perceived product defects could cause significant damage to our market reputation resulting in decrease in
sales and market share. If there are too many instances of our products being defective, or if there is a perception
that our products are of substandard quality, we may incur substantial costs associated with returns or replacements
of our products, our credibility and market reputation could be harmed and our sales and market share may be
adversely affected.

28. We bid for engineering, procurement and construction (EPC) projects through a competitive bidding
process, and we may not be able to qualify for, compete or win such projects, which could adversely affect
our business prospects, cash flows and results of operations.

We bid for EPC projects through a competitive bidding process, where projects are awarded following a certain
process and satisfaction of prescribed qualification criteria such as past experience in handling similar projects.
We have also entered into O&M contracts in relation to such EPC projects. While the quality of products and
offerings, manufacturing capacity and performance, as well as reputation, experience and sufficiency of financial
resources are important considerations in such competitive bids, there can be no assurance that we would be able
to meet such qualification criteria, particularly for larger projects. We cannot assure you that we would submit a
bid in tenders where we have been pre-qualified or that our bids, when submitted or if already submitted, would
be accepted.

In addition, the government conducted tender processes may be subject to change in qualification criteria,
unexpected delays and uncertainties. There can be no assurance that the projects for which we bid will be tendered
within a reasonable time, or at all. We are not in a position to predict whether and when we will be awarded a new
contract. Projects awarded to us may also be subject to litigation by the unsuccessful bidders, which may result in
a delay in awarding of the projects and/or notification of appointed dates, for the bids where we have been
successful, which may result in us having to retain unallocated resources which, as a result, would adversely affect
our results of operations and financial condition. Further, we may be required to incur substantial expenditure,
time and resources in defending such litigation. While there have been no such instances in the last three Fiscals
and nine months ended December 31, 2023, any unsuccessful outcome in such proceedings may lead to the
termination of a contract awarded to us in the future, which could have a material adverse effect on our business,
revenue from operations and cash flows going forward.

The table below sets out information on bids for government tenders for the supply of solar modules and tenders
for our EPC solutions for the year/period indicated:

52
 For the nine
months
Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023 ended
December
31, 2023
Government tenders for solar modules
No. of bids submitted 0 1 0 2
No. of bids won 0 0 0 2
Total value of the bids won (₹ million) 0 0 — 23,036.58

Tenders for EPC solutions

No. of bids submitted 1 2 4 2
No. of bids won 1 1 4 0
Total value of the bids won (₹ million) 760.81 118.00 15,302.35 0

29. Our manufacturing facilities are located in the state of Telangana, India, which exposes our operations to
potential risks arising from local and regional factors which may adversely affect our operations and in
turn our business, results of operations and cash flows.

As of the date of this Draft Red Herring Prospectus, we operate through five manufacturing facilities, all of which
are situated on land that we own, in Hyderabad, Telangana, India. The manufacturing facility that we intend to
establish further to the Project will be located at UDL-5 Part at Industrial Park, Seetharampur, Ranga Reddy
District, Telangana, India. Given the geographic concentration of our manufacturing operations in one state, our
operations are susceptible to disruptions which may be caused by certain local and regional factors, including but
not limited to economic and weather conditions, natural disasters, demographic factors, and other unforeseen
events and circumstances. Apart from COVID-19 related operational restrictions that were imposed on our
facilities, we have not experienced any material disruption at any of our existing manufacturing facilities in the
last three Fiscals and the nine months ended December 31, 2023. If any such disruptions occur, our operations
may be affected leading to significant delays in the manufacturing and shipment of our products which could
materially and adversely affect our business, financial condition and results of operations.

30. We are dependent on third-party transportation providers for the transport of raw materials for our
manufacturing process and delivery of our finished products.

Our success depends on the transport of various raw materials and components to our manufacturing facilities
from our suppliers and of our finished products from our manufacturing facilities to our customers, which are
subject to various uncertainties and risks. We use third-party freight and transportation providers for the delivery
of raw materials to our manufacturing facilities and our finished products to customers. As a result, we cannot
completely control the operations of these third parties, and transportation strikes and widespread travel
restrictions such as those imposed on account of the COVID-19 pandemic, could have an adverse effect on the
supply and delivery of our products to our customers and raw materials from our suppliers to us. While we have
not faced any significant disruptions in the transportation services that we rely on or sudden increase in
transportation costs in the past three Fiscals and the nine months ended December 31, 2023, we cannot assure you
that such incidents will not occur in the future. In addition, such raw materials, components and finished products
may be lost or damaged in transit for various reasons including the occurrence of accidents or natural disasters or
failure by third parties to exercise care in handling our products.

In the event we fail to maintain a sufficient stock of raw materials and the delivery of such materials to us is
delayed, we may be unable to meet our orders in a timely manner or at all. Any such inability may result in loss
of sales opportunities that our competitors may capitalize on, thereby adversely affecting our business, financial
condition, results of operations, and cash flows. Any compensation received from insurers or third-party
transportation providers may be insufficient to cover the cost of any delays and may not repair the damage inflicted
on our relationships with our affected customers. Although we have not encountered any instances of material
delays except on account of COVID-19 related travel restrictions in Fiscals 2021 and 2022 and part of Fiscal
2023, we cannot assure you that we will not experience such delays in the future.

We may also be affected by an increase in fuel costs, as it will have a corresponding impact on freight charges
levied by our third-party transportation providers. We could be required to expend considerable resources in
addressing our distribution requirements, including by way of absorbing these excess freight charges in order to
maintain our selling price, which could adversely affect our results of operations, or passing these charges on to
our customers, which could adversely affect demand for our products.

53
31. Compliance with, and changes in, laws and regulations or stringent enforcement of existing laws and
regulations in the jurisdictions in which we operate may adversely affect our business, results of operations
and cash flows.

Our operations are subject to various regulatory and/or statutory requirements in the jurisdictions in which we
operate and require us to obtain certain approvals, registrations, permissions and licenses from regulatory
authorities in order to carry out our business, which may be subject to various conditions pertaining to, among
others, the use, handling, generation, processing, storage, transportation, and disposal of certain materials during
the manufacturing of our products. We have to obtain certain environmental permits in order to conduct our
business. These environmental laws and regulations are subject to changes from time to time especially in
connection with developments in climate change discussions and include those governing the discharge of
pollutants into the air and water, the use, management, and disposal of certain materials, the clean-up of work sites
and occupational health and safety. Further, our material approvals include our PESO license for storage of gases,
factories license, registration from the Bureau of Indian Standards, industrial entrepreneurs memorandum issued
by DPIIT, license for private bonded warehouse and consents to operate from the relevant pollution control board.
We have also applied for shops and establishments licenses in relation to certain of our branch offices, which are
yet to be received. For further information on the nature of approvals and licenses required for our business, see
“Government and Other Approvals” on page 404. If we fail to obtain some or all of these approvals or licenses,
or renewals thereof, in a timely manner or at all, or if we fail to comply with applicable conditions or it is claimed
that we have breached any such conditions, our license or permission for carrying on a particular activity may be
suspended or cancelled and we may not be able to carry on such activity or could be subject to fines and penalties,
all which could adversely affect our business, results of operations, cash flows and financial condition.

Additionally, expansion of our manufacturing facilities and backward integration measures may require obtaining
additional licenses, permits and approvals from statutory bodies. As we introduce backward integration measures
such as the manufacturing of ingot-wafers, even more stringent environmental, labor, health and safety and other
regulations will be applicable to us at local, state, national, and international levels such as regulations pertaining
to access to and the sustainable use of water. We cannot assure you that we will be able to obtain or renew such
approvals in a timely manner, or at all. If we fail to obtain or renew such licenses, approvals, registrations and
permits in a timely manner, our commissioning date for our expansion plans and backward integration plans may
be delayed, which could adversely affect our business and results of operations.

The quality of the products being manufactured by us is also open to independent verification by various
regulatory authorities in the markets we sell our products. These regulatory authorities may carry out inspections
of our manufacturing facilities, stores, equipment, machinery, manufacturing or other processes and sample checks
on any material or component in relation to our products at short notice or without notice. Such regulatory
authorities could impose fines or issue us show cause notices if the samples are not in conformity with the
prescribed quality norms. Although we have not faced any such issues in the past, there can be no assurance that
we will not be so penalized in the future. Failure to adhere to the quality norms prescribed by such regulatory
authorities could lead to a recall of our products or we may be liable to pay a penalty. Any such adverse order
could generate adverse publicity about us and our products, which could have a material adverse effect on our
business prospects and financial performance.

32. In the past, we failed to comply with certain provisions of the Foreign Exchange Management Act, 1999
and also with the Companies (Prospectus and Allotment of Securities) Rule, 2014, and had to compound
such non-compliances. We cannot assure you that there will be no such non-compliances in the future and
that our Company, Subsidiaries, our Directors or the directors of our Subsidiaries will not be subject to
any penalty or any additional payments.

Our Company issued and allotted equity shares on December 12, 2014, February 2, 2015, July 20, 2015 and
January 7, 2016 in violation of regulation 9(1)(A), regulation 9(1)(B) of the Foreign Exchange Management Act,
1999. Accordingly, a suo moto compounding application dated July 27, 2023, for compounding of the aforesaid
offence, was filed by our Company for the delay in filing the form FC-GPR beyond the prescribed period of 30
days from the date of issuance of shares. Further, the equity shares and convertible securities issued and allotted
by our Company upon its conversion from a private limited company to a public limited company on September
25, 2019 was in violation of Rule 9A(2) of the Companies (Prospectus and Allotment of Securities) Rule, 2014,
as amended, as certain equity shares held by our Promoters at the time were not in dematerialized form. In addition,
our Company had recorded a transfer of 4,242,880 equity shares held in physical form, violating Rule 9A(3) of
the Companies (Prospectus and Allotment of Securities) Rule, 2014, as amended. Accordingly, a suo moto

54
compounding application dated March 26, 2024 was filed by our Company, our Promoters Surender Pal Singh
Saluja and Chiranjeev Singh Saluja and certain other persons, for compounding of the aforesaid offences. See
“Capital Structure” on page 95.

While these offences have been compounded by the relevant adjudicating officers by way of an order dated April
1, 2024, we cannot assure you that there will be no such non-compliances in the future and that our Company,
Subsidiaries, our Directors or the directors of our Subsidiaries will not be subject to any penalty or any additional
payments.

33. Our Subsidiary, PSPPL, has availed certain unsecured borrowings which may be recalled by the lender
at any time.

One of our Associates, Brightstone Developers Private Limited has extended a loan facility in the nature of an
unsecured borrowing that is repayable on demand, to our Subsidiary PSPPL. As on February 29, 2024, the
outstanding amount of this borrowing stood at ₹21.08 million.

While this facility was extended in the ordinary course of business, in the event that the lender seeks repayment
of such unsecured borrowing, we may need to find alternative sources of financing, which may not be available
on commercially reasonable terms, or at all. Any such recall with respect to this facility or any unsecured
borrowing that we may avail in the future, may adversely affect our business, cash flows and financial condition.
While we have not faced any such instances where unsecured borrowings were recalled/ redeemed by lenders in
the last three Fiscals and nine months ended December 31, 2023, there can be no assurance that this will not occur
in the future. Also see “Financial Indebtedness” on page 398.

34. Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit
ratings or a poor rating may restrict our access to capital and thereby adversely affect our business,
financial conditions, cash flows and results of operations.

As of February 29, 2024, we have received a long-term credit rating of BBB+ and a short-term credit rating of A2
(reaffirmed) from CRISIL with respect to our borrowing facilities availed from lenders. An inability to secure
future financing on attractive terms or at all may adversely impact these strategic initiatives and our business
prospects. Credit ratings reflect the opinion of the rating agency on our management, track record, diversified
clientele, increase in scale and operations and margins, medium-term revenue visibility and operating cycle.

While we have not experienced downgrading in our credit ratings received recently, including in the last three
Fiscals and nine months ended December 31, 2023, any downgrade in our credit ratings or our inability to obtain
such credit rating in a timely manner or any non-availability of credit ratings, or poor ratings, could increase
borrowing costs, will give the right to our lenders to review the facilities availed by us under our financing
arrangements and adversely affect our access to capital and debt markets, which could in turn adversely affect our
interest margins, our business, results of operations, financial condition and cash flows.

35. The loss of accreditation for our manufacturing facilities and operations could damage our reputation,
business, results of operations and cash flows.

Our quality certifications and accreditations are critical for sales to our customers. We have obtained various
quality and process certifications including ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018. Our
manufacturing facilities and operating processes are also audited by third-party auditors. In the event we fail to
comply with the requirement of undergoing third-party audits, or fail our audits, we may be in breach of our
arrangements with certain customers. If we are unable to comply with the accreditation criteria or if such agencies
determine that we are not in compliance with the prescribed standards and norms, our existing accreditation may
be revoked or not renewed or we may not be granted new accreditations. To ensure continued accreditation with
such agencies, we must ensure consistency and maintain the quality of our products and our manufacturing
processes. If we lose one or more of our accreditations or certifications, our reputation and business prospects
may be adversely affected.

36. Our engineering, procurement and construction (EPC) contracts may include provisions permitting our
customers to terminate the agreement at their convenience.

Our EPC contracts may include provisions permitting our customers to alter the terms and conditions of the
contract through amendments, addendum and clarifications. In such circumstances, we are generally able to

55
recover revenue accrued until that time, but we do not recover the full payment that would otherwise have been
due to us under the contract upon completion. While none of our customers have cancelled any EPC contracts in
the past three Fiscals and nine months ended December 31, 2023, and from January 1, 2024 until the date of this
Draft Red Herring Prospectus, there may be such instances in the future and we may be unable to secure new
contracts on substantially similar terms, or if our customers use such termination rights as leverage to re-negotiate
the terms and conditions of the relevant EPC contract, including pricing terms, changes to the scope of work or
delivery schedule, this may materially and adversely affect our business, financial condition and results of
operations.

37. We are required to provide bank guarantees and performance guarantees under certain contracts and
letters of credit for our suppliers’ payments.

We are required to provide financial and performance bank guarantees to secure our financial and performance
obligations under certain contracts, especially for our EPC projects. These guarantees are typically required to be
provided within a few days of the signing of the contract and remain valid as per the contract. In some of the
contracts, bank guarantees had to be provided in respect of the module performance warranties for their warranty
periods. Any failure to maintain these performance guarantees may subject us to penalties under our contracts,
such as requiring us to perform remediation work to meet the guarantees, pay liquidated damages or allowing the
counterparty to terminate the contract.

The table below sets forth the amount of outstanding bank guarantees furnished by us under our contracts as of
the date indicated:

As of March 31, As of December

Particulars 2021 2022 2023 31, 2023
Bank guarantee (₹ million) 161.76 155.48 3,884.38 2,112.60

These bank guarantees may be invoked if we fail to fulfil our obligations in a timely manner or at all. There have
been instances where such guarantees have been invoked in the past. For instance, a bank guarantee for an amount
of ₹10.59 million was enforced by one of our customers in Fiscal 2022. This bank guarantee, however, was
determined to be wrongfully enforced and the amount was subsequently returned with interest in accordance with
the directions of the High Court of Assam in June 2022. In certain cases, we may also be required to provide
additional guarantees in case performance requirements are not met on the date of commissioning of the project
for so long as such defect continues. In addition, letters of credit are often required to satisfy payment obligations
to suppliers and sub-contractors. We may not be able to continue to obtain new financial and performance bank
guarantees in sufficient quantities to match our business requirements. If we are unable to provide sufficient
collateral to secure the financial bank guarantees, performance bank guarantees or letters of credit, our ability to
enter into new contracts or obtain adequate supplies could be limited. Providing security to obtain letters of credit,
financial and performance bank guarantees also increases our working capital requirements. Our ability to obtain
such guarantees or letters of credit depends upon our capitalization, working capital, available credit facilities,
past performance, management estimates and reputation and certain external factors, including the overall
capacity of the surety and letter of credit market. If we are not able to continue obtaining new letters of credit,
bank guarantees and performance bank guarantees in sufficient quantities to match our business requirements, it
could have a material adverse effect on our future revenues and business prospects.

38. Any unscheduled or prolonged disruption of our manufacturing operations could materially and
adversely affect our business, financial condition, results of operations and cash flows.

Any unscheduled or prolonged disruption of our manufacturing operations, including power failure, interrupted
water supply, fire and unexpected mechanical failure of equipment, obsolescence, labor disputes, strikes, lock-
outs, earthquakes and other natural disasters, industrial accidents or any significant social, political or economic
disturbances, or infectious disease outbreaks such as the COVID-19 pandemic, could reduce our ability to
manufacture our products and adversely affect sales and revenues from operations in such period. The occurrence
of any such incidents could also result in a destruction of certain assets, and adversely affect our results of
operations. Any such disruption may interrupt our operations, which may interfere with the manufacturing
process, requiring us to either stop our operations or repeat activities that may involve additional time and increase
our costs. Our customers rely on the timely delivery of our products. Although we take precautions to minimize
the risk of any significant operational problems at our manufacturing facilities, our customer relationships,
business, financial condition, results of operations, and cash flows, may be adversely affected by any disruption
of operations at our manufacturing facilities, including due to any of the factors mentioned above. Further, while

56
we have not encountered any past instances of manufacturing disruptions due to contraventions of any regulatory
approvals in the last three Fiscals and nine months ended December 31, 2023, we cannot assure you that this will
be the case in the future. In the event of any contraventions by us of the conditions of our regulatory approvals,
the relevant regulators may require our manufacturing facilities to cease, or limit, production until the disputes
concerning such approvals are resolved. If such interruptions in the operations of our manufacturing facilities are
prolonged, we may have to make alternate arrangements for supplies and products in order to meet our production
requirements, which could affect our profitability.

39. An inability to provide adequate customer support and ancillary services may adversely affect our
relationship with our existing and prospective customers, and in turn our business, results of operations
and financial condition.

Our customers depend on our customer support and ancillary services to resolve issues in relation to the products
and services we provide in a timely manner. We may be unable to respond to / accommodate short-term increases
in demand for our products or associated customer support in a timely manner. We also may be unable to modify
the nature, scope and delivery of such services to compete with support services provided by our competitors.
Increased requests in connection with our products and services, without corresponding revenue, could increase
costs and adversely affect our results of operations and financial condition. Our sales are dependent on our
reputation and on positive recommendations from our existing customers. Any failure to maintain adequate and
timely customer support and ancillary services, or a market perception that we are unable to do so, could result in
loss of business and adversely affect our business, prospects and financial performance.

40. Growing our business through acquisitions or joint ventures may subject us to additional risks that may
adversely affect our business, financial condition, cash flows, results of operations and prospects.

We have signed a letter of intent with an American solar manufacturer to enter into a joint venture to set up a
TOPCon solar cell manufacturing facility (which may be extended to include the manufacturing of solar modules)
in the United States and a memorandum of understanding with, among others, an international semiconductor
wafer supplier to establish a new company dedicated in wafering solar bricks into wafers in Malaysia and may
further expand our business through strategic acquisitions of or joint ventures with other entities going forward.
See “Our Business – Business Strategies – Expand our overseas presence and increase our exports especially
in the U.S. market through strategic backward integration of our production chain and establishing
manufacturing capabilities outside of India” on page 214. Successful integration will depend on our ability to
effect any required changes in operations or personnel of the acquired or joint entity, as the case may be, and may
require capital expenditure. We may encounter difficulties in integrating the processes, systems and employees in
a timely and cost-effective manner, difficulties in establishing effective management information and financial
control systems, challenges to assimilating corporate culture, and unforeseen legal, regulatory, contractual or other
issues. Any such acquisitions or joint ventures involve risks that could materially and adversely affect our
business, including the failure of such acquisitions or joint ventures to achieve the expected investment results.
Both the above letter of intent and memorandum of understanding are non-binding and there can be no assurance
that we will enter into definitive agreements in respect of either or both endeavors. Thus, there can be no assurance
that the proposed joint ventures above will materialize or even if they do materialize, that we will be able to
integrate our existing operations with the same. There can also be no assurance that we will be able to integrate
our existing operations with the operations of future acquisitions or joint ventures or that management’s attention
and resources will not be diverted onerously to these endeavors. Further, there can be no assurance that the
amounts paid by our Company towards such acquisitions or joint ventures will provide the anticipated benefits.

41. We may not be able to adequately protect our intellectual property.

Our success and ability to compete depends, in part, on our ability to protect our intellectual property and
proprietary rights and we generally rely on patent and trademark laws, and confidentiality or license agreements
with our employees, consultants, customers and other third parties, and generally limit access to and distribution
of our proprietary information, in order to protect our intellectual property rights and maintain our competitive
position. Like many of our competitors, we possess extensive technical knowledge about our products. Such
technical knowledge has been built up through our own experiences and through our agreements to avail technical
knowhow, which grant us access to new technologies.

Our technical knowledge is a significant independent asset, which may not be adequately protected by intellectual
property rights such as patent registration. While we have registered certain trademarks in India, including our

57
logos and may register our other intellectual property in the future, if we fail to
register the appropriate intellectual property, or our efforts to protect relevant intellectual property prove to be
inadequate, the value attached to our brand and proprietary property could deteriorate, which could have a material
adverse effect on our business growth and prospects, financial condition, results of operations, and cash flows. As
a result, we cannot be certain that our technical knowledge will remain confidential in the long run. While there
have been no instances in the past, the illegal use or impersonation of our trademarks or logos by third parties or
any negative publicity about our brand(s) could affect our reputation which, in turn, could affect our ability to
attract and/or retain customers, which may adversely affect our business and results of operations.

42. We may infringe the intellectual property rights of others and we may face claims that may be costly to
defend and/or limit our ability to use such technology in the future, which may have a material adverse
effect on our business, financial condition and results of operations.

As we expand our business, third parties may assert that our technologies or techniques violate their intellectual
property rights. Such intellectual property claims against us could result in significant financial liability or prevent
us from operating all or part of our business. Despite our efforts to comply with the intellectual property rights of
others, we cannot determine with certainty whether we are infringing any existing third-party intellectual property
rights which may force us to alter our technologies, obtain additional licenses or cease certain segments of our
operations. We may also be susceptible to claims from third parties asserting infringement and other related claims.
For instance, under the agreements with some of our customers, we are required to, among others, pay damages
or indemnify our customers in the event a successful intellectual property claim is brought against them in
connection with the use of our products. While we have not been subject to such claims, including trademark
disputes instituted against our Company before any judicial forum, nor has a third party brought claims against
one of our customers for their use of our Company’s products in the last three Fiscals and nine months ended
December 31, 2023, any such claims, regardless of their merits, could materially and adversely affect our
relationships with current or future customers, result in costly litigation, cause product shipment delays or
stoppages, divert management’s attention and resources, subject us to significant liabilities, require us to enter
into additional royalty or licensing agreements or require us to cease certain activities. Any of the foregoing could
materially and adversely affect our business, financial condition and results of operations.

43. Our previous statutory auditors have included an emphasis of matter in their report on our financial
statements.

Our previous statutory auditors have included the following emphasis of matter in their audit report on our
financial statements for Fiscal 2021, describing the adjustment of the comparative information of our Company
for the year ended March 31, 2020 and the transition date opening balance sheet as at April 1, 2019 to account for
the difference in accounting principles adopted by our Company during the transition to Ind AS:

“We draw attention to Note 26 of the consolidated Ind AS financial statements wherein certain non-compliances
with ESI and PF Acts have been reported with respect to a subsidiary audited by other auditor. The auditors of
such a subsidiary company have reported an Emphasis of Matter in this regard in their report of the said
subsidiary company.

Our opinion is not modified in respect of above matters.”

For details, see “Restated Consolidated Financial Information – Notes forming part of the Restated
Consolidated Financial Information – Note 2: Material Accounting Policies” on page 293.

In addition, our statutory auditors are required to comment upon the matters included in the Companies (Auditor’s
Report) Order, 2016 / Companies (Auditor’s Report) Order, 2020 issued by the Central Government of India under
Section 143(11) of the Companies Act, 2013 on the standalone audited financial statements as at and for the
financial years ended March 31, 2021, March 31, 2022 and March 31, 2023, respectively.

We cannot assure you that our Statutory Auditors’ observations for any future financial period will not contain
similar emphasis of matters or other matters prescribed under the Companies (Auditor’s Report) Order 2020, and
that such matters will not otherwise affect our results of operations.

58
44. We face intense competition in our markets, and we may lack sufficient financial or other resources to
maintain or improve our competitive position.

We face intense competition from other Indian solar cell and module manufacturers as well as solar cell and
module manufacturers from China and Southeast Asia for domestic demand, while our export sales face
competition from a wide range of global solar cell and module manufacturers. In particular, under the Free Trade
Agreement between India and ASEAN countries, modules and cells of Chinese origin are subject to basic customs
duty when imported into India, while those manufactured in other ASEAN countries are exempt from such duty.
If manufacturers in other ASEAN countries increase their solar cell and module manufacturing capacities, we
could face increased competition from the products exported by such manufacturers to India. There can be no
assurance that we will be able to adapt to new technology or maintain the quality standards of our manufacturing
facilities. Some of our key competitors across our business verticals include Waaree Energies, Mundra Solar,
Jupiter Solar, Vikram Solar, Goldi Solar, RenewSys India and Websol Green Energy. (Source: F&S Report)

Increased competition may result in price reduction, reduced margins and a loss of our market share, any of which
may adversely affect our business, financial condition and prospects.

45. We are required to comply with certain restrictive covenants under our financing agreements. Any non-
compliance may lead to, amongst others, accelerated repayment and suspension of further drawdowns,
which may adversely affect our business, results of operations, financial condition and cash flows.

As of February 29, 2024, we had total outstanding borrowings on a consolidated basis (consisting of long-term
borrowings, short-term borrowings and non-fund based facilities) of ₹18,954.78 million. See “Financial
Indebtedness” on page 398. The documentation in relation to borrowings we have obtained contains, and
documents governing our future borrowings may contain, numerous financial and operating covenants that may
limit the discretion of our management with respect to certain business matters. These covenants place restrictions
on, among other things: (a) changes to the capital structure or ownership of our Company or Subsidiaries,
including dilution of promoters’ shareholding; (b) amendments to the memorandum and/or articles of association
of our Company or Subsidiaries, (c) changing the constitution / composition of the Board and any change in their
remuneration; (d) undertaking any merger, de-merger, amalgamation, reconstruction, or scheme of arrangement;
(e) change in the general nature of business of our Company or Subsidiaries; (f) to undertake any expansion,
scheme, acquisition of fixed assets, or new project; (g) raise new loans or issue any guarantees on behalf of another
Company; or (h) invest in or lend funds / advances to any other entity. Certain of our existing debt financing
agreements also require, and documents governing our future indebtedness may require, us to furnish certain
security in favor of the relevant lender and meet certain financial ratios and tests. While we have received consents
from our lenders in relation to the Offer, to the extent applicable, some of these consents are subject to certain
conditions, including receipt of consents from all applicable lenders and absence of any event of default. Failure
to comply with such covenants in the future may restrict or delay certain actions or initiatives that we may propose
to take from time to time. For instance, in the past we have paid a penal charge of ₹136,392 to a lender for non-
compliance with a covenant in respect of obtaining prior consent for an investment made by our Company.

In addition, one of our Subsidiaries, PEGEPL, has availed the Project Loan pursuant to its sanction letter dated
February 29, 2024. The Project Loan is secured by a mortgage over the immovable property pertaining to the
Project, hypothecation of movable assets of the Project, guarantees by the promoters of PEGEPL, personal
guarantee of our Promoter Chiranjeev Singh Saluja, and a pledge on 51% of the outstanding share capital and
convertible securities of PEGEPL. In case of an event of default under the Project Loan, the lender may invoke
the pledge which would result in IREDA acquiring equity and management control over PEGEPL. Any loss of
control over our Subsidiaries would hamper our ability to implement our overall business strategy and would
adversely affect our growth prospects.

As a result of these restrictions, we may be limited in how we conduct our business, unable to raise additional
debt or equity financing to operate during general economic or business downturns, or unable to compete
effectively or to take advantage of new business opportunities. These restrictions may also impair our ability to
grow in line with our strategy, and may adversely affect our financial condition and results of operations. While
there has been no instance of default under our indebtedness obligations in the last three Fiscals and nine months
ended December 31, 2023, there can be no assurance that such instances may not arise in the future.

Further, if we experience a decline in cash flows due to any of the factors described in this section or otherwise,
we could face difficulty in paying interest and the principal amount of our outstanding indebtedness.

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The table below sets out our debt service coverage ratio for the last three Fiscals and nine months ended December
31, 2023:

As at March As at March As at March As at

31, 2021 31, 2022 31, 2023 December 31,
Particulars 2023
Debt Service Coverage Ratio(1) (in times) 1.64 0.86 1.17 2.60

Note:
(1) Debt Service Coverage Ratio is calculated by dividing debts to be serviced with earnings available for debt service. Debts to be
serviced is calculated as interest and lease payments plus principal repayments. Earnings available for debt service is calculated as
the sum of restated net profit after taxes, non-operating cash expenses (depreciation and amortization, provision for doubtful debts,
provision for impairment of investments, bad debts written off and provision for warranty) and interest.

If we are unable to generate sufficient cash flow or otherwise obtain the funds necessary to make required
payments under our loan agreements, or if we fail to comply with the various requirements of our indebtedness,
we could be in default of our loan agreements. We cannot assure you that our lenders will not interpret any terms
and conditions of our loan agreements or consents differently to us, and any such disagreements could potentially
lead to disputes with our lenders. Any such default that is not cured or waived, or any such disputes, could result
in an acceleration of indebtedness then outstanding under our loan agreements, an acceleration of any other
indebtedness to which a cross-acceleration or cross-default provision applies, a requirement that we pay the
obligations in full, conversion of debt to equity in accordance with regulatory guidelines, payment of penal interest
or liquidated damages or permit the lenders to exercise remedies with respect to all of the collateral securing our
indebtedness. See “Financial Indebtedness” on page 398 for details of the security we have granted in relation to
our loan agreements. In addition, lenders may be able to terminate any commitments they had made to supply us
with funding under various credit facilities.

For further details of the terms and conditions of our borrowing arrangements, see “Financial Indebtedness” on
page 398.

46. Our success depends on our ability to retain and attract qualified senior management and other key
personnel, and if we are not able to retain them or recruit additional qualified personnel, we may be unable
to successfully develop our business.

We benefit from the experience of our Board of Directors and the senior management team who have extensive
industry knowledge and expertise, and the loss of any of them could adversely affect our business, growth and
results of operations. Our Board of Directors and our senior management have been instrumental in implementing
our growth strategies and expanding our business.

We also depend on our ability to retain and motivate key employees and attract qualified new employees. One
way we have strived to do so is through the establishment of an employee share option scheme. Because the
renewable energy industry is relatively new in India, there is a scarcity of skilled personnel with experience in the
industry. If we lose a member of the management team or a key employee, we may not be able to replace him or
her easily or at all. The following table sets forth the attrition rate of the years / period indicated:

For the nine

months ended
Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023
December 31,
2023
Total number of employees 642 986 1,072 1,396
Attrition Rate (%)(1) 21.69 18.53 22.45 17.34

Note:
(1) Attrition rate has been calculated as the number of employees who have resigned during the period, divided by the number of
employees existing as of the beginning of the period and the numbers of employees who have joined during the period.

For details in the change in Key Managerial Personnel and Senior Management as on the date of this Draft Red
Herring Prospectus, please see “Our Management – Changes in Key Managerial Personnel or Senior
Management during the last three years” on page 274.

60
Further, India has stringent labor legislation that protects the interests of workers, including legislation that sets
forth detailed procedures for the establishment of unions, dispute resolution, and employee removal, and
legislation that imposes certain financial obligations on employers upon retrenchment.

47. Exchange rate fluctuations may adversely affect our results of operations.

Although our reporting currency is the Indian Rupee, we engage in certain business activities and incur expenses
in foreign currencies. For instance, the payments for our exports are often made in foreign currencies. Additionally,
we import a significant volume of raw materials for our product manufacturing, with transactions and payments
for these imports typically made in foreign currencies such as USD. Consequently, we face currency translation
and transaction risks, and we may not always be able to pass the full extent of foreign currency fluctuation losses
onto our customers, potentially leading to losses due to these fluctuations. Since we report financial results in
Indian Rupees, when we earn revenue or profits in other currencies, converting these results into Indian Rupees
could significantly increase or decrease the reported amounts of those revenues or profits. Moreover, if we cannot
align revenues received in foreign currencies with costs incurred in the same currencies, exchange rate fluctuations
could materially and adversely affect our liquidity or the efficient management of our working capital. Therefore,
volatility in currency exchange rates may have a material adverse effect on our business, financial condition and
results of operations. While we enter into forward contracts and may in the future enter into foreign currency
hedging transactions from time to time, there is no guarantee that we may be able to manage our foreign currency
risk effectively or mitigate exchange exposures, at all times and our inability to take such measures may adversely
affect our results of operations and financial position.

The table below sets forth certain details of our import purchases / purchases in foreign currency as a percentage
of total purchases as of and for the year / period indicated:

For the nine

months ended
Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023
December 31,
2023
Total purchases (₹ million) 5,251.76 7,391.39 15,857.71 16,717.19
Import purchases / purchases in foreign currency (₹
million) 1,888.23 4,493.43 8,687.21 10,698.56
Percentage of total purchases (%) 35.95 60.79 54.78 64.00

48. We are exposed to credit risk from our customers and the recoverability of our trade receivables is subject
to uncertainties.

We extend certain credit periods to some of our customers and are therefore exposed to credit risk from such
customers. The table below sets forth certain details of our trade receivables, and trade receivable turnover days
as of and for the year / period indicated:

As of and for the financial year ended March 31, As of and for
the nine
months ended
Particulars 2021 2022 2023
December 31,
2023
Trade receivables (₹ million) 1,620.00 1,451.82 594.61 2,517.81
Trade receivables turnover days (number of
days) 92.07 75.46 26.14 21.22*

* Not annualized

Note:
(1) Trade receivables turnover days is calculated as 365 days divided by debtor turnover ratio. Debtor turnover ratio is calculated as
revenue from operations divided by average debtor; where average debtor is the average of opening and closing debtors as disclosed
in the Restated Consolidated Financial Information.

A customer’s ability to make payments on time depends on various factors such as the prevailing economic and
market conditions and the customer’s cash flow position, factors which are all out of our control. Any delays we
experience in receiving payments due from our customers may adversely affect our cash flow position and our
ability to meet our working capital requirements. We have in the past experienced delays in receiving payments
from our customers relating to our EPC and IPP businesses ranging between four to six months. There can be no

61
assurance that our customers will pay us on a timely basis or at all, which may adversely affect the recoverability
of our trade receivables, or that we will be able to efficiently manage the level of bad debt arising from delayed
payments.

Further, bringing any action against our customers to enforce their contractual obligations is often difficult and
detrimental to our relationship with them and there can be no assurance that if we initiate any legal proceedings
against such customers, we will receive a judgment in our favor or on a timely basis.

49. Improper storage, processing and handling of materials and products may cause damage to our inventory
leading to an adverse effect on our business, results of operations and cash flows.

Our inventory primarily consists of materials and components used in our manufacturing operations and products.
Certain of the raw materials that we use are corrosive and flammable and require expert handling and storage. Our
materials, manufacturing processes and products are susceptible to damage or contamination if not appropriately
stored, handled and processed, which may affect the quality of the finished product. While we have necessary
controls and processes in place, any failure of such systems, mishandling of hazardous chemicals, gas leakages,
explosion or any adverse incident related to the use of these chemicals or gases or otherwise during the
manufacturing process, transportation, handling or storage of products and certain raw materials, may cause
industrial accidents, fire, loss of human life and property, damage to our and third-party property and/or
environmental damage, require shutdown of one or more of our manufacturing facilities and expose us to civil or
criminal liability. If any such event were to occur, we could be subject to significant penalties, other actionable
claims and, in some instances, criminal prosecution. Although there have been no such material incidents that
have occurred in the last three Fiscals and nine months ended December 31, 2023, should such an incident happen
in the future, we cannot assure you that it will not result in the losses of inventory and/or disruption in our
manufacturing operations entirely, which may have an adverse effect on our results of operations, cash flows and
financial condition.

50. We may be subject to significant risks and hazards when constructing, operating and maintaining our
manufacturing facilities, for which our insurance coverage might not be adequate.

We maintain an amount of insurance protection that we consider adequate for our business including insurance
policies covering fire, damage to buildings, plant and machinery, stocks (materials and finished products), vehicles
and policy covering damage to stocks. We may not have identified every risk and further may not be insured
against every risk because such risks are either uninsurable or not insurable on commercially acceptable terms,
including operational risks that may occur and the occurrence of an event that causes losses in excess of the limits
specified in our policies, or losses arising from events or risks not covered by insurance policies, or due to the
same being inadequate, could materially harm our cash flows, financial condition and future results of operations.
We cannot provide any assurance that our insurance will be sufficient or effective under all circumstances and
against all hazards or liabilities to which we may be subject. In addition, our insurance coverage expires from time
to time. We apply for the renewal of our insurance coverage in the normal course of our business, but we cannot
assure you that such renewals will be granted in a timely manner and on similar terms, at acceptable cost or at all.
While there has been no instance in the last three Fiscals and nine months ended December 31, 2023 where we
experienced losses exceeding our insurance coverage, there is no assurance that such instances will not arise in
the future.

Our construction works are undertaken by third-party contractors and typically require workmen to work at height,
lift heavy equipment and other activities which all involve various levels of safety risks. While we have a safety
team in place with a “permit to work” system which adheres to industry-standard safety practices, there could
nevertheless be lapses which can sometimes cause injuries or fatalities in the course of undertaking such
construction work. In the event of such incidents, our Company could be held responsible as the principal
employer. While our Company does have insurance such as an erection all risk policy and workmen’s
compensation policy, and requires compliance with all labor laws such as the Employees’ State Insurance Act,
1948 and the Employees’ Provident Fund Scheme for our contractor employees, in the event of an incident which
is covered by insurance, our Company may not suffer any monetary impact but could nevertheless suffer from
loss of reputation. For example, during the construction of our Unit III manufacturing facility in 2023, there was
a fatal accident involving a construction worker. While the Office of the Director of Factories, Telangana,
Hyderabad, has dropped the action against our Company, and compensation was dispensed in accordance with
the relevant insurance policies, our reputation was negatively impacted. There can be no assurance that such
accidents will not happen again in the future which may have an adverse impact our financial position, reputation,
financial condition and business performance.

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The table below provides details of our insurance claims for the year/period indicated:

For the nine

months ended
Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023
December 31,
2023
(₹ million)
Claims made(1) 4.79 5.94 6.19 28.57
Claims settled 4.79 4.09 1.32 10.48
Under process — — — 13.70
Rejected, salvage and excess 0 1.85 4.87 4.38

Note:
(1)
Certain amounts for claims made were considered the same as settlement amount due to the non-availability of claim data.

The table below provides details of our insurance cover for the year/period indicated:

For the nine

months ended
Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023
December 31,
2023
Insurance cover for property, plant and
equipment, and inventory (₹ million) 9,529.34 9,460.90 20,127.06 25,090.89
Gross block of property, plant and equipment
including solar power plant, CWIP and
inventory (₹ million) 5,207.08 8,665.39 16,812.86 21,814.95
Insurance cover as a percentage of gross block
of property, plant and equipment including solar
power plant, CWIP and inventory (%) 183.01 109.18 119.71 115.02

To the extent that we suffer loss or damage, or successful assertion of one or more large claims against us for
events for which we are not insured, or which exceeds our insurance coverage or where our insurance claims are
rejected, the loss would have to be borne by us and our results of operations, financial performance and cash flows
could be adversely affected. For further information on our insurance arrangements, see “Our Business – Our
Business Operations – Insurance” on page 232.

51. We have certain contingent liabilities and capital commitments which have been disclosed in our Restated
Consolidated Financial Information, which if they materialize, may adversely affect our results of
operations, cash flows and financial condition.

The following is a summary table of our contingent liabilities as per Ind AS 37 as on December 31, 2023 as
indicated in our Restated Consolidated Financial Information.
(in ₹ million)
Sr. Particulars
As on December 31, 2023
No.
1. Outstanding bank guarantees 2,112.60
2. Claims arising from disputes not acknowledged as debts-direct taxes 33.53
3. Claims arising from disputes not acknowledged as debts-indirect taxes 69.85
4. Corporate guarantee given for the borrowings taken by the Group 12,523.90
5. Comfort letter given for the borrowings taken by the Group 2,435.40

As on December 31, 2023, our Company has a contingent liability of ₹809.87 million (March 31, 2023: ₹407.66
million, March 31, 2022: ₹ nil, March 31, 2021: ₹ nil) towards customs duty and goods and services tax for capital
goods imported under the MOOWR scheme against which our Company has executed and utilized a bond as at
December 31, 2023, amounting to ₹2,429.61 million (March 31, 2023: ₹1,222.98 million, March 31, 2022: ₹ nil,
March 31, 2021: ₹ nil). The firm liability towards such customs duty shall be contingent upon conditions at the
time of filing an ex-bond bill of entry at the time of disposal. In case our Company decides to export such capital
goods, the associated costs shall not be significant. Based on our Company’s assessment of use of capital goods,
management expects that liability will not arise for the same. See “Restated Consolidated Financial Information
– Notes forming part of the Restated Consolidated Financial Information – Note 39: Contingent Liabilities”.

63
The following table sets forth the estimated amount of contracts remaining to be executed on capital account and
not provided for:

As at December As at March As at March As at March

Particulars
31, 2023 31, 2023 31, 2022 31, 2021
(₹ million)
Capital commitments 138.37 12,797.48 863.04 —

If a significant portion of these liabilities materialize, it could have an adverse effect on our business, cash flows,
financial condition and results of operations. For further information on contingent liabilities as per Ind AS 37 as
of December 31, 2023, see “Restated Consolidated Financial Information – Notes forming part of the Restated
Consolidated Financial Information – Note 39: Contingent Liabilities” on page 331.

52. We are unable to trace some of our historical corporate records including in relation to certain allotments,
changes in our registered office and appointment of directors. We cannot assure you that no legal
proceedings or regulatory actions will be initiated against our Company in the future in relation to these
matters, which may impact our financial condition and reputation.

Our Company has not been able to trace certain corporate records such as ROC form filings and challans.
Information in relation to share allotments, changes in our registered office and initial appointment of Chiranjeev
Singh Saluja has been disclosed in the sections “Capital Structure”, “History and Certain Other Corporate
Matters” and “Our Management” on pages 95, 244 and 257, respectively, in this Draft Red Herring Prospectus,
based on statutory register of members, minutes of the meetings of our Board (to the extent available), demat
statements and information available to our Company.

We have been unable to trace these documents despite commissioning a detailed search at ROC Hyderabad
through an independent practicing company secretary, P S Rao & Associates (“Practicing Company Secretary”),
to trace records and filings available with ROC Hyderabad and reliance has been placed on the certificate dated
April 18, 2024 issued by the Practicing Company Secretary. Further, we may not be able to furnish any further
document evidencing the aforesaid details.

We cannot assure you that the abovementioned corporate records will be available in the future. Some of our
corporate records also include certain errors. For example, the resolution passed by our Board on June 21, 2005
approving the change in the registered office includes an incorrect address. Further, we cannot assure you that our
Company has filed such forms and filings in a timely manner or at all, in the past. Although no regulatory action
/ litigation is pending against us in relation to such untraceable secretarial and other corporate records and
documents and the amount of penalty is not likely to be material, we cannot assure you that we will not be subject
to penalties imposed by regulatory authorities in this respect.

53. Changes in technology may render our current technologies obsolete or require us to make substantial
capital investments.

To remain competitive, we need to keep pace with technological developments and changing standards on account
of market conditions or customer requirements. If we are unable to adequately respond to the technological
changes and the technologies currently employed by us become obsolete, our business, financial condition, cash
flows and results of operations may be materially and adversely affected. In addition, the cost of implementing
new technologies and upgrading our facilities to keep pace with technological developments may be significant
and may adversely affect our results of operations. Furthermore, some of our recent technology and automation
implementation for our manufacturing facilities may not result in the expected efficiencies and benefits we
anticipate, and may involve significant technical risks and upfront capital investments that may not generate a
commensurate return on investment. For instance, we are currently transitioning from a monocrystalline
passivated emitter and rear cell (“PERC”) cell line to a TOPCon cell line. If competing technologies such as HJT
achieve greater performance efficiencies and have other inherent advantages over TOPCon, it could render the
TOPCon upgrade obsolete. We may similarly face competition from more advanced process technology developed
by other manufacturers, which may cause our technology to become obsolete in comparison.

54. If we are unable to establish and maintain effective internal controls and compliance systems, our business
and reputation could be adversely affected.

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We are responsible for establishing and maintaining adequate internal measures commensurate with the size and
complexity of our operations which cover all facets of our operations such as monitoring and managing risks
relating to our supply chain. Our internal audit functions evaluate the adequacy and effectiveness of internal
systems on an ongoing basis so that our operations are in line with our policies, compliance requirements and
internal guidelines. We periodically test and update our internal processes and systems and there have been no
past material instances of failure to maintain effective internal controls and compliance systems. However, we are
exposed to operational risks arising from the potential inadequacy or failure of internal processes or systems, and
our actions may not be sufficient to ensure effective internal checks and balances in all circumstances.

We take reasonable steps to maintain appropriate procedures for compliance and disclosure and to maintain
effective internal controls over our financial reporting so that we produce reliable financial reports and prevent
financial fraud. As risks evolve and develop, our internal controls must as well and be reviewed on an ongoing
basis. Maintaining such internal controls requires human diligence and compliance and is therefore subject to
lapses in judgment and failures that result from human error. Any lapses in judgment or failures that result from
human error can affect the accuracy of our financial reporting, resulting in a loss of investor confidence and a
decline in the price of our equity shares.

Additionally, our business operations must adhere to anti-corruption laws and regulations. Such laws generally
forbid us, our employees, and our agents from engaging in bribery or making illicit payments to government
officials or others to secure or maintain business or to achieve an unfair business advantage. We engage in
partnerships and dealings with third parties whose conduct could expose us to legal liability under these or other
local anti-corruption statutes. Although our code of conduct mandates that our employees and agents abide by all
relevant laws, and we are actively improving our policies and procedures to ensure adherence to anti-corruption
laws and regulations, there is still a risk that these efforts may not prevent violations, particularly in high-risk
markets such as India’s solar energy sector. Non-compliance with anti-corruption laws can lead to criminal and
civil penalties, forfeiture of profits and other sanctions, and legal expenses, all of which could have an adverse
impact on our business, financial condition, results of operations and liquidity. Furthermore, any investigations
by authorities into any potential violations of anti-corruption laws could also have an adverse impact on our
business and reputation.

As we continue to grow, there can be no assurance that there will be no instances of inadvertent non-compliances
with statutory requirements, which may subject us to regulatory action, including monetary penalties, which may
adversely affect our business and reputation.

55. Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements,
including prior Shareholders’ approval.

We propose to utilize the Net Proceeds towards investment in our Subsidiary PEGEPL for part-financing the
Project and general corporate purposes. For further information of the proposed objects of the Offer, see “Objects
of the Offer” on page 119. At this stage, we cannot determine with any certainty if we would require the Net
Proceeds to meet any other expenditure or fund any exigencies arising out of competitive environment, business
conditions, economic conditions or other factors beyond our control. Further, while our Company will receive
proceeds from the Fresh Issue, it will not receive any proceeds from the Offer for Sale. In accordance with Sections
13(8) and 27 of the Companies Act, 2013, we cannot undertake any variation in the utilization of the Net Proceeds
without obtaining shareholders’ approval through a special resolution. In the event of any such circumstances that
require us to undertake variation in the disclosed utilization of the Net Proceeds, we may not be able to obtain
shareholders’ approval in a timely manner, or at all. Any delay or inability to obtain such shareholders’ approval
may adversely affect our business or operations.

Further, our Promoters would be required to provide an exit opportunity to Shareholders who do not agree with
our proposal to change the objects of the Offer or vary the terms of such contracts, at a price and in such manner
as prescribed by SEBI. Additionally, the requirement on our Promoters to provide an exit opportunity to such
dissenting Shareholders may deter our Promoters from agreeing to the variation of the proposed utilization of the
Net Proceeds, even if such variation is in the interests of our Company. Further, our Promoters may not have
adequate resources at their disposal at all times to enable them to provide an exit opportunity at the price prescribed
by SEBI.

In light of these factors, we may not be able to undertake variation of objects of the Offer to use any unutilized
proceeds of the Offer, if any, or vary the terms of any contract referred to in this Draft Red Herring Prospectus,
even if such variation is in the interests of our Company. This may restrict our Company’s ability to respond to

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any change in our business or financial condition by re-deploying the unutilized portion of Net Proceeds, if any,
or varying the terms of contract, which may adversely affect our business and results of operations.

56. If inflation were to rise in India, we might not be able to increase the prices of our products and services
at a proportional rate in order to pass costs on to our customers and our profits might decline.

Inflation rates could be volatile, and we may face high inflation in the future as India had witnessed in the past.
Increased inflation can contribute to an increase in interest rates and increased costs to our business, including
increased costs of transportation, salaries, and other expenses relevant to our business. Further, high inflation
leading to higher interest rates may also lead to a slowdown in the economy and adversely impact credit growth.
Consequently, we may also be affected and fall short of business growth and profitability.

High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our costs.
Any increase in inflation in India can increase our operating expenses, which we may not be able to pass on to
our customers, whether entirely or in part, and the same may adversely affect our business and financial condition.

While the Government of India through the RBI has previously initiated economic measures to combat high
inflation rates, it is unclear whether these measures will remain in effect, and there can be no assurance that Indian
inflation levels will not rise in the future.

57. Our corporate office, branch offices, warehouses and guest houses are located on leased premises. There
can be no assurance that our lease or rental agreements will be renewed upon termination or that we will
be able to lease other premises on the same or similar commercial terms.

The premises for our Company’s registered office is owned by our Subsidiary but the premises upon which our
corporate office is located is not owned by us. We also have branch offices, warehouses and guest houses across
India, which we hold on a leasehold basis or pursuant to a letter of allotment from a government enterprise. In the
event of any termination or expiry of our agreements for these premises, we may be required to relocate our
operations to other premises during which time our Company may incur the expenses such as: (a) transportation
and relocation costs; (b) setting up of utilities and infrastructure; (c) civil and engineering works; and (d) other
miscellaneous expenses. The exact financial impact of such relocation cannot be ascertained at this stage. There
can be no assurance that we will be able to retain and renew these agreements on the same or similar terms, or
find alternate locations on similar terms, or at all.

58. We are dependent on our Promoters, Directors, Key Managerial Personnel and Senior Management and
the loss of any key team member may adversely affect our business performance.

Our Promoters, Directors, Key Managerial Personnel and Senior Management have been instrumental in the
growth and development of our Company. We benefit from our Promoters, and any decline in our relationship
with them could have a material adverse effect on our business, results of operations, financial condition, cash
flows and future prospects.

Further, our businesses are dependent upon an experienced senior management team and we believe that the
experience and skill of our Board of Directors, Key Managerial Personnel and Senior Management and our
investors allows us to possess an advantage over our competitors. If one or more members of our Board of
Directors, Key Managerial Personnel and Senior Management were unable or unwilling to continue in their
present positions, such persons would be difficult to replace and our business, results of operations, financial
condition, cash flows and future prospects could be adversely affected. To maintain and grow our business, we
will need to identify, hire, develop, motivate, and retain highly skilled employees. Identifying, recruiting, training,
integrating, and retaining qualified individuals requires significant time, expense, and attention. We may need to
invest significant amounts of cash to attract and retain new employees and expend significant time and resources
to identify, recruit, train, and integrate such employees, and we may not realize any anticipated returns on these
investments. If we are not able to retain and motivate our current personnel or effectively manage our hiring needs
or successfully integrate and retain new hires, our efficiency, ability to achieve our strategic objectives and
employee morale, productivity, and engagement could suffer, which could adversely affect our business, financial
condition, cash flows and results of operations.

Any loss of members of our Board of Directors, Key Managerial Personnel and Senior Management could
significantly delay or prevent the achievement of our business objectives, affect our succession planning and could
harm our business and customer relationships.

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59. Our Promoters, Directors, Key Managerial Personnel and Senior Management may have interests other
than reimbursement of expenses incurred and receipt of remuneration or benefits from our Company.
Certain of our Promoters and Directors may have interests in entities, which are in businesses similar to
ours and this may result in conflict of interest with us.

Certain of our Promoters, Directors, Key Managerial Personnel and Senior Management are interested in our
Company, in addition to regular remuneration or benefits and reimbursement of expenses, to the extent of their
shareholding, direct and indirect, and our stock options and benefits arising therefrom. Furthermore, our
Promoters, Directors, Key Managerial Personnel and Senior Management may also be deemed to be interested in
arrangements entered into by our Company with entities in which they or their relatives hold directorships or
partnership interests. For further information, see “Our Promoters and Promoter Group – Interests of
Promoters”, “Our Management – Interest of Directors” and “Our Management – Interests of Key Managerial
Personnel and Senior Management” on pages 278, 263 and 274, respectively.

Further, certain of our Promoters and Directors may have interests in entities, to the extent of their shareholding
and/or directorships, which are in businesses similar to ours and this may result in conflict of interest with us. For
instance, Surender Pal Singh Saluja, Chiranjeev Singh Saluja, Uday Sudhir Pilani, Revathi Rohini Buragadda,
Rohan Mehta and Abhishek Loonker are also directors of some of our Subsidiaries, PEPPL, PEIPL and PEGEPL
which are engaged in the same line of business. We cannot assure you that our Promoters and Directors will not
provide competitive services or otherwise compete in business lines in which we are already present or will enter
into in the future. In the event that any conflicts of interest arise, our Promoters and Directors may make decisions
regarding our operations, financial structure or commercial transactions that may not be in our shareholders’ best
interest. It may also enable a competitor to take advantage of a corporate opportunity at our expense. Such
decisions could have a material adverse effect on our business, financial condition, results of operations and
prospects. Should we face any such conflicts in the future, there is no guarantee that they will be resolved in our
favor.

Our Promoters holding Equity Shares may also take or block actions with respect to our business which may
conflict with the best interests of our Company or that of minority shareholders. For further details, see “Capital
Structure” on page 95.

60. Industry information included in this Draft Red Herring Prospectus has been derived from an industry
report commissioned by us, and paid for by us for such purpose.

We have used the report titled “Industry Report on Solar Cell and Module Market” dated April 18, 2024 by F&S,
appointed on February 6, 2024 for purposes of inclusion of such information in this Draft Red Herring Prospectus,
and exclusively commissioned by our Company for purposes of inclusion of such information in the Draft Red
Herring Prospectus at an agreed fee to be paid by our Company. The information is subject to various limitations,
highlights certain industry and market data relating to us and our competitors which may not be based on any
standard methodology and is based upon certain assumptions that are subjective in nature. F&S is an independent
agency and neither the Company, nor its Directors, Promoters, Subsidiaries, Selling Shareholders, nor the BRLMs
to the Offer, is a related party to F&S as per the definition of “related party” under the Companies Act, 2013 and
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Given the scope and extent of the F&S Report, disclosures are limited to certain excerpts and the F&S Report has
not been reproduced in its entirety in this Draft Red Herring Prospectus. There are no parts, data or information
(which may be relevant for the proposed issue), that has been materially left out or changed in any manner.
Accordingly, investors should read the industry-related disclosures in this Draft Red Herring Prospectus in this
context. Industry sources and publications are also prepared based on information as of specific dates and may no
longer be current or reflect current trends. Industry sources and publications may also base their information on
estimates, projections, forecasts and assumptions that may prove to be incorrect. Accordingly, investors should
not place undue reliance on or base their investment decision solely on this information. Also see, “Certain
Conventions, Presentation of Financial, Industry and Market Data – Industry and Market Data” on page 17.

61. We may be subject to unionization, work stoppages or increased labor costs, which could adversely affect
our business, cash flows and results of operations. We also have a large number of contract laborers
resulting in increased costs to the Company.

The success of our operations depends on the availability of labor and maintaining a good relationship with our
workforce. As of December 31, 2023, we employed 1,396 employees across our various offices and manufacturing

67
facilities. In addition, we also employ contract laborers for conducting various activities at our manufacturing
facilities. As of December 31, 2023, we had engaged 2,059 contract laborers. While our employees are not
unionized into any labor or workers’ unions and have not experienced any major work stoppages due to labor
disputes or cessation of work in the last three Fiscals and nine months ended December 31, 2023, there can be no
assurance that we will not experience any such disruption in the future as a result of disputes or disagreements
with our work force, which may adversely affect our ability to continue our business operations. We may also
have to incur additional expense to train and retain skilled labor. There can be no assurance that we will not
experience labor unrest in the future, which may delay or disrupt our operations. Any labor unrest including labor
disputes, strikes and lock-outs or industrial accidents experienced by us could directly or indirectly prevent or
hinder our normal operating activities, and, if not resolved in a timely manner, could lead to disruptions in our
operations. In the event of any prolonged delay or disruption, our business, results of operations and financial
condition could be materially and adversely affected.

62. We have included certain Non-GAAP Measures, industry metrics and key performance indicators related
to our operations and financial performance in this Draft Red Herring Prospectus that are subject to
inherent measurement challenges. These Non-GAAP Measures, industry metrics and key performance
indicators may not be comparable with financial, or industry-related statistical information of similar
nomenclature computed and presented by other companies. Such supplemental financial and operational
information is therefore of limited utility as an analytical tool for investors and there can be no assurance
that there will not be any issues or such tools will be accurate going forward.

Certain non-GAAP financial measures and certain other industry measures relating to our operations and financial
performance have been included in this Draft Red Herring Prospectus. We compute and disclose such non-GAAP
financial and operational measures, and such other industry-related statistical and operational 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 businesses similar to ours, many of which provide such non-
GAAP financial and operational measures, and other industry-related statistical and operational information.
These non-GAAP financial and operational measures, and such other industry-related statistical and operational
information relating to our operations and financial performance may not be computed on the basis of any standard
methodology that is applicable across the industry and therefore may not be comparable to financial and
operational measures, and industry-related statistical information of similar nomenclature that may be computed
and presented by other companies pursuing similar business. See “Definitions and Abbreviations”, “Certain
Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation”, “Basis for
Offer Price”, “Our Business”, “Restated Consolidated Financial Information” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” beginning on pages 1, 16, 135, 204, 280 and
351, respectively.

Further, in evaluating our business, we consider and use certain key performance indicators that are presented
herein as supplemental measures to review and assess our operating performance. We present these key
performance indicators because they are used by our management to evaluate our operating performance. These
key performance indicators have limitations as analytical tools and may differ from, and may not be comparable
to, estimates or similar metrics or information published by third parties and other peer companies due to
differences in sources, methodologies, or the assumptions on which we rely, and hence their comparability may
be limited. As a result, these metrics should not be considered in isolation or construed as an alternative to our
financial statements or as an indicator of our operating performance, liquidity, profitability or results of operations.
Further, as the industry in which we operate continues to evolve, the measures by which we evaluate our business
may change over time. In addition, we calculate measures using internal tools, which are not independently
verified by a third party. If the internal tools we use to track these measures under-count or over-count performance
or contain algorithmic or other technical errors, the data and/or reports we generate may not be accurate. Such
supplemental financial and operational information is therefore of limited utility as an analytical tool, and
investors are cautioned against considering such information either in isolation or as a substitute for an analysis
of the Restated Consolidated Financial Information of our Company in disclosed in “Our Business”, “Restated
Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” beginning on pages 204, 280 and 351, respectively.

While we have not experienced any issues on account of such tools in the past, there can be no assurance that
there will not be any issues or such tools will be accurate going forward. Limitations or errors with respect to how
we measure data or with respect to the data that we measure may affect our understanding of certain details of our
business, which could affect our long-term strategies. If our key performance indicators are not accurate

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representations of our business, or if investors do not perceive these metrics to be accurate, or if we discover
material inaccuracies with respect to these figures, our reputation may be materially and adversely affected, the
market price of our shares could decline, we may be subject to shareholder litigation, and our business, results of
operations, and financial condition could be materially adversely affected.

63. Any failure or disruption of our information technology systems could adversely impact our business and
operations.

Our business is dependent upon increasingly complex and interdependent information technology systems,
including internet-based systems, to support business processes as well as internal and external communications.
For instance, we have deployed software to manage our enterprise resourcing planning functions. The complexity
of our computer systems may make them potentially vulnerable to breakdown, malicious intrusion, cyber-attacks
and computer viruses. While we have not experienced any material disruptions to our information technology
systems in the last three Fiscals and nine months ended December 31, 2023, we have faced an instance of
ransomware attack on our operations, and were able to retrieve data from our back-up systems with minimal
disruptions to our operations. We cannot assure you that we will not encounter similar or greater disruptions in
the future. Any such disruption may result in the loss of key information or disruption of our business processes,
which could adversely affect our business and results of operations. In addition, our systems are potentially
vulnerable to data security breaches, whether by employees or others, that may expose sensitive data to
unauthorized persons.

64. Our Promoters and Promoter Group will continue to exercise significant influence over our Company
after completion of the Offer.

As on the date of this Draft Red Herring Prospectus, our Promoters and Promoter Group hold in aggregate
304,847,488 Equity Shares, which constitutes 72.23% on a fully diluted basis of the issued, subscribed and paid-
up Equity Share capital of our Company. After the completion of the Offer, our Promoters and Promoter Group
will continue to control our Company and exercise significant influence over our business policies and affairs and
all matters requiring shareholders’ approval, including the composition of our Board, the adoption of amendments
to our constituent documents, the approval of mergers, strategic acquisitions or joint ventures or the sales of
substantially all of our assets, and the policies for dividends, lending, investments and capital expenditures through
their shareholding after the Offer. We cannot assure you that our Promoters will act to resolve any conflicts of
interest in our favor and any such conflict may adversely affect our ability to execute our business strategy or to
operate our business.

65. Our Company cannot assure payment of dividends on the Equity Shares in the future.

Our Company has not declared dividends in the past three Fiscals and nine months ended December 31, 2023 and
from January 1, 2024 until the date of this Draft Red Herring Prospectus. Our ability to pay dividends in the future
will depend on a number of factors identified in the dividend policy of our Company, liquidity position, profits,
capital requirements, financial commitments and other relevant or material factors considered relevant by our
Board. The declaration and payment of dividends will be recommended by the Board of Directors and approved
by the Shareholders, at their discretion, subject to the provisions of the Articles of Association and applicable law,
including the Companies Act 2013. We may retain all future earnings, if any, for use in the operations and
expansion of the business. We cannot assure you that we will be able to pay dividends in the future. Further, our
Subsidiaries may not pay dividends on equity shares that we hold in them. Consequently, our Company may not
receive any return on investments in our Subsidiaries. See “Dividend Policy” on page 279.

66. The proceeds from the Offer for Sale will be paid to the Selling Shareholders.

This Offer is being undertaken as a Fresh Issue of Equity Shares as well as an Offer for Sale of Equity Shares by
the Selling Shareholders. The Selling Shareholders shall be entitled to the net proceeds from the Offer for Sale,
which comprise the proceeds from the Offer for Sale net of Offer expenses shared by the Selling Shareholders,
and our Company will not receive any proceeds from the Offer for Sale. Further, our Non-Executive Directors,
Abhishek Loonker and Sridhar Narayan, will receive portions of the proceeds of the Offer to the extent of any
distributions made by South Asia EBT Trust, an Investor Selling Shareholder, of which they are beneficiaries. For
further details, see “The Offer”, “Capital Structure” and “Objects of the Offer” on pages 80, 95 and 119,
respectively.

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External Risk Factors

67. Our business is dependent on the Indian economy. Political, economic or other factors that are beyond our
control may have an adverse effect on our business and results of operations.

The performance and growth of our business are necessarily dependent on economic conditions prevalent in India.
The Indian economy and its securities markets are influenced by economic developments and volatility in
securities markets in other countries. Investors’ reactions to developments in one country may have adverse effects
on the market price of securities of companies located in other countries, including India. Negative economic
developments, such as rising fiscal or trade deficits, or a default on national debt, in other emerging market
countries may also affect investor confidence and cause increased volatility in Indian securities markets and
indirectly affect the Indian economy in general. Any worldwide financial instability could also have a negative
impact on the Indian economy, including the movement of exchange rates and interest rates in India and could
then adversely affect our business, financial performance and the price of our Equity Shares.

Any other global economic developments or the perception that any of them could occur may continue to have an
adverse effect on global economic conditions and the stability of global financial markets, and may significantly
reduce global market liquidity and restrict the ability of key market participants to operate in certain financial
markets. Any of these factors could depress economic activity and restrict our access to capital, which could have
an adverse effect on our business, financial condition, results of operations, cash flows and prospects, and reduce
the price of our equity shares.

In particular, the demand for solar power products is influenced by macroeconomic factors, such as the demand
and supply and price of other competitive energy products, as well as government policies and regulations
concerning the solar power industry. The policies and regulations of the government have been very dynamic in
the past and hence affect our operations and business. The price of solar power systems and modules is highly
volatile and inconsistent in its trends and requires easy availability of low-cost credit for the end consumers. Any
financial disruption could have an adverse effect on our business, financial performance, shareholders’ equity and
the price of our Equity Shares.

68. Natural and catastrophic events may reduce energy production below our expectations.

Natural disasters (such as typhoons, flooding, and/or earthquakes), epidemics, pandemics such as COVID-19, and
man-made disasters, including acts of war, terrorist attacks, and other events, many of which are beyond our
control, may lead to economic instability, including in India or globally, which may in turn adversely affect our
business, financial condition, and results of operations. Developments in the ongoing conflict between Russia and
Ukraine, Israel and Hamas, Iran and the Houthi rebels and certain western countries, have resulted in and may
continue to result in a period of sustained instability across global financial markets, induce volatility in
commodity prices, adversely impact availability of natural gas, increase in supply chain, logistics times and costs,
increase borrowing costs, cause outflow of capital from emerging markets and may lead to overall slowdown in
economic activity in India. Our operations may be adversely affected by fires, natural disasters, and/or severe
weather, which can result in damage to our property or inventory and generally reduce our productivity, and may
require us to evacuate personnel and suspend operations. Any terrorist attacks or civil unrest as well as other
adverse social, economic, and political events in India could have a negative effect on us. Such incidents could
also create a greater perception that investment in Indian companies involves a higher degree of risk and could
have an adverse effect on our business and the price of the Equity Shares. A number of countries in Asia, including
India, as well as countries in other parts of the world, are susceptible to contagious diseases and, for example,
have had confirmed cases of diseases such as the highly pathogenic H7N9, H5N1, and H1N1 strains of influenza
in birds and swine, the SARS-CoV-2 virus and the monkeypox virus. Another outbreak of any new variant of
COVID-19 pandemic such as the new JN.1 variant or future outbreaks of SARS-CoV-2 virus or a similar
contagious disease could adversely affect the global economy and economic activity in the region.

Our restated loss before tax for the year in Fiscal 2022 was ₹156.91 million which included the impact of COVID-
19. For further information, see “Management’s Discussion and Analysis of Financial Condition and Results
of Operations – Results of Operations Based on our Restated Consolidated Financial Information” on page
374. Further, due to nationwide lockdowns, we ceased manufacturing operations for several weeks in April and
May of 2020, temporarily affecting our ability to source materials from certain vendors who were unable to
transport materials to us, and led to a significant increase in our raw materials cost as a result of increased freight

70
costs. As a result, any present or future outbreak of a contagious disease could have an adverse effect on our
business and the trading price of the Equity Shares.

69. Any downgrading of India’s sovereign debt rating by an international rating agency could have a negative
impact on our business, results of operations and cash flows.

Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of India.
Any adverse revisions to credit ratings for India and other jurisdictions we operate in by international rating
agencies may adversely impact our ability to raise additional financing and the interest rates and other commercial
terms at which such funding is available. A downgrading of India’s credit ratings may occur, for example, upon a
change of government tax or fiscal policy, which is outside our control. This could have an adverse effect on our
ability to fund our growth on favorable terms and consequently adversely affect our business and financial
performance and the price of the Equity Shares.

70. Changing laws, rules or regulations and legal uncertainties including taxation laws, or their
interpretation, may significantly affect our financial statements.

The regulatory environment in which we operate is evolving and is subject to change. Governmental and
regulatory bodies in India and other countries may enact new regulations or policies, which may require us to
obtain approvals and licenses from applicable governments and other regulatory bodies, or impose onerous
requirements and conditions on our operations, in addition to those which we are in the process of obtaining. New
compliance requirements could increase our costs or otherwise adversely affect our business, prospects, financial
condition and results of operations. Further, the manner in which new requirements will be enforced or interpreted
can lead to uncertainty in our operations and could adversely affect our operations. Accordingly, any adverse
regulatory change in this regard could lead to fluctuation of prices of raw materials and thereby increase our
operational costs. For information on the laws applicable to us, see “Key Regulations and Policies in India” on
page 236.

The Income Tax Act, 1961 (“Income Tax Act”) was amended vide the Taxation Laws (Amendment) Ordinance,
2019 on September 20, 2019 to provide domestic companies an option to pay corporate income tax at the effective
rate of approximately 25.17% (inclusive of applicable surcharge and health and education cess), as compared to
an effective rate of 34.94% (inclusive of applicable surcharge and health and education cess), provided such
companies do not claim certain specified deductions or exemptions. Further, where a company has opted to pay
the reduced corporate tax rate, the minimum alternate tax provisions would not be applicable. Any such future
amendments may affect our ability to claim exemptions that we have historically benefited from, and such
exemptions may no longer be available to us. Any adverse order passed by the appellate authorities, tribunals or
courts would have an effect on our profitability.

Further, with the implementation of GST, we are obligated to pass on any benefits accruing to us as result of the
transition to GST to the consumer thereby limiting our benefits. In order for us to utilize input credit under GST,
the entire value chain has to be GST compliant, including us. While we are and will continue to adhere to the GST
rules and regulations, there can be no assurance that our suppliers and dealers will do so. Any such failure may
result in increased costs on account of non-compliance with the GST and may adversely affect our business and
results of operations.

No dividend distribution tax is required to be paid in respect of dividends declared, distributed or paid by a
domestic company after March 31, 2020 and, accordingly, such dividends would not be exempt in the hands of
the Shareholders both for residents as well as non-residents. Our Company may or may not grant the benefit of a
tax treaty (where applicable) to a non-resident Shareholder for the purposes of deducting tax at source pursuant
to any corporate action, including dividends.

Further, the GoI has notified the Finance Act, 2024 (“Finance Act”) which has introduced various amendments
to the Income Tax Act. In addition, unfavorable changes in or interpretations of existing, or the promulgation of
new laws, rules and regulations including foreign investment laws governing our business, operations, and group
structure could result in us being deemed to be in contravention of such laws or may require us to apply for
additional approvals. We may incur increased costs relating to compliance with such new requirements, which
may also require management time and other resources, and any failure to comply may adversely affect our
business, results of operations and prospects. Uncertainty in the applicability, interpretation or implementation of
any amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a
limited body, of administrative or judicial precedent, may be time consuming as well as costly for us to resolve

71
and may affect the viability of our current business or restrict our ability to grow our business in the future. For
instance, the Supreme Court of India has in a decision clarified the components of basic wages which need to be
considered by companies while making provident fund payments, which resulted in an increase in the provident
fund payments to be made by companies. Any such decisions in future or any further changes in interpretation of
laws may have an impact on our results of operations.

Similarly, changes in other laws may require additional compliance and/or result in us incurring additional
expenditure. We may incur increased costs and other burdens relating to compliance with such new requirements,
which may also require significant management time and other resources, and any failure to comply may adversely
affect our business, results of operations and prospects.

71. We may be affected by competition laws, the adverse application or interpretation of which could adversely
affect our business, results of operations and cash flows.

The Competition Act, 2002, of India, as amended (“Competition Act”), regulates practices having an appreciable
adverse effect on competition in the relevant market in India (“AAEC”). Under the Competition Act, any formal
or informal arrangement, understanding, or action in concert, which causes or is likely to cause an AAEC, is
considered void and may result in the imposition of substantial penalties. Further, any agreement among
competitors which directly or indirectly involves the determination of purchase or sale prices, limits or controls
production, supply, markets, technical development, investment, or the provision of services, or shares the market
or source of production or provision of services in any manner, including by way of allocation of geographical
area or number of customers in the relevant market or directly or indirectly results in bid-rigging or collusive
bidding is presumed to have an AAEC and is considered void. The Competition Act also prohibits abuse of a
dominant position by any enterprise.

On April 11, 2023, the Competition (Amendment) Bill 2023 received the assent of the President of India to become
the Competition (Amendment) Act, 2023 (“Competition Amendment Act”), amending the Competition Act and
giving the CCI additional powers to prevent practices that harm competition and the interests of consumers. It has
been enacted to increase the ease of doing business in India and enhance transparency. The Competition
Amendment Act, inter alia, modifies the scope of certain factors used to determine AAEC, reduces the overall
time limit for the assessment of combinations by the CCI and empowers the CCI to impose penalties based on the
global turnover of entities, for anti-competitive agreements and abuse of dominant position.

The Competition Act aims to, among others, prohibit all agreements and transactions which may have an AAEC
in India. Consequently, all agreements entered by us could be within the purview of the Competition Act. Further,
the CCI has extraterritorial powers and can investigate any agreements, abusive conduct, or combination occurring
outside India if such agreement, conduct, or combination has an AAEC in India. However, the impact of the
provisions of the Competition Act on the agreements entered by us cannot be predicted with certainty at this stage.
We may be affected, directly or indirectly, by the application or interpretation of any provision of the Competition
Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due to
scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied under the Competition
Act, it would adversely affect our business, results of operations, cash flows, and prospects.

Risks Relating to the Equity Shares and this Offer

72. The Offer Price, market capitalization to revenue from operations multiple and price to earnings ratio
based on the Offer Price of our Company, may not be indicative of the market price of the Company on
listing or thereafter.

Set forth below are details regarding our revenue from operations and restated profit / (loss) after tax in the
corresponding year / period:

For the nine months ended December

Particulars Fiscal 2023
31, 2023
(₹ million)
Revenue from operations 14,285.34 20,172.06
Restated profit / (loss) for the period/ year (133.36) 1,274.02

Our market capitalization to revenue from operations (Fiscal 2023) multiple is [●] times and our price to earnings
ratio (based on Fiscal 2023 restated profit / (loss) after tax for the period / year) is [●] at the upper end of the Price

72
Band and [●] at the lower end of the Price Band. The Offer Price of the Equity Shares is proposed to be determined
on the basis of assessment of market demand for the Equity Shares offered through a book-building process, and
certain quantitative and qualitative factors as set out in “Basis for Offer Price” on page 135, and the Offer Price,
multiples and ratios may not be indicative of the market price of the Company on listing or thereafter. Investors
are advised to make an informed decision while investing in our Company taking into consideration the price per
share that will be published in price advertisement, the revenue generated per share in the past and the market
capitalization of our company vis-à-vis the revenue generated per share.

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 do not guarantee that a
market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares.

Accordingly, any valuation exercise undertaken for the purposes of the Offer by our Company would not be 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, 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.

73. The determination of the Price Band is based on various factors and assumptions and the Offer Price of
the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer. Further,
the current market price of some securities listed pursuant to certain previous issues managed by the
BRLMs is below their respective issue prices.

The determination of the Price Band is based on various factors and assumptions, and will be determined by our
Company, in consultation with the BRLMs. Furthermore, the Offer Price of the Equity Shares will be determined
by our Company, in consultation with the BRLMs through the Book Building Process. These will be based on
numerous factors, including factors as described under “Basis for Offer Price” on page 135 and may not be
indicative of the market price for the Equity Shares after the Offer.

In addition to the above, the current market price of securities listed pursuant to certain previous initial public
offerings managed by the BRLMs is below their respective issue price. For further details, see “Other Regulatory
and Statutory Disclosures – Price information of past issues handled by the BRLMs” on page 418. The factors
that could affect the market price of the Equity Shares include, among others, broad market trends, financial
performance and results of our Company post-listing, and other factors beyond our control. We cannot assure you
that an active market will develop or sustained trading will take place in the Equity Shares or provide any
assurance regarding the price at which the Equity Shares will be traded after listing.

74. Subsequent to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like
Additional Surveillance Measures and Graded Surveillance Measures by the Stock Exchanges in order to
enhance market integrity and safeguard the interest of investors.

SEBI and the Stock Exchanges, in the past, have introduced various pre-emptive surveillance measures with
respect to the shares of listed companies in India (the “Listed Securities”) in order to enhance market integrity,
safeguard the interests of investors and potential market abuses. In addition to various surveillance measures
already implemented, and in order to further safeguard the interest of investors, the SEBI and the Stock Exchanges
have introduced additional surveillance measures (“ASM”) and graded surveillance measures (“GSM”).

ASM is conducted by the Stock Exchanges on Listed Securities with surveillance concerns based on certain
objective parameters such as price-to-earnings ratio, percentage of delivery, client concentration, variation in
volume of shares and volatility of shares, among other things. GSM is conducted by the Stock Exchanges on
Listed Securities where their price quoted on the Stock Exchanges is not commensurate with, among other things,
the financial performance and financial condition measures such as earnings, book value, fixed assets, net worth,
other measures such as price-to-earnings multiple and market capitalization.

73
Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as other
factors which may result in high volatility in price, and low trading volumes as a percentage of combined trading
volume of our Equity Shares. The occurrence of any of the abovementioned factors or other circumstances may
trigger any of the parameters prescribed by SEBI and the Stock Exchanges for placing our securities under the
GSM and/or ASM framework or any other surveillance measures, which could result in significant restrictions on
trading of our Equity Shares being imposed by SEBI and the Stock Exchanges. These restrictions may include
requiring higher margin requirements, limiting trading frequency or freezing of price on the upper side of trading,
as well as mentioning of our Equity Shares on the surveillance dashboards of the Stock Exchanges. The imposition
of these restrictions and curbs on trading may have an adverse effect on the market price, trading and liquidity of
our Equity Shares and on the reputation and conditions of our Company. Any such instance may result in a loss
of our reputation and diversion of our management’s attention and may also decrease the market price of our
Equity Shares which could cause you to lose some or all of your investment.

75. Rights of shareholders of companies under Indian law may be more limited than under the laws of other
jurisdictions.

Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity
of corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may
differ from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law,
including in relation to class actions, may not be as extensive and widespread as shareholders’ rights under the
laws of other countries or jurisdictions. Investors may face more challenges in asserting their rights as a
shareholder in an Indian company than as a shareholder of an entity in another jurisdiction.

76. Investors may not be able to enforce a judgment of a foreign court against us, our Directors, and executive
officers in India respectively, except by way of a law suit in India.

We are incorporated under the laws of India and most of our Directors, Key Managerial Personnel and Senior
Management reside in India. As of the date of this Draft Red Herring Prospectus, all of our assets are located in
India. Where investors wish to enforce foreign judgments in India, they may face difficulties in enforcing such
judgments. India exercises reciprocal recognition and enforcement of judgments in civil and commercial matters
with a limited number of jurisdictions. In order to be enforceable, a judgment obtained in a jurisdiction which
India recognizes as a reciprocating territory must meet certain requirements of the Civil Procedure Code, 1908
(the “CPC”).

India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments.
Recognition and enforcement of foreign judgments is provided for under Sections 13, 14 and 44A of the CPC on
a statutory basis. Section 44A of the CPC provides that where a certified copy of a decree of any superior court,
within the meaning of that section, obtained in any country or territory outside India which the government has
by notification declared to be in a reciprocating territory, may be enforced in India by proceedings in execution as
if the judgment had been rendered by a district court in India. However, Section 44A of the CPC is applicable
only to monetary decrees and does not apply to decrees for amounts payable in respect of taxes, other charges of
a like nature or in respect of a fine or other penalties and does not apply to arbitration awards (even if such awards
are enforceable as a decree or judgment).

Among other jurisdictions, the United Kingdom, United Arab Emirates, Republic of Singapore and Hong Kong
have been declared by the government to be reciprocating territories for the purposes of Section 44A of the CPC.
A judgment of a court of a country which is not a reciprocating territory may be enforced in India only by a suit
upon the judgment under Section 13 of the CPC, and not by proceedings in execution. Section 13 of the CPC
provides that foreign judgments shall be conclusive regarding any matter directly adjudicated upon except: (i)
where the judgment has not been pronounced by a court of competent jurisdiction; (ii) where the judgment has
not been given on the merits of the case; (iii) where it appears on the face of the proceedings that the judgment is
founded on an incorrect view of international law or refusal to recognize the law of India in cases to which such
law is applicable; (iv) where the proceedings in which the judgment was obtained were opposed to natural justice;
(v) where the judgment has been obtained by fraud; and/ or (vi) where the judgment sustains a claim founded on
a breach of any law then in force in India. The suit must be brought in India within three years from the date of
judgment in the same manner as any other suit filed to enforce a civil liability in India.

The United States has not been declared by the GoI to be a reciprocating territory for the purposes of Section 44A
of the CPC. Therefore, a final judgment for the payment of money rendered by any federal or state court in the
United States on civil liability, whether or not predicated solely upon the federal securities laws of the United

74
States, would not be enforceable in India. However, the party in whose favor such final judgment is rendered may
bring a new suit in a competent court in India based on a final judgment that has been obtained in the United
States. The suit must be brought in India within three years from the date of the judgment in the same manner as
any other suit filed to enforce a civil liability in India.

Further, there may be considerable delays in the disposal of suits by Indian courts. It is unlikely that a court in
India would award damages on the same basis as a foreign court if an action were brought in India. Furthermore,
it is unlikely that an Indian court would enforce a foreign judgment if that court were of the view that the amount
of damages awarded was excessive or inconsistent with public policy or Indian law. It is uncertain as to whether
an Indian court would enforce foreign judgments that would contravene or violate Indian law. However, a party
seeking to enforce a foreign judgment in India is required to obtain approval from the RBI under the FEMA to
execute such a judgment or to repatriate any amount recovered.

77. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares
held as investments in an Indian company are generally taxable in India. Any capital gain realized on the sale of
listed equity shares on a Stock Exchange held for more than 12 months immediately preceding the date of transfer
will be subject to long-term capital gains in India at the specified rates depending on certain factors, such as
whether the sale is undertaken on or off the Stock Exchanges, the quantum of gains and any available treaty relief.
Accordingly, you may be subject to payment of long-term capital gains tax in India, in addition to payment of
Securities Transaction Tax (“STT”), on the sale of any Equity Shares held for more than 12 months immediately
preceding the date of transfer. STT will be levied on and collected by a domestic stock exchange on which the
Equity Shares are sold. Further, any capital gains realized on the sale of listed equity shares held for a period of
12 months or less immediately preceding the date of transfer will be subject to short-term capital gains tax in
India.

In terms of the Finance Act, 2018, with effect from April 1, 2018, taxes payable by an assessee on the capital gains
arising from transfer of long-term capital assets (introduced as Section 112A of the Income-Tax Act, 1961) shall
be calculated on such long-term capital gains at the rate of 10%, where the long-term capital gains exceed
₹100,000, subject to certain exceptions in case of resident individuals and Hindu Undivided Families. The stamp
duty for transfer of certain securities, other than debentures, on a delivery basis is currently specified at 0.015%
and on a non-delivery basis is specified at 0.003% of the consideration amount.

Under the Finance Act 2020, any dividends paid by an Indian company will be subject to tax in the hands of the
shareholders at applicable rates. Such taxes will be withheld by the Indian company paying dividends. The
Company may or may not grant the benefit of a tax treaty (where applicable) to a non-resident shareholder for the
purposes of deducting tax at source pursuant to any corporate action including dividends. Investors are advised to
consult their own tax advisors and to carefully consider the potential tax consequences of owning Equity Shares.
Unfavorable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations
including foreign investment and stamp duty laws governing our business and operations could result in us being
deemed to be in contravention of such laws and may require us to apply for additional approvals.

78. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse
effect on the value of our Equity Shares, independent of our operating results.

On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect
of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant foreign
currency for repatriation, if required. Any adverse movement in currency exchange rates during the time taken for
such conversion may reduce the net dividend to foreign investors. In addition, any adverse movement in currency
exchange rates during a delay in repatriating the proceeds from a sale of Equity Shares outside India, for example,
because of a delay in regulatory approvals that may be required for the sale of Equity Shares, may reduce the
proceeds received by Shareholders. For example, the exchange rate between the Indian Rupee and the U.S. dollar
has fluctuated substantially in recent years and may continue to fluctuate substantially in the future, which may
have an adverse effect on the returns on our Equity Shares, independent of our operating results.

79. Our Company’s Equity Shares have never been publicly traded and may experience price and volume
fluctuations following the completion of the Offer, an active trading market for the Equity Shares may not
develop, the price of our Equity Shares may be volatile and may not be indicative of the market price of

75
 the Equity Shares after the Offer, and you may be unable to resell your Equity Shares at or above the Offer
Price or at all.

Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market may not
develop or be sustained after the Offer. Listing and quotation do not guarantee that a market for our Equity Shares
will develop or, if developed, the liquidity of such market for the Equity Shares. The Offer Price of the Equity
Shares is proposed to be determined through a book building process and may not be indicative of the market
price of our Equity Shares at the time of commencement of trading of our Equity Shares or at any time thereafter.

There has been significant volatility in the Indian stock markets in the recent past, and the trading price of our
Equity Shares after this Offer could fluctuate significantly as a result of market volatility or due to various internal
or external risks, including but not limited to those described in this Draft Red Herring Prospectus. These broad
market fluctuations and industry factors may materially reduce the market price of our Equity Shares, regardless
of our Company’s performance. In addition, following the expiry of the six-month locked-in period on certain
portions of the pre-Offer Equity Share capital, the pre-Offer shareholders may sell their shareholding in our
Company, depending on market conditions and their investment horizon. Any perception by investors that such
sales might occur could additionally affect the trading price of our Equity Shares. Consequently, the price of our
Equity Shares may be volatile, and you may be unable to sell your Equity Shares at or above the Offer Price, or
at all. A decrease in the market price of our Equity Shares could cause investors to lose some or all of their
investment.

80. There is no guarantee that the Equity Shares of our Company will be listed on the Stock Exchanges in a
timely manner or at all.

In accordance with applicable Indian law and practice, permission for listing and trading of our Equity Shares will
not be granted until after certain actions have been completed in relation to this Offer and until the Allotment of
Equity Shares pursuant to this Offer. In accordance with current regulations and circulars issued of SEBI, our
Equity Shares are required to be listed on the Stock Exchanges within such time as mandated under UPI Circulars,
subject to any change in the prescribed timeline in this regard. However, we cannot assure you that the trading in
our Equity Shares will commence in a timely manner or at all. Any failure or delay in obtaining final listing and
trading approvals may restrict your ability to dispose of your Equity Shares.

81. Investors will not be able to sell immediately, on an Indian stock exchange, any of the Equity Shares they
purchase in the Offer.

The Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions must
be completed before the Equity Shares can be listed and trading in the Equity Shares may commence. Investors’
book entry, or ‘demat’ accounts with depository participants in India, are expected to be credited within one
working day of the date on which the Basis of Allotment is approved by the Stock Exchanges. The Allotment of
Equity Shares in the Offer and the credit of such Equity Shares to the applicant’s demat account with a depository
participant could take approximately two Working Days from the Bid/Offer Closing Date and trading in the Equity
Shares upon receipt of final listing and trading approvals from the Stock Exchanges is expected to commence
within three Working Days of the Bid/Offer Closing Date. There could be a failure or delay in listing of the Equity
Shares on the Stock Exchanges. Any failure or delay in obtaining the approval or otherwise commence trading in
the Equity Shares would restrict investors’ ability to dispose of their Equity Shares. There can be no assurance
that the Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will
commence, within the time periods specified in this risk factor. We could also be required to pay interest at the
applicable rates if allotment is not made, refund orders are not dispatched or demat credits are not made to
investors within the prescribed time periods.

82. Any future issuance of Equity Shares or convertible securities or other equity-linked instruments by us
may dilute your shareholding and sale of Equity Shares by the Promoters may adversely affect the trading
price of the Equity Shares.

We may be required to finance our growth, whether organic or inorganic, through future equity offerings. Any
future equity issuances by us, including a primary offering, convertible securities or securities linked to Equity
Shares, including through exercise of employee stock options, may lead to the dilution of investors’ shareholdings
in our Company. Any future equity issuances by us or disposal of our Equity Shares by the Promoters or any of

76
our other principal shareholders or any other change in our shareholding structure to comply with minimum public
shareholding norms applicable to listed companies in India, or any public perception regarding such issuance or
sales, may adversely affect the trading price of the Equity Shares, which may lead to other adverse consequences
including difficulty in raising capital through offering of our Equity Shares or incurring additional debt. There can
be no assurance that we will not issue further Equity Shares or that our existing shareholders including our
Promoters will not dispose of further Equity Shares after the completion of the Offer (subject to compliance with
the lock-in provisions under the SEBI ICDR Regulations) or pledge or encumber their Equity Shares. Any future
issuances could also dilute the value of a shareholder’s investment in the Equity Shares and adversely affect the
trading price of our Equity Shares. Such securities may also be issued at prices below the Offer Price. We may
also issue convertible debt securities to finance our future growth or fund our business activities. In addition, any
perception by investors that such issuances or sales might occur may also affect the market price of our Equity
Shares.

83. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract
foreign investors, which may adversely affect the trading price of the Equity Shares.

Under foreign exchange regulations currently in force in India, transfers of shares between non-residents and
residents are freely permitted (subject to compliance with sectoral norms and certain other restrictions), if they
comply with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares,
which are sought to be transferred, is not in compliance with such pricing guidelines or reporting requirements or
falls under any of the exceptions referred to above, then a prior regulatory approval will be required. Further,
unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any
extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures
for making such investment. The RBI and the concerned ministries / departments are responsible for granting
approval for foreign investment. Additionally, shareholders who seek to convert Rupee proceeds from a sale of
shares in India into foreign currency and repatriate that foreign currency from India require a no-objection or a
tax clearance certificate from the Indian income tax authorities.

In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, which has
been incorporated as the proviso to Rule 6(a) of the FEMA Rules, investments where the beneficial owner of the
Equity Shares is situated in or is a citizen of a country which shares a land border with India, can only be made
through the Government approval route, as prescribed in the Consolidated FDI Policy dated October 15, 2020 and
the FEMA Rules. We cannot assure you that any required approval from the RBI or any other governmental agency
can be obtained with or without any particular terms or conditions or at all.

For further information, see “Restrictions on Foreign Ownership of Indian Securities” on page 458.

84. Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and
IFRS, which investors may be more familiar with and may consider material to their assessment of our
financial condition.

Our Restated Consolidated Financial Information for Fiscals 2021, 2022 and 2023 and the nine months ended
December 31, 2023, are derived from our audited consolidated financial statements as at and for Fiscals 2021,
2022 and 2023, prepared in accordance with Ind AS and our audited consolidated financial statements as at and
for the nine months ended December 31, 2023 have been prepared in accordance with Ind AS 34 and restated in
accordance with requirements of Section 26 of Part I of Chapter III of Companies Act, 2013, SEBI ICDR
Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI. Ind
AS differs in certain significant respects from IFRS, U.S. GAAP and other accounting principles with which
prospective investors may be familiar in other countries. If our financial statements were to be prepared in
accordance with such other accounting principles, our results of operations, cash flows and financial position may
be substantially different. Prospective investors should review the accounting policies applied in the preparation
of our financial statements, and consult their own professional advisors for an understanding of the differences
between these accounting principles and those with which they may be more familiar. Any reliance by persons
not familiar with Indian accounting practices on the financial disclosures presented in this Draft Red Herring
Prospectus should be limited accordingly.

85. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual
Investors are not permitted to withdraw their Bids after the Bid/Offer Closing Date.

77
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to block the Bid
amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity of
Equity Shares or the Bid Amount) at any stage after submitting a Bid. Retail Individual Investors can revise their
Bids during the Bid/Offer Period and/or withdraw their Bids until the Bid/Offer Closing date, but not thereafter.
While we are required to complete all necessary formalities for listing and commencement of trading of the Equity
Shares on all Stock Exchanges where such Equity Shares are proposed to be listed, including Allotment, within
three Working Days from the Bid/Offer Closing Date or such other period as may be prescribed by the SEBI,
events affecting the investors’ decision to invest in the Equity Shares, including adverse changes in international
or national monetary policy, financial, political or economic conditions, our business, results of operations, cash
flows or financial condition may arise between the date of submission of the Bid and Allotment. We may complete
the Allotment of the Equity Shares even if such events occur, and such events may limit investors’ ability to sell
the Equity Shares Allotted pursuant to the Offer or cause the trading price of the Equity Shares to decline on
listing. Therefore, QIBs and Non-Institutional Investors will not be able to withdraw or lower their bids following
adverse developments in international or national monetary policy, financial, political or economic conditions,
our business, results of operations, cash flows or otherwise between the dates of submission of their Bids and
Allotment.

86. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law
and thereby may suffer future dilution of their ownership position.

Under the Companies Act, 2013 a company having share capital and incorporated in India must offer its holders
of equity shares pre-emptive rights to subscribe and pay for a proportionate number of equity shares to maintain
their existing ownership percentages before the issuance of any new equity shares, unless the pre-emptive rights
have been waived by adoption of a special resolution by holders of three-fourths of the equity shares voting on
such resolution. However, if the laws of the jurisdiction the investors are located in does not permit them to
exercise their pre-emptive rights without our filing an offering document or registration statement with the
applicable authority in such jurisdiction, the investors will be unable to exercise their pre-emptive rights unless
we make such a filing. If we elect not to file a registration statement, the new securities may be issued to a
custodian, who may sell the securities for the investor’s benefit. The value the custodian receives on the sale of
such securities and the related transaction costs cannot be predicted. In addition, to the extent that the investors
are unable to exercise pre-emption rights granted in respect of the Equity Shares held by them, their proportional
interest in us would be reduced.

87. A third-party could be prevented from acquiring control of us post this Offer, because of anti-takeover
provisions under Indian law.

As a listed Indian entity, there are provisions in Indian law that may delay, deter or prevent a future takeover or
change in control of our Company. Under the Takeover Regulations, an acquirer has been defined as any person
who, directly or indirectly, acquires or agrees to acquire shares or voting rights or control over a company, whether
individually or acting in concert with others. Although these provisions have been formulated to ensure that
interests of investors / shareholders are protected, these provisions may also discourage a third party from
attempting to take control of our Company subsequent to completion of the Offer. Consequently, even if a potential
takeover of our Company would result in the purchase of the Equity Shares at a premium to their market price or
would otherwise be beneficial to our shareholders, such a takeover may not be attempted or consummated because
of SEBI Takeover Regulations.

88. Our customers may engage in transactions in or with countries or persons that are subject to U.S. and
other sanctions.

U.S. law generally prohibits U.S. persons from directly or indirectly investing or otherwise doing business in or
with certain countries that are the subject of comprehensive sanctions and with certain persons or businesses that
have been specially designated by the OFAC or other U.S. government agencies. Other governments and
international or regional organizations also administer similar economic sanctions. We may enter into transactions
with customers who may be doing business with, or located in, countries to which certain OFAC-administered
and other sanctions apply. There can be no assurance that we will be able to fully monitor all of our transactions
for any potential violation. If it were determined that transactions in which we participate violate U.S. or other
sanctions, we could be subject to U.S. or other penalties, and our reputation and future business prospects in the
United States or with U.S. persons, or in other jurisdictions, could be adversely affected. We rely on our staff to
be up-to-date and aware of the latest sanctions in place. Further, investors in the Equity Shares could incur

78
reputational or other risks as the result of our customers’ dealings in or with countries or with persons that are the
subject of U.S. sanctions.

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 SECTION III – INTRODUCTION

THE OFFER

The following table summarises the Offer details:

Offer^ Up to [●] Equity Shares aggregating up to ₹[●] million

Of which:
Fresh Issue(1)^ Up to [●] Equity Shares aggregating up to ₹15,000 million
Offer for Sale(2) Up to 28,200,000 Equity Shares aggregating up to ₹[●] million
The Offer consists of:
Employee Reservation Portion(3) Up to [●] Equity Shares aggregating up to ₹[●] million

Net Offer Up to [●] Equity Shares aggregating up to ₹[●] million

The Net Offer comprises of:

A. QIB Portion(4) Not more than [●] Equity Shares

Of which:
Anchor Investor Portion(5) Up to [●] Equity Shares
Net QIB Portion (assuming Anchor Investor Portion Up to [●] Equity Shares
is fully subscribed)
Of which:
Mutual Fund Portion (5% of the Net QIB Portion) [●] Equity Shares
Balance of QIB Portion for all QIBs including [●] Equity Shares
Mutual Funds

B. Non-Institutional Category(6) Not less than [●] Equity Shares

Of which:
One-third available for allocation to Bidders with a [●] Equity Shares
Bid size of more than ₹200,000 and up to
₹1,000,000
Two-thirds available for allocation to Bidders with [●] Equity Shares
a Bid size of more than ₹1,000,000

C. Retail Category Not less than [●] Equity Shares

Pre and post-Offer Equity Shares

Equity Shares outstanding prior to the Offer (as on the 334,065,168 Equity Shares
date of this DRHP)
Equity Shares outstanding prior to the Offer (after 422,065,168 Equity Shares
conversion of CCDs)*
Equity Shares outstanding after the Offer [●] Equity Shares

Use of Net Proceeds See “Objects of the Offer” on page 119 for information about
the use of the proceeds from the Fresh Issue. Our Company will
not receive any proceeds from the Offer for Sale.
(1)
Our Board has authorised the Offer pursuant to their resolution dated March 12, 2024. Our Shareholders have authorised the Fresh Issue
pursuant to their special resolution dated March 12, 2024.
(2)
Our Board has taken on record the approval for the Offer for Sale by the Selling Shareholders pursuant to its resolution dated April 18,
2024. Each Selling Shareholder has confirmed that the Offered Shares have been held by them for a period of at least one year prior to
the filing of this Draft Red Herring Prospectus and where such Equity Shares have resulted or shall result from conversion of any CCDs,
such CCDs and the Equity Shares resulting from conversion thereof shall have been held for a period of at least one year prior to the
filing of this Draft Red Herring Prospectus and are accordingly eligible for being offered for sale in the Offer in compliance with the
SEBI ICDR Regulations. Each Selling Shareholder has authorized the inclusion of their respective portion of the Offered Shares in the
Offer for Sale. For details of authorizations received for the Offer for Sale, see “Other Regulatory and Statutory Disclosures- Authority
for the Offer” beginning on page 411.
(3)
In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and
Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹200,000 (net of Employee Discount, if any), subject to
the maximum value of Allotment made to such Eligible Employees not exceeding ₹500,000 (net of Employee Discount, if any). The
unsubscribed portion, if any, in the Employee Reservation Portion (after allocation up to ₹500,000 (net of Employee Discount, if any) to
each Eligible Employee), shall be added to the Net Offer. Our Company, in consultation with the BRLMs, may offer a discount of up to
[●]% on the Offer Price (equivalent of ₹ [●] per Equity Share) to Eligible Employees bidding in the Employee Reservation Portion which
shall be announced two Working Days prior to the Bid/Offer Opening Date. For further details, see “Offer Structure” and “Offer
Procedure” on pages 432 and 437, respectively.
(4)
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except in the QIB Portion,
would be allowed to be met with spill over from any other category or combination of categories at the discretion of our, in consultation

80
 with the BRLMs and the Designated Stock Exchange subject to applicable law. In the event of under-subscription in the Offer, Equity
Shares shall be allocated in the manner specified in the section “Offer Structure” on page 432.
(5)
Our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis,
in consultation with the BRLMs in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be
reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor
Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor
Portion shall be added to the QIB Portion. For further details, see “Offer Procedure” on page 437.
(6)
Not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Investors of which one-third of the Non-
Institutional Category will be available for allocation to Bidders with a Bid size of more than ₹200,000 and up to ₹1,000,000 and two-
thirds of the Non-Institutional Category will be available for allocation to Bidders with a Bid size of more than ₹1,000,000 and under-
subscription in either of these two sub-categories of Non-Institutional Category may be allocated to Bidders in the other sub-category of
Non-Institutional Category.
^ Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, as may be permitted under the applicable law,
aggregating up to ₹3,000.00 million, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement,
if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed,
the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of
the Securities Contracts (Regulation) Rules, 1957, as amended. On utilization of Pre-IPO Placement proceeds (if any) prior to the
completion of the Offer, it shall be appropriately intimated to the Pre-IPO Placement subscribers that there is no guarantee that our
Company may proceed ahead with the Offer or the Offer may be successful and results into listing of the Equity Shares of our Company
on Stock Exchanges. Further, relevant disclosures regarding such communication/intimation to the Pre-IPO Placement subscribers shall
be appropriately made in the relevant section of the offer documents.
* As on the date of this Draft Red Herring Prospectus, 17,600,000 CCDs are outstanding which shall be converted into 88,000,000 Equity
Shares in the ratio of five Equity Shares for each CCD held, prior to filing of the Red Herring Prospectus with the RoC in accordance
with Regulation 5(2) of the SEBI ICDR Regulations.

Pursuant to Rule 19(2)(b) of the SCRR, the Offer is being made for at least [●]% of the post-Offer paid-up Equity
Share capital of our Company. Allocation to all categories of Bidders shall be made in accordance with SEBI
ICDR Regulations. The allocation to each Retail Individual Investor shall not be less than the minimum Bid Lot,
subject to availability of Equity Shares in the Retail Category and the remaining available Equity Shares, if any,
shall be allocated on a proportionate basis. The allocation to each Non-Institutional Investor shall not be less than
the minimum non-institutional application size, subject to availability of Equity Shares in the Non-Institutional
Category and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in
accordance with the conditions specified in this regard in Schedule XIII to the SEBI ICDR Regulations. For
further details, see Terms of the Offer”, “Offer Structure” and “Offer Procedure” on pages 425, 432 and 437,
respectively.

81
 SUMMARY FINANCIAL INFORMATION

The summary financial information presented below should be read in conjunction with “Restated Consolidated
Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 280 and 351, respectively. The following tables set forth summary financial
information derived from our Restated Consolidated Financial Information.

[Remainder of this page has been intentionally left blank]

82
 Restated Consolidated Summary Balance Sheet
(in ₹ million)
As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
ASSETS

Non-current assets
Property, plant and equipment 11,688.00 5,836.14 4,714.48 4,196.13
Right-of-use assets 92.01 4.20 7.16 9.36
Capital work in progress 402.03 3,493.26 1,141.96 0.86
Investment property 57.58 58.04 58.65 46.91
Goodwill 0.06 0.06 0.06 -
Other intangible assets 16.20 20.63 4.70 2.19
Financial assets
(i) Investments 87.40 70.14 65.18 91.42
(ii) Loans 21.99 21.99 - -
(iii) Other financial assets 1,055.65 397.73 531.46 593.22
Deferred tax assets (net) 69.46 2.49 11.18 15.67
Other non-current assets 154.13 589.29 236.49 363.88
Income tax assets (net) 54.11 55.50 - -
Total non-current assets 13,698.62 10,549.47 6,771.32 5,319.64

Current assets
Inventories 7,995.60 6,328.55 2,169.27 626.41
Financial assets
(i) Investments - 517.58 482.17 -
(ii) Trade receivables 2,517.81 594.61 1,451.82 1,620.00
(iii) Cash and cash equivalents 2,163.77 645.70 800.99 144.54
(iv) Bank balances other than (iii) above 1,723.84 1,288.99 795.78 649.62
(v) Loans 9.55 3.50 6.93 18.44
(vi) Other financial assets 222.86 80.04 117.77 67.61
Current tax assets (net) - 20.68 12.78 -
Other current assets 1,055.27 1,077.76 788.97 1,178.31
Assets classified as held for sale - - 17.14 144.12
Total current assets 15,688.70 10,557.41 6,643.62 4,449.05

Total assets 29,387.32 21,106.88 13,414.94 9,768.69

EQUITY AND LIABILITIES

Equity
Equity share capital 263.46 263.46 263.46 249.51
Instruments entirely equity in nature 1,698.74 1,698.74 1,698.74 -
Other equity 3,442.56 2,149.95 1,984.04 1,971.17
Equity attributable to the owners of the company 5,404.76 4,112.15 3,946.24 2,220.68
Non controlling interest 130.34 130.34 93.15 169.45
Total equity 5,535.10 4,242.49 4,039.39 2,390.13

Liabilities
Non-current liabilities
Financial liabilities
(i) Borrowings 8,499.08 5,698.10 3,322.71 2,467.50
(ii) Lease liabilities 77.33 1.38 4.43 5.31
Provisions 385.57 287.49 307.60 349.88
Deferred tax liability (net) 452.52 83.83 76.27 188.67
Other non-current liabilities 408.71 419.28 526.95 253.22
Total non-current liabilities 9,823.21 6,490.08 4,237.96 3,264.58

Current liabilities
Financial liabilities
(i) Borrowings 5,601.37 1,937.32 1,210.26 984.43
(ii) Lease liabilities 14.57 3.06 2.65 2.52
(iii) Trade payables
(a) Total outstanding dues of micro enterprises and small enterprises 108.95 142.52 207.34 83.38
(b) Total outstanding dues of creditors other than micro enterprises and small enterprises 4,906.70 3,836.63 2,492.08 1,539.48
(iv) Other financial liabilities 1,123.19 1,689.72 339.06 380.43
Other current liabilities 2,209.44 2,759.82 877.66 1,108.08
Provisions 8.00 5.24 8.54 4.48
Current tax liabilities (net) 56.79 - - 11.18
Total current liabilities 14,029.01 10,374.31 5,137.59 4,113.98

Total liabilities 23,852.22 16,864.39 9,375.55 7,378.56

Total equity and liabilities 29,387.32 21,106.88 13,414.94 9,768.69

83
 Restated Consolidated Summary of Profit and Loss

(in ₹ million, unless otherwise stated)

For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021

Income
Revenue from operations 20,172.06 14,285.34 7,428.71 7,014.58
Other income 155.56 346.78 241.62 347.77
Total income 20,327.62 14,632.12 7,670.33 7,362.35

Expenses
Cost of materials consumed 15,660.27 11,105.19 3,987.20 4,768.23
Purchases of stock-in-trade 1,291.44 1,568.23 2,281.31 519.68
Changes in inventories of finished goods and work-in-progress (1,867.17) (934.07) (397.93) (80.83)
Contract execution expense 408.57 246.09 316.12 576.92
Employee benefits expense 401.69 448.09 246.38 196.73
Finance costs 759.93 686.27 430.03 216.56
Depreciation and amortisation expenses 590.46 532.33 276.01 116.41
Other expenses 1,344.25 1,069.78 699.87 496.96
Total expenses 18,589.44 14,721.91 7,838.99 6,810.66

Restated Profit / (Loss) before tax and share of profit of associates 1,738.18 (89.79) (168.66) 551.69

Share of profit of associates 9.87 12.19 11.75 6.50

Restated Profit / (Loss) before tax 1,748.05 (77.60) (156.91) 558.19

Tax expense:
Current tax 173.43 39.95 95.04 179.65
Deferred tax charge / (credit) 300.60 15.81 (107.87) 120.47
Total tax expense 474.03 55.76 (12.83) 300.12

Restated Profit / (Loss) for the period / year 1,274.02 (133.36) (144.08) 258.07

Other Comprehensive Income / (Loss)

(i) Items that will not be reclassified subsequently to profit or loss
Re-measurement of gain/ (loss) on defined benefit plans (3.41) 1.88 (0.16) 4.55
(ii) Income tax relating to items that will not be reclassified to profit or loss 0.74 (0.44) 0.04 (1.15)
(iii) Items that will be reclassified subsequently to profit or loss
Gain/ (loss) on fair value of investment carried at fair value through other 7.39 - - (3.85)
comprehensive income
(iv) Income tax relating to items that will be reclassified to profit or loss (1.86) - - -
Restated Other Comprehensive Income / (Loss) for the period/year 2.86 1.44 (0.12) (0.45)

Restated Total Comprehensive Income/ (Loss) for the period / year 1,276.88 (131.92) (144.20) 257.62

Restated Profit/ (Loss) for the period/ year attributable to:

Owners of the company 1,274.02 (128.05) (143.60) 234.79
Non-controlling interests - (5.31) (0.48) 23.28
1,274.02 (133.36) (144.08) 258.07

Restated Other Comprehensive Income / (Loss) attributable to

Owners of the company 2.86 1.44 (0.12) (0.45)
2.86 1.44 (0.12) (0.45)

Restated Total Comprehensive Income / (Loss) attributable to

Owners of the company 1,276.88 (126.61) (143.72) 234.34
Non-controlling interests - (5.31) (0.48) 23.28
1,276.88 (131.92) (144.20) 257.62

Restated earnings / (Loss) per Equity Share (Face value of ₹ 1/- each)
- Basic (in ₹) 4.84 (0.48) (0.56) 0.94
- Diluted (in ₹) 3.62 (0.48) (0.56) 0.94

84
 Restated Consolidated Summary Cash Flows

(in ₹ million)

For the period ended For the year ended For the year ended For the year ended March
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 31, 2021

Cash flow from operating activities

Profit / (Loss) before tax as per Restated Statement of Profit and Loss 1,748.05 (77.60) (156.91) 558.19
Adjustments for
Share of profit of associates (9.87) (12.19) (11.75) (6.50)
Depreciation and amortization expense 590.46 532.33 276.01 116.41
Loss/ (Profit) on sale of property, plant and equipment 0.14 (6.59) (0.67) (30.79)
Profit on sale of investment (2.93) (14.61) (9.18) (5.59)
Provision for doubtful debts 66.38 53.36 36.19 22.80
Provision for Corporate social responsibility expense 2.85 - - -
Income from government grant (20.78) (27.65) (9.21) -
Liabilities / Provisions no longer required written back (3.69) (41.40) (18.19) (3.03)
Provision for/ (write back of) warranty (net) 85.00 (24.98) (37.31) 54.60
Net (gain)/loss on foreign exchange fluctuations (unrealised) 19.01 (29.19) (6.45) (25.20)
Finance costs 527.91 622.04 415.68 216.56
Unwinding of discount on retention money 16.49 17.09 14.47 -
Net gain on Financial assets measured at FVTPL (unrealised) - (9.94) (6.27) -
Dividend income (1.07) - (4.27) (21.43)
Interest income (104.60) (120.14) (92.22) (36.47)
Share based payment expense 15.73 12.50 2.47 -
Provision for impairment of investments - 2.33 - -
Bad debts written off 7.05 2.36 32.30 -
Rental income (0.87) (0.88) (0.88) (0.34)
Gain on early termination of lease (0.25) - - -
Operating cash profit before working capital changes 2,935.01 876.84 423.81 839.21
Changes in working capital:
(Increase) in inventories (1,667.07) (4,159.27) (1,542.87) (53.86)
(Increase)/ Decrease in trade receivables (1,996.63) 801.49 106.14 390.64
(Increase)/ Decrease in financial assets and other assets (117.88) (184.61) 407.37 547.77
Increase/ (Decrease) in trade payables 1,018.35 1,351.75 1,060.55 580.86
Increase/(Decrease) in financial liabilities and other current liabilities (482.86) 1,780.55 (285.42) 193.15
Increase/ (Decrease) in provisions 12.41 3.45 (0.91) 8.82
Cash (used in) / generated from operations (298.67) 470.20 168.67 2,506.59
Income tax paid (95.91) (103.35) (119.03) (137.81)
Net cash flow (used in) / generated from operating activities (A) (394.58) 366.85 49.64 2,368.78

Cash flow from investing activities

Purchases of property, plant and equipment, including intangible assets, capital work-in-progress and capital (3,544.14) (2,760.42) (1,987.30) (3,244.83)
advances
Proceeds from sale of property, plant and equipment 1.12 27.59 153.42 48.18
Bank deposits (placed)/matured, net (665.60) 67.94 132.41 (393.06)
Movement in other bank balances (434.85) (493.21) (146.16) -
Dividend income 1.07 - 4.27 21.43
Loans (given)/ repaid , net - (18.56) - -
Investments in equity instruments - - (0.53) -
Interest received 67.86 142.98 83.17 34.00
Investment in mutual funds (1,562.47) (507.63) (1,837.72) -
Proceeds from sale of mutual funds 2,082.98 491.35 1,379.93 6.00
Proceeds from sale of investments in equity instruments - 10.33 38.32 -
Rental income 0.87 0.88 0.88 0.34
Net cash flow used in investing activities (B) (4,053.16) (3,038.75) (2,179.31) (3,527.94)

Cash flow from financing activities

Proceeds from issue of Equity Shares - - 15.68 14.50
Proceeds from issue of instruments entirely equity in nature - 1,760.00 -
Share issue expenses - - (61.26) -
Proceeds from issue of Compulsory convertible debentures - 318.50 - -
Capital infused by Non controlling interest holders - 42.50 93.63 -
Proceeds from Long-term borrowings 3,485.51 2,024.35 971.86 -
Repayment of Long-term borrowings (314.79) (82.24) (116.66) -
Proceeds from Short-term borrowings (net) 3,294.31 841.84 225.83 1,298.62
Interest paid (491.29) (625.23) (418.35) (219.21)
Proceeds from Government Grant - - 318.45 -
Payment of lease liabilities (7.93) (3.11) (3.06) (2.52)
Net cash flow from financing activities (C) 5,965.81 2,516.61 2,786.12 1,091.39

Net increase / (decrease) in cash and cash equivalents (A+B+C) 1,518.07 (155.29) 656.45 (67.77)
Cash and cash equivalents at the beginning of the year 645.70 800.99 144.54 212.31
Cash and cash equivalents at the end of the period/year 2,163.77 645.70 800.99 144.54

85
 GENERAL INFORMATION

Our Company was originally incorporated as a private limited company with the name “Premier Solar Systems
Private Limited” under the provisions of the Companies Act, 1956, at Hyderabad, India, pursuant to a certificate
of incorporation dated April 3, 1995, issued by the Registrar of Companies, Andhra Pradesh. Subsequently,
pursuant to a Board resolution dated May 6, 2019 and a resolution passed at an extraordinary general meeting
dated July 25, 2019, the name of our Company was changed to “Premier Energies Private Limited” and a fresh
certificate of incorporation dated August 6, 2019 was issued by the RoC. Upon the conversion of our Company
into a public limited company, pursuant to a Board resolution dated September 3, 2019 and a Shareholders’
resolution dated September 4, 2019, the name of our Company was changed to “Premier Energies Limited” and
a fresh certificate of incorporation dated September 25, 2019 was issued by the RoC.

Corporate Identity Number: U40106TG1995PLC019909

Company Registration Number: 019909

Registered Office of our Company

Premier Energies Limited

Plot No. 8/B/1 and 8/B/2
E- City, Maheshwaram Mandal, Raviryala Village
K.V. Rangareddy 501 359
Telangana, India

For details of change in the registered office of our Company, see “History and Certain Corporate Matters –
Changes in the registered office of our Company” on page 244.

Corporate Office of our Company

8th Floor, Orbit Tower

Hyderabad Knowledge City
Raidurg (Panmaktha Village)
Serilingampally Mandal
Hyderabad 500 019
Telangana, India

Address of the Registrar of Companies

Our Company is registered with the RoC located at the following address:

Registrar of Companies, Telangana at Hyderabad

Registrar of Companies
2nd Floor, Corporate Bhawan
GSI Post, Nagole
Bandlaguda
Hyderabad 500 068
Telangana, India

Board of Directors of our Company

Details regarding our Board of Directors as on the date of this Draft Red Herring Prospectus are set forth below:

Name and Designation DIN Address

Surender Pal Singh 00664597 C-27, Vikrampuri Colony, Secunderabad, Hyderabad 500 009, Telangana,
Saluja India
Chairman and Whole-
Time Director
Chiranjeev Singh 00664638 C-27, Vikrampuri Colony, Secunderabad, Hyderabad 500 009, Telangana,
Saluja India
Managing Director

86
 Name and Designation DIN Address
Revathi Rohini 08114119 Villa No. 194, Legend Chimes, On Gandipet Road, Kokapet, K.V.
Buragadda Rangareddy 500 075, Telangana, India
Executive Director
Abhishek Loonker 02069419 37 Narpat Nagar Pal Road, Jodhpur 342 001 Rajasthan, India
Non-Executive
Director(1)
Sridhar Narayan 00137243 Flat 202, Tower D, Raheja Vivarea, Sane Guruji Marg, Jacob Circle,
Non-Executive Mahalaxmi, Mumbai 400 011, Maharashtra, India
Director(1)
Uday Sudhir Pilani 06572889 1D Sai Raj Residency, Plot 128 Jubilee Gardens, Near Harsh Toyota,
Independent Director Kondapur, Gachibowli, K.V. Rangareddy 500 032, Telangana, India
Rohan Mehta 03035696 8-2-293/82/L/27-B, MLA Colony, Banjara Hills, Khairatabad, Hyderabad
Independent Director 500 034, Telangana, India
Raghunathan Kannan 00523576 Plot No. 15 B 6 – 3 – 1099/1100, Somajiguda, Hyderabad 500 082,
Independent Director Telangana, India
Jasbir Singh Gujral 00198825 House No. K-165, South City-1, Gurugram 122 001, Haryana, India
Independent Director
Priyanka Gulati 07087707 A-9, Sarvodaya Enclave, South Delhi 110 017, Delhi, India
Independent Director
(1)
Nominee of South Asia Growth Fund II Holdings LLC and South Asia EBT Trust.

For further details and brief profiles of our Directors, see “Our Management” on page 253.

Filing of the Offer Documents

A copy of this Draft Red Herring Prospectus has been uploaded on the SEBI Intermediary Portal at
https://siportal.sebi.gov.in, in accordance with Regulation 25(8) of the SEBI ICDR Regulations and the SEBI
ICDR Master Circular and will also be filed with the SEBI at the following address:

Securities and Exchange Board of India

Corporation Finance Department, Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex Bandra (E)
Mumbai 400 051
Maharashtra, India

A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed with
the RoC in accordance with Section 32 of the Companies Act, and a copy of the Prospectus shall be filed with the
RoC as required under Section 26 of the Companies Act and through the electronic portal at
http://www.mca.gov.in/mcafoportal/loginvalidateuser.do.

Company Secretary and Compliance Officer

Ravella Sreenivasa Rao is the Company Secretary and Compliance Officer of our Company. His contact details
are set forth below:

Ravella Sreenivasa Rao

8th Floor, Orbit Tower
Hyderabad Knowledge City
Raidurg (Panmaktha Village)
Serilingampally Mandal
Hyderabad 500 019
Telangana, India
Tel: + 91 90 3099 4222
E-mail: [email protected]

Investor Grievances

Bidders may contact the Company Secretary and Compliance Officer or the Registrar to the Offer in case
of any pre-Offer or post-Offer related grievances including non-receipt of letters of Allotment, non-credit
of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt
of funds by electronic mode, etc. For all Offer related queries and for redressal of complaints, investors
may also write to the BRLMs.

87
All Offer-related grievances, other than those of Anchor Investors, may be addressed to the Registrar to the Offer
with a copy to the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted,
giving full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID,
Client ID, PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number in which the
amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders who make the payment of Bid
Amount through the UPI Mechanism), date of Bid cum Application Form and the name and address of the relevant
Designated Intermediary(ies) where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment
Slip or the application number from the Designated Intermediaries in addition to the documents or information
mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed
to the Stock Exchanges with a copy to the Registrar to the Offer. The Registrar to the Offer shall obtain the
required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders

All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the sole or first bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor.

Book Running Lead Managers

Kotak Mahindra Capital Company Limited J.P. Morgan India Private Limited
1st Floor, 27 BKC, Plot No. C-27 J.P. Morgan Tower, Off. C.S.T. Road Kalina
‘G’ Block, Bandra Kurla Complex Santacruz (East), Mumbai 400 098
Bandra (East), Mumbai 400 051 Maharashtra, India
Maharashtra, India Tel: + 91 22 6157 3000
Tel: + 91 22 4336 0000 E-mail: [email protected]
E-mail: [email protected] Investor Grievance ID:
Investor Grievance ID: [email protected] [email protected]
Contact Person: Ganesh Rane Contact Person: Aanchal Mittal / Akhand Dua
Website: https://investmentbank.kotak.com/ Website: www.jpmipl.com
SEBI Registration Number: INM000008704 SEBI Registration Number: INM000002970

ICICI Securities Limited

ICICI Venture House, Appasaheb Marathe Marg
Prabhadevi, Mumbai 400 025
Maharashtra, India
Tel: + 91 22 6807 7100
E-mail: [email protected]
Investor Grievance ID: [email protected]
Contact Person: Sumit Singh/ Ashik Joisar
Website: www.icicisecurities.com
SEBI Registration Number: INM000011179

Statement of inter-se allocation of responsibilities amongst the BRLMs

The responsibilities and coordination by the BRLMs for various activities in the Offer are as follows:

S. No. Activity Responsibility Coordination

1. Due diligence of the Company including its operations/management/business
plans/legal etc. Drafting and design of the Draft Red Herring Prospectus, Red
Herring Prospectus, Prospectus, abridged prospectus and application form.
BRLMs Kotak
The BRLMs shall ensure compliance with stipulated requirements and
completion of prescribed formalities with the Stock Exchanges, RoC and SEBI
including finalisation of Prospectus and RoC filing.
2. Capital structuring with the relative components and formalities such as type
BRLMs Kotak
of instruments, size of issue, allocation between primary and secondary, etc.
3. Drafting and approval of all statutory advertisements BRLMs Kotak
4. Drafting and approval of all publicity material other than statutory
advertisement as mentioned above including corporate advertising, brochure, BRLMs JP Morgan
etc. and filing of media compliance report
5. Appointment of intermediaries - Registrar to the Offer, advertising agency,
Banker(s) to the Offer, Sponsor Banks, printer and other intermediaries, ICICI
BRLMs
including coordination of all agreements to be entered into with such Securities
intermediaries
6. Preparation of road show presentation and frequently asked questions BRLMs JP Morgan
7. International institutional marketing of the Offer, which will cover, inter alia: BRLMs JP Morgan

88
 S. No. Activity Responsibility Coordination
• Marketing strategy;
• Finalizing the list and division of investors for one-to-one meetings; and
• Finalizing international road show and investor meeting schedule
8. Domestic institutional marketing of the Offer, which will cover, inter alia:
• Marketing strategy;
BRLMs Kotak
• Finalizing the list and division of investors for one-to-one meetings; and
• Finalizing road show and investor meeting schedule
9. Non-Institutional and retail marketing of the Issue, which will cover, inter
alia:
• Finalizing media, marketing and public relations strategy; and
• Finalizing centres for holding conferences for brokers, etc. ICICI
BRLMs
• Formulating marketing strategies, preparation of publicity budget; Securities
• Finalizing collection centres;
• Follow-up on distribution of publicity and issue material including form,
RHP, Prospectus and deciding on the quantum of the issue material
10. Coordination with Stock Exchanges for book building software, bidding
terminals, mock trading, payment of 1% security deposit (if applicable), BRLMs JP Morgan
anchor coordination, anchor CAN and intimation of anchor allocation
11. Managing the book and finalization of pricing in consultation with the
BRLMs JP Morgan
Company
12. Post bidding activities including management of escrow accounts, coordinate
non- institutional allocation, coordination with Registrar, SCSBs, Sponsor
Banks and other Bankers to the Offer, intimation of allocation and dispatch of
refund to Bidders, etc. Other post-Offer activities, which shall involve
essential follow-up with Bankers to the Offer and SCSBs to get quick
estimates of collection and advising Company about the closure of the Offer,
based on correct figures, finalisation of the basis of allotment or weeding out
of multiple applications, listing of instruments, dispatch of certificates or ICICI
BRLMs
demat credit and refunds, payment of STT on behalf of the Selling Securities
Shareholders and coordination with various agencies connected with the post-
Offer activity such as Registrar to the Offer, Bankers to the Offer, Sponsor
Bank, SCSBs including responsibility for underwriting arrangements, as
applicable.
Coordinating with Stock Exchanges and SEBI for submission of all post-Offer
reports including the final post-Offer report to SEBI, release of 1% security
deposit (if applicable) post closure of the Offer

Syndicate Members

[●]

Legal Counsel to the Company as to Indian Law

Shardul Amarchand Mangaldas & Co

Amarchand Towers
216, Okhla Industrial Estate Phase III
New Delhi 110 020
Delhi, India
Tel: +91 11 4159 0700

Registrar to the Offer

KFin Technologies Limited

Selenium, Tower B, Plot No. 31 and 32
Financial District, Nanakramguda, Serilingampally
Hyderabad 500 032
Telangana, India
Tel: +91 40 6716 2222
E-mail: [email protected]
Website: www.kfintech.com
Investor grievance ID: [email protected]
Contact Person: M. Murali Krishna
SEBI registration number: INR000000221

89
Bankers to the Offer

Escrow Collection Bank

[●]

Public Offer Account Bank

[●]

Refund Bank

[●]

Sponsor Bank

[●]

Statutory Auditor to our Company

Deloitte Haskins & Sells, Chartered Accountants

KRB Towers, Plot No. 1 to 4 & 4A
1st, 2nd and 3rd Floor
Jubilee Enclave, Madhapur
Hyderabad 500 081
Telangana, India
Email: [email protected]
Tel: + 91 40 7125 4015
Peer Review Certificate No.: 014126
Firm Registration No.: 008072S

Changes in auditors

There has been no change in the statutory auditors of our Company during the last three years, except as mentioned
below.

Particulars of statutory auditors Date of the change Reason for change

Deloitte Haskins & Sells, Chartered December 21, 2021 Appointment as joint statutory auditors
Accountants of our Company
KRB Towers, Plot No. 1 to 4 & 4A
1st, 2nd and 3rd Floor, Jubilee Enclave,
Madhapur, Hyderabad 500 081
Telangana, India
Email: [email protected]
Tel: + 91 40 7125 4015
Peer Review Certificate No.: 014126
Firm Registration No.: 008072S
Sharad & Associates February 8, 2022 Resignation as statutory auditor of our
6-3-1099/1/6, 1st Floor, Hotel Katriya Company
Lane, Somajiguda, Hyderabad 500 082,
Telangana, India
Tel: + 040 2339 6583; + 91 98 4902
1401
E-mail: [email protected]
Firm registration number: 006377S
Peer review number: 016396

90
Bankers to our Company

HDFC Bank ICICI Bank

#6-3-246 & 6-3-244/A/7th Floor/Roxanna Palladium ICICI Bank, Plot No 12
Road No 1, Banjara Hills Financial District, Nanakramguda
Hyderabad 500 034 Gachibowli, Hyderabad 500 032
Telangana, India Telangana, India
Tel: + 91 742 846 1871 Tel: + 91 630 995 5950
Email: [email protected] Email: [email protected]
Website: https://www.hdfcbank.com Website: https://www.icicibank.com
Contact Person: Kapil Rawat Contact Person: Vijay Manthena

Self-Certified Syndicate Banks

The list of SCSBs notified by SEBI for the ASBA process is available at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be
prescribed by SEBI from time to time. A list of the Designated Branches of the SCSBs with which an ASBA
Bidder (other than UPI Bidders using the UPI Mechanism), not bidding through Syndicate/ Sub Syndicate or
through a Registered Broker, RTA or CDP may submit the Bid cum Application Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or at such other
websites as may be prescribed by SEBI from time to time.

Self-Certified Syndicate Banks and mobile applications enabled for UPI Mechanism

In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI Circular
No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, UPI Bidders using the UPI Mechanism may only apply
through the SCSBs and mobile applications whose names appears on the website of the SEBI, which may be
updated from time to time. A list of SCSBs and mobile applications, which are live for applying in public issues
using UPI Mechanism is provided as ‘Annexure A’ for the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and is also available on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 for SCSBs and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 for mobile
applications or at such other websites as may be prescribed by SEBI from time to time.

Syndicate Self-Certified Syndicate Banks Branches

In relation to Bids (other than Bids by Anchor Investors and RIIs) submitted under the ASBA process to a member
of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to
receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of
the SEBI (www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated from
time to time or any such other website as may be prescribed by SEBI from time to time.

Registered Brokers

Bidders can submit ASBA Forms in the Offer using the stockbroker network of the Stock Exchanges, i.e., through
the Registered Brokers at the Broker Centres. The list of the Registered Brokers eligible to accept ASBA Forms,
including details such as postal address, telephone number and e-mail address, is provided on the websites of the
Stock Exchanges at www.bseindia.com and www.nseindia.com, as updated from time to time.

Registrar and Share Transfer Agents

The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and https://www.nseindia.com/products-
services/initial-public-offerings-asba-procedures respectively, as updated from time to time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
their name and contact details, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and

91
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to
time.

Grading of the Offer

No credit agency registered with SEBI has been appointed for grading for the Offer.

Monitoring Agency

Our Company will appoint a monitoring agency prior to the filing of the Red Herring Prospectus in accordance
with Regulation 41 of SEBI ICDR Regulations, for monitoring of the utilisation of the proceeds from the Fresh
Issue. For details in relation to the proposed utilisation of the proceeds from the Fresh Issue, please see “Objects
of the Offer”’ on page 119.

Expert

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent dated April 19, 2024 from Deloitte Haskins & Sells, Chartered
Accountants, to include their name as required under Section 26(5) of the Companies Act, 2013 read with the
SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under Section 2(38)
of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditor, and in respect of their (i)
examination report dated March 14, 2024 relating to the Restated Consolidated Financial Information and (ii) the
statement of special tax benefits dated April 19, 2024 included in this Draft Red Herring Prospectus and such
consents have not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert”
shall not be construed to mean an “expert” as defined under the U.S. Securities Act.

Our Company has received written consent dated April 19, 2024 from Sharad & Associates, to include their name
as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft
Red Herring Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the
extent and in their capacity as (i) the previous statutory auditor of our Company, and (ii) the statutory auditor of
PEGEPL and in respect of the certificate on source of funds and deployment of funds on the Project provided by
them, and such consents have not been withdrawn as on the date of this Draft Red Herring Prospectus.

Our Company has received written consent dated April 19, 2024 from Manian and Rao, Chartered Accountants,
holding a valid peer review certificate from ICAI, to include their name as required under Section 26(5) of the
Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an
“expert” as defined under Section 2(38) of the Companies Act, 2013 in respect of the various certifications issued
by them in their capacity as an independent chartered accountant to our Company and such consent has not been
withdrawn as on the date of this Draft Red Herring Prospectus.

Our Company has received written consent dated April 19, 2024, from the independent chartered engineer, namely
RBSA Advisors LLP, to include their name in this Draft Red Herring Prospectus and as an “expert” as defined
under Section 2(38) of the Companies Act, 2013, to the extent and in their capacity as a chartered engineer, in
relation to their certificate dated April 19, 2024.

Our Company has received written consent dated April 18, 2024, from RCT Solutions GmbH to include their
name in this Draft Red Herring Prospectus and as an “expert” as defined under Section 2(38) of the Companies
Act, 2013, in relation to the RCT Report dated April 18, 2024.

Our Company has received written consent dated April 18, 2024, from PS Rao & Associates, Company
Secretaries, to include their name in this Draft Red Herring Prospectus and as an “expert” as defined under Section
2(38) of the Companies Act, 2013, to the extent that and in their capacity as practising company secretary, in
relation to their certificate dated April 18, 2024. However, the term “expert” shall not be construed to mean an
“expert” as defined under the U.S. Securities Act.

Appraising Entity

None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.

Credit Rating

As the Offer is of Equity Shares, credit rating is not required.

92
Debenture Trustees

As the Offer is of Equity Shares, the appointment of debenture trustees is not required.

Green Shoe Option

No green shoe option is contemplated under the Offer.

Book Building Process

Book building, in the context of the Offer, refers to the process of collection of Bids from Bidder on the basis of
this Draft Red Herring Prospectus, the Bid cum Application Forms and the Revision Forms within the Price Band
which will be decided by our Company, in consultation with the BRLMs and minimum Bid lot which will be
decided by our Company, in consultation with the BRLMs and advertised in all editions of [●] (a widely circulated
English national daily newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper) and
[●] editions of [●] (a widely circulated Telugu daily newspaper, Telugu being the regional language of Telangana
where our Registered Office is located), at least two Working Days prior to the Bid/Offer Opening Date and shall
be made available to the Stock Exchanges for the purposes of uploading on their respective website. The Offer
Price shall be determined by our Company, in consultation with the BRLMs after the Bid/Offer Closing Date.

All Investors (other than Anchor Investors) shall mandatorily participate in the Offer only through the
ASBA process by providing details of their respective ASBA Account in which the corresponding Bid
Amount will be blocked by SCSBs, or in the case of UPI Bidders, by using the UPI Mechanism. Anchor
Investors are not permitted to participate in the Offer through the ASBA process.

In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to
withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid
Amount) at any stage. Retail Individual Investors and other Eligible Employees Bidding in the Employee
Reservation Portion can revise their Bid(s) during the Bid/Offer Period and withdraw their Bid(s) until
Bid/Offer Closing Date. Anchor Investors are not allowed to revise and withdraw their Bids after the
Anchor Investor Bidding Date. Except Allocation to Retail Individual Investors, Non-Institutional
Investors and the Anchor Investors, Allocation in the Offer will be on a proportionate basis. For further
details on the Book Building Process and the method and process of Bidding, see “Terms of the Offer”, “Offer
Structure” and “Offer Procedure” on pages 425, 432 and 437, respectively.

The Book Building Process is subject to change. Bidders are advised to make their own judgment about an
investment through this process prior to submitting a Bid.

Investors should note the Offer is also subject to obtaining final listing and trading approvals of the Stock
Exchanges, which our Company shall apply for after Allotment, within three Working Days of the Bid/Offer
Closing Date or such other time period as prescribed under applicable law.

For an illustration of the Book Building Process, price discovery process and allocation, see “Offer Procedure”
on page 437.

Underwriting Agreement

After the determination of the Offer Price but prior to filing of the Prospectus with the RoC, our Company and
the Selling Shareholders will enter into the Underwriting Agreement with the Underwriters for the Equity Shares
proposed to be offered through the Offer. The extent of underwriting obligations and the Bids to be underwritten
by each BRLM shall be as per the Underwriting Agreement. Pursuant to the terms of the Underwriting Agreement,
the obligations of the Underwriters will be several and will be subject to certain conditions to closing, as specified
therein.

The Underwriters have indicated their intention to underwrite the following number of Equity Shares:

(This portion has been intentionally left blank and will be completed before filing of the Prospectus with the RoC)

93
 Name, address, telephone number and e-mail Indicative number of Equity Shares to Amount underwritten
address of the Underwriters be Underwritten (₹ in million)
[●] [●] [●]
[●] [●] [●]
[●] [●] [●]
[●] [●] [●]
[●] [●] [●]

The abovementioned amounts are provided for indicative purposes only and will be finalised after the pricing and
actual allocation and subject to the provisions of Regulation 40(2) of the SEBI ICDR Regulations. Based on
representations made by the Underwriters, our Board of Directors are of the opinion that the resources of the
Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The
Underwriters are registered with the SEBI under Section 12(1) of the SEBI Act or registered as brokers with the
Stock Exchange(s). Our Board/ IPO Committee, at its meeting held on [●], has approved the execution of the
Underwriting Agreement by our Company.

Allocation amongst the Underwriters may not necessarily be in proportion to their underwriting commitments set
forth in the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for
ensuring payment with respect to Equity Shares allocated to Investors procured by them in accordance with the
Underwriting Agreement.

94
 CAPITAL STRUCTURE

The share capital of our Company, as on the date of this Draft Red Herring Prospectus, is set forth below.
(in ₹, except share data)
S. Particulars Aggregate nominal Aggregate value at
No. value Offer Price*
A) AUTHORISED SHARE CAPITAL(1)
550,000,000 Equity Shares of face value of ₹1 each 550,000,000 -
B) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER AS ON DATE OF THIS
DRAFT RED HERRING PROSPECTUS**
334,065,168 Equity Shares of face value of ₹1 each 334,065,168 -
17,600,000 CCDs of face value of ₹100 each 1,760,000,000 -
C) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER BUT POST
CONVERSION OF COMPULSARILY CONVERTIBLE DEBENTURES**
422,065,168 Equity Shares of face value of ₹1 each 422,065,168 -
C) PRESENT OFFER(2)(3)
Offer of up to [●] Equity Shares of face value of ₹1 each aggregating up [●] [●]
to ₹ [●] million(2)
Of which:
Fresh Issue of up to [●] Equity Shares aggregating up to ₹15,000 [●] [●]
million(2)^
Offer for Sale of up to 28,200,000 Equity Shares by the Selling [●] [●]
Shareholders aggregating up to ₹[●] million(3)
The Offer Includes:
Employee Reservation Portion of up to [●] Equity Shares aggregating up [●] [●]
to ₹[●] million(4)
Net Offer of up to [●] Equity Shares [●] [●]
E) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER*
[●] Equity Shares of face value of ₹1 each [●]
F) SECURITIES PREMIUM ACCOUNT
Before the Offer (as on date of this Draft Red Herring Prospectus) 345,122,592.00
After the Offer* [●]
*
To be updated upon finalisation of the Offer Price.
**
As on the date of this Draft Red Herring Prospectus, 17,600,000 CCDs are outstanding which shall be converted into 88,000,000 Equity
Shares in the ratio of five Equity Shares for each CCD held, prior to filing of the Red Herring Prospectus with the RoC in accordance with
Regulation 5(2) of the SEBI ICDR Regulations.
(1)
For details in relation to the changes in the authorised share capital of our Company in the last 10 years preceding the date of this Draft
Red Herring Prospectus, see “History and Certain Corporate Matters – Amendments to our Memorandum of Association” on page
245.
(2)
Our Board has authorised the Offer, pursuant to their resolution dated March 12, 2024. Our Shareholders have authorised the Fresh
Issue pursuant to special resolution dated March 12, 2024.
(3)
Our Board has taken on record the approval for the Offer for Sale by the Selling Shareholders pursuant to its resolution dated April 18,
2024. The Selling Shareholders confirm that the Offered Shares are eligible for being offered for sale in the Offer in accordance with
the provisions of the SEBI ICDR Regulations and where such Equity Shares have resulted or shall result from conversion of any CCDs,
such CCDs and the Equity Shares resulting from conversion thereof shall have been held for a period of at least one year prior to the
filing of this Draft Red Herring Prospectus in terms of Regulation 8 of the SEBI ICDR Regulations. The Selling Shareholders have
confirmed and authorized their participation in the Offer for Sale. For details on authorisation of the Selling Shareholders in relation
to their respective portion of the Offered Shares, see “Other Regulatory and Statutory Disclosures” on page 411.
(4)
In the event of under-subscription in the Employee Reservation Portion the unsubscribed portion will be available for allocation and
Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹200,000 (net of Employee Discount, if any), subject to
the maximum value of Allotment made to such Eligible Employee not exceeding ₹500,000 (net of Employee Discount, if any). Further,
an Eligible Employee Bidding in the Employee Reservation Portion can also Bid in the Net Offer and such Bids will not be treated as
multiple Bids subject to applicable limits. The undersubscribed portion, if any, in the Employee Reservation Portion shall be added back
to the Net Offer. In case of undersubscription in the Net Offer, spill-over to the extent of such under-subscription shall be permitted from
the Employee Reservation Portion.
^ Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, as may be permitted under the applicable law,
aggregating up to ₹3,000.00 million, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO
Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement
is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with
Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended.

Notes to Capital Structure

1. Equity share capital history of our Company

(a) The following table sets forth the history of the equity share capital of our Company:

95
 Date of Nature of Names of allottees Number of Face value Issue price Nature of Cumulative
allotment allotment equity shares per equity per equity consideration number of
allotted share share equity shares
(₹) (₹)
April 3, 1995 Initial 10 equity shares each were 20 100 100.00 Cash 20
subscriptio allotted each to Khan
n to the Mohamed Munawer Khan
Memorand and Surender Pal Singh
um of Saluja
Association
October 11, Further 160 equity shares were 4,980 100 100.00 Cash 5,000
1996 Issue allotted to Surender Pal
Singh Saluja, 490 equity
shares were allotted to Khan
Mohamed Munawer Khan,
1,900 equity shares were
allotted to B Narasimha
Reddy, 200 equity shares
were allotted to Feroz
Nawaz Khan, 240 equity
shares were allotted to
Shanawaz Begam, 550
equity shares were allotted
to Chiranjeev Singh Saluja,
490 equity shares were
allotted to B Jayaprada, 600
equity shares were allotted
to K.K. Bhargava, 100
equity shares were allotted
to Sajeeda Munawer and
250 equity shares were
allotted to B. Raja Reddy
December 23, Further 1,500 equity shares were 2,370 100 100.00 Cash 7,370
1996 Issue allotted to Premier Deep
Well Hand Pumps Private
Limited, 220 equity shares
were allotted to B. Raja
Reddy, 250 equity shares
were allotted to Sunitha
Bhargava and 400 equity
shares were allotted to
Sajeeda Munawer
June 30, 1997(1) Further 610 equity shares were 3,230 100 100.00 Cash 10,600
Issue allotted to Deena Joseph,
750 equity shares were
allotted to GS Monga, 750
equity shares were allotted
to Charandeep Singh Saluja,
100 equity shares were
allotted to Jasveen Kaur,
170 equity shares were
allotted to Jayan Mathew,
150 equity shares were
allotted to TJ Antony, 150
equity shares were allotted
to Joseph Varky, 250 equity
shares were allotted to
Anitha Kaur, 180 equity
shares were allotted to
Valsamma Antony and 120
equity shares were allotted
to Saly Aelias
October 27, Further 190 equity shares were 1,690 100 100.00 Cash 12,290
1997 Issue allotted to Surender Pal
Singh Saluja and 1,500
equity shares were allotted
to Chiranjeev Singh Saluja

96
 Date of Nature of Names of allottees Number of Face value Issue price Nature of Cumulative
allotment allotment equity shares per equity per equity consideration number of
allotted share share equity shares
(₹) (₹)
November 27, Further 3,595 equity shares were 13,595 100 100.00 Cash 25,885
1998 Issue allotted to Surender Pal
Singh Saluja and 10,000
equity shares were allotted
to S.C. Wadhwan
October 31, Further 3,550 equity shares were 3,550 100 100.00 Cash 29,435
2002 Issue allotted to Chiranjeev Singh
Saluja
January 23, Further 2,600 equity shares were 10,530 100 100.00 Cash 39,965
2003 Issue allotted to Manjit Kaur
Saluja, 600 equity shares
were allotted to Surender
Pal Singh Saluja, 5,000
equity shares were allotted
to Chiranjeev Singh Saluja,
1,080 equity shares were
allotted to Deena Joseph and
1,250 equity shares were
allotted to Dr. Amrita Saluja
January 30, Further 2,000 equity shares were 5,000 100 100.00 Cash 44,965
2003 Issue allotted to Chiranjeev Singh
Saluja and 3,000 equity
shares were allotted to
Kuldeep Singh
March 18, 2003 Further 4,000 equity shares were 4,000 100 100.00 Cash 48,965
Issue allotted to Kesar Singh
Saluja
March 30, Further 6,000 equity shares were 14,000 100 100.00 Cash 62,965
2005(2) Issue allotted to Surender Pal
Singh Saluja and 4,000
equity shares each were
allotted to Chiranjeev Singh
Saluja and Bipindeep Singh
Saluja
October 5, 2006 Further 15,930 equity shares were 21,580 100 100.00 Cash 84,545
Issue allotted to Surender Pal
Singh Saluja and 5,650
equity shares were allotted
to Chiranjeev Singh Saluja
November 23, Further 12,500 equity shares were 14,500 100 100.00 Cash 99,045
2006 Issue allotted to Sunali Saluja and
2,000 equity shares were
allotted to Chiranjeev Singh
Saluja
March 28, 2007 Further 4,000 equity shares were 25,000 100 100.00 Cash 124,045
Issue allotted to Sunali Saluja and
21,000 equity shares were
allotted to Chiranjeev Singh
Saluja
November 23, Further 23,900 equity shares were 23,900 100 100.00 Cash 147,945
2007 Issue allotted to Chiranjeev Singh
Saluja
Pursuant to resolutions passed by our Board and the Shareholders dated February 18, 2008 and March 13, 2008, respectively, the authorized
share capital of our Company was sub-divided from 500,000 equity shares of face value of ₹100 each to 5,000,000 equity shares of face value
of ₹ 10 each. Accordingly, the issued, subscribed and paid-up equity share capital of our Company was sub-divided from 147,945 equity
shares of face value of ₹ 100 per equity share to 1,479,450 equity shares of face value of ₹10 per equity share.
March 31, 2008 Bonus issue 299,050 equity shares were 1,479,450 10 N.A. N.A. 2,958,900
as on the allotted to Surender Pal
record date Singh Saluja, 731,500
i.e. March equity shares were allotted
20, 2008 in to Chiranjeev Singh Saluja,
the ratio of 49,900 equity shares were
one equity allotted to Manjeet Kaur
share for Saluja, 53,900 equity shares

97
 Date of Nature of Names of allottees Number of Face value Issue price Nature of Cumulative
allotment allotment equity shares per equity per equity consideration number of
allotted share share equity shares
(₹) (₹)
every one were allotted to Kesar Singh
equity share Saluja, 165,000 equity
held shares were allotted to
Sunali Saluja, 14,400 equity
shares were allotted to
Deena Joseph, 1,500 equity
shares were allotted to
Joseph Varkey, 1,000 equity
shares were allotted to
Jasveen Kaur, 1,700 equity
shares were allotted to Jayan
Mathew, 2,500 equity
shares were allotted to
Anitha Kaur, 7,500 equity
shares were allotted to
Charandeep Singh Saluja,
1,500 equity shares were
allotted to TJ Antony, 7,500
equity shares were allotted
to G.S. Monga, 100,000
equity shares were allotted
to S.C. Wadhawan, 12,500
equity shares were allotted
to Amrutha Saluja and
30,000 equity shares were
allotted to Kuldeep Singh
March 31, 2008 Further 150,000 equity shares were 300,500 10 10.00 Cash 3,259,400
issue allotted to Surender Pal
Singh Saluja and 150,500
equity shares were allotted
to Chiranjeev Singh Saluja
March 22, 2011 Further 220,000 equity shares were 550,000 10 10.00 Cash 3,809,400
issue allotted to Surender Pal
Singh Saluja and 330,000
equity shares were allotted
to Chiranjeev Singh Saluja
March 1, 2014 Further 703,100 equity shares were 1,190,600 10 10.00 Cash 5,000,000
issue allotted to Surender Pal
Singh Saluja and 487,500
equity shares were allotted
to Chiranjeev Singh Saluja
March 31, 2014 Further 59,400 equity shares were 59,400 10 10.00 Cash 5,059,400
issue allotted to Surender Pal
Singh Saluja
December 12, Private 44,826 equity shares were 44,826 10 250.00 Cash 5,104,226
2014(3) Placement allotted to M/s Harwood
Limited
February 2, Private 24,577 equity shares were 24,577 10 250.00 Cash 5,128,803
2015(3) Placement allotted to M/s Inter Solar
(FZC)
May 8, 2015(4) Private 12,000 equity shares were 32,000 10 250.00 Cash 5,160,803
Placement allotted to M/s New Era
Enviro Ventures (Adilabad)
Private Limited and 20,000
equity shares were allotted
to Surender Singh Makhija
July 20, 2015(3) Private 16,486 equity shares were 16,486 10 250.00 Cash 5,177,289
Placement allotted to M/s Inter Solar
(FZC)
January 7, Private 20,183 equity shares were 20,183 10 310.00 Cash 5,197,472
2016(3) Placement allotted to Inter Solar (FZC)
Pursuant to resolutions passed by our Board and the Shareholders dated August 13, 2016 and September 8, 2016, respectively, the authorized
share capital of our Company was sub-divided from 6,000,000 equity shares of face value of ₹10 each to 60,000,000 Equity Shares of face

98
 Date of Nature of Names of allottees Number of Face value Issue price Nature of Cumulative
allotment allotment equity shares per equity per equity consideration number of
allotted share share equity shares
(₹) (₹)
value of ₹1 each. Accordingly, the issued, subscribed and paid-up equity share capital of our Company was sub-divided from 5,197,472 equity
shares of face value of ₹10 per equity share to 51,974,720 Equity Shares of face value of ₹1 per equity share.
December 2, Rights issue 8,000,000 Equity Shares 8,000,000 1 1.25 Cash 59,974,720
2016 were allotted to Chiranjeev
Singh Saluja
March 30, Bonus issue 54,768,000 Equity Shares 179,924,160 1 N.A. N.A. 239,898,880
2018(3) as on the were allotted to Surender
record date Pal Singh Saluja,
i.e. March 107,970,000 Equity Shares
28, 2018 in were allotted to Chiranjeev
the ratio of Singh Saluja, 9,900,000
three Equity Shares were allotted
Equity to Sunali Saluja, 2,994,000
Shares for Equity Shares were allotted
every one to Manjeet Kaur Saluja,
Equity 1,837,380 Equity Shares
Share held were allotted to Inter Solar
FZC, 1,344,780 Equity
Shares were allotted to
Harwood Limited,
1,050,000 Equity Shares
were allotted to Charandeep
Singh Saluja and 60,000
Equity Shares were allotted
to Jasveen Kaur
November 15, Rights issue 2,100,000 Equity Shares 2,100,000 1 15.00 Cash 241,998,880
2018 were allotted to Niha
Technologies Private
Limited (formerly known as
Eclat Health Solutions
Private Limited
June 17, 2019 Rights issue 500,000 Equity Shares were 1,400,000 1 15.00 Cash 243,398,880
allotted to Surender Pal
Singh Saluja and 900,000
Equity Shares were allotted
to Chiranjeev Singh Saluja
July 18, 2019 Rights issue 500,000 Equity Shares were 500,000 1 15.00 Cash 243,898,880
allotted to Chiranjeev Singh
Saluja
January 4, 2020 Private 2,250,000 Equity Shares 2,385,000 1 15.00 Cash 246,283,880
Placement were allotted to Niyathi
Naidu Madasu and 135,000
Equity Shares were allotted
to Chiranjeev Singh Saluja
March 17, 2020 Private 875,000 Equity Shares were 1,250,000 1 20.00 Cash 247,533,880
Placement allotted to Jasveen Kaur and
375,000 Equity Shares were
allotted to Chiranjeev Singh
Saluja
March 18, 2020 Private 1,250,000 Equity Shares 1,250,000 1 20.00 Cash 248,783,880
Placement were allotted to Jasveen
Kaur
August 25, 2020 Private 500,000 Equity Shares were 500,000 1 20.00 Cash 249,283,880
Placement allotted to Vignesh
Nallapareddy
September 4, Private 225,000 Equity Shares were 225,000 1 20.00 Cash 249,508,880
2020 Placement allotted to Chiranjeev Singh
Saluja
September 16, Private 284,000 Equity Shares were 284,000 1 20.00 Cash 249,792,880
2021 Placement allotted to Niha
Technologies Private
Limited

99
 Date of Nature of Names of allottees Number of Face value Issue price Nature of Cumulative
allotment allotment equity shares per equity per equity consideration number of
allotted share share equity shares
(₹) (₹)
September 17, Allotment 3,862,050 Equity Shares 3,862,050 1 20.00 Cash 253,654,930
2021 pursuant to were allotted to PEL ESOP
the PEL Trust
ESOP
Scheme
September 18, Private 7,677,120 Equity Shares 7,677,120 1 20.00 Other than 261,332,050
2021(5) Placement were allotted to Rama cash
Moola
September 28, Private 495,561 Equity Shares were 498,753 1 20.05 Cash 261,830,803
2021(6) Placement allotted to South Asia
Growth Fund II Holdings
LLC and 3,192 Equity
Shares were allotted to
South Asia EBT Trust
November 23, Allotment 1,627,531 Equity Shares 1,627,531 1 20.05 Cash 263,458,334
2021 pursuant to were allotted to PEL ESOP
the PEL Trust
ESOP
Scheme
April 10, 2024 Bonus issue 132,810 Equity Shares were 70,606,834 1 N.A. N.A. 334,065,168
as on the allotted to South Asia
record date Growth Fund II Holdings
i.e. April LLC, 855 Equity Shares
10, 2024 in were allotted to Orbis
the ratio of Trusteeship Services Private
0.268 Limited (Trust of South
Equity Asia EBT Trust),
Shares for 57,843,062 Equity Shares
every one were allotted to Chiranjeev
Equity Singh Saluja, 3,482,440
Share held Equity Shares were allotted
to Surender Pal Singh
Saluja, 1,069,990 Equity
Shares were allotted to
Vivana Saluja, 1,069,856
Equity Shares were allotted
to Manjeet Kaur Saluja,
590,940 Equity Shares were
allotted to Jasveen Kaur,
375,200 Equity Shares were
allotted to Charandeep
Singh Saluja, 603,000
Equity Shares were allotted
to Niyathi Naidu Madasu,
134,000 Equity Shares were
allotted to Vignesh
Nallapareddy, 3,194,560
Equity Shares were allotted
to Sudhir Moola, 1,471,209
Equity Shares were allotted
to PEL ESOP Trust and
638,912 Equity Shares were
allotted to Niha
Technologies Private
Limited
(1)
The form 2 and challan for this allotment of equity shares could not be traced as the relevant information was not available in the records maintained by
our Company. Accordingly, we have relied on the other corporate records maintained by us and the search report dated April 18, 2024 prepared by PS
Rao & Associates, Company Secretaries. For further details see “Risk Factors – We are unable to trace some of our historical corporate records
including in relation to certain allotments, changes in our registered office and appointment of directors. We cannot assure you that no legal
proceedings or regulatory actions will be initiated against our Company in the future in relation to these matters, which may impact our financial
condition and reputation.” on page 64.
(2)
The challan for the form 2 for this allotment of equity shares could not be traced as the relevant information was not available in the records maintained
by our Company. Accordingly, we have relied on the other corporate records maintained by us and the search report dated April 18, 2024 prepared by
PS Rao & Associates, Company Secretaries. For further details see “Risk Factors – We are unable to trace some of our historical corporate records
including in relation to certain allotments, changes in our registered office and appointment of directors. We cannot assure you that no legal

100
 proceedings or regulatory actions will be initiated against our Company in the future in relation to these matters, which may impact our financial
condition and reputation.” on page 64.
(3)
The allotments of equity shares were not in compliance with certain provisions of the Foreign Exchange Management Act, 1999 and the Companies Act,
2013 and such matters were compounded. For further details, see “Risk Factors – In the past, we failed to comply with certain provisions of the Foreign
Exchange Management Act, 1999 and also with the Companies (Prospectus and Allotment of Securities) Rule, 2014, and had to compound such non-
compliances. We cannot assure you that there will be no such non-compliances in the future and that our Company, Subsidiaries, our Directors or
the directors of our Subsidiaries will not be subject to any penalty or any additional payments.” on page 54.
(4)
Our Company submitted a letter dated June 16, 2015 to the RoC and re-filed a form PAS-3 in relation to the allotment dated May 8, 2015 to rectify the
error in the form PAS-3 filed earlier i.e. non-inclusion of the 20,000 equity shares issued to Surender Singh Makhija in the issued, subscribed, and paid-
up capital of our Company.
(5)
7,677,120 Equity Shares were allotted by our Company to Rama Moola in the ratio of 87.04 Equity Shares for every one equity share of PSPPL as
consideration for the purchase of 88,200 equity shares of face value of ₹1 of PSPPL from Rama Moola pursuant to the share purchase agreement dated
September 17, 2021 entered into amongst PSPPL, Rama Moola and our Company.
(6)
Allotment of 495,561 Equity Shares to South Asia Growth Fund II Holdings LLC and 3,192 Equity Shares to South Asia EBT Trust pursuant to the share
subscription agreement dated September 10, 2021 executed amongst the Company, South Asia Growth Fund II Holdings LLC, South Asia EBT Trust,
Surender Pal Singh Saluja, Chiranjeev Singh Saluja.

2. Preference share capital history of our Company

Our Company does not have any outstanding preference shares, as on the date of this Draft Red Herring
Prospectus.

3. Compulsorily Convertible Debentures of our Company

The following table sets forth the details of Compulsorily Convertible Debentures of our Company:

Date of Nature of Names of allottees Number of Face Issue Nature of

allotment allotment CCDs value price per consideration
allotted CCD CCD
(₹) (₹)
September Preferential 17,487,360 compulsorily convertible 17,600,000* 100 100 Cash
28, 2021 allotment debentures (“CCDs”) were allotted
to South Asia Growth Fund II
Holdings LLC and 112,640 CCDs
were allotted to South Asia EBT
Trust
*
As on the date of this Draft Red Herring Prospectus, South Asia Growth Fund II Holdings LLC and South Asia EBT Trust hold 17,600,000
CCDs in aggregate, that are outstanding, and such 17,600,000 CCDs shall be converted into 88,000,000 Equity Shares in the ratio of five
Equity Shares for each CCD held prior to filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) of the SEBI
ICDR Regulations.

4. Shares issued for consideration other than cash and by way of bonus issuance

Except as disclosed below, our Company has not issued any equity shares for consideration other than cash
and by way of bonus issuance since its incorporation.

Date of Reason/Nature Names of allottees No. of equity Face Issue Benefits accrued to our
allotment of allotment shares value per price per Company
allotted equity equity
share share
(₹) (₹)
September Private 7,677,120 Equity 7,677,120 1 20 Issued by our Company as
18, 2021 Placement Shares were allotted consideration for the
to Rama Moola purchase of 88,200 equity
shares of PSPPL from
Rama Moola in the ratio
of 87.04 Equity Shares for
every one equity share of
PSSPL of face value of ₹1
each in order to acquire
100% stake in PSPPL.
March 31, Bonus issue as 299,050 equity shares 1,479,450 10 N.A. -
2008 on the record were allotted to
date i.e. March Surender Pal Singh
20, 2008 in the Saluja, 731,500
ratio of one equity shares were
equity share for allotted to Chiranjeev
every one Singh Saluja, 49,900
equity shares were

101
 Date of Reason/Nature Names of allottees No. of equity Face Issue Benefits accrued to our
allotment of allotment shares value per price per Company
allotted equity equity
share share
(₹) (₹)
equity share allotted to Manjeet
held Kaur Saluja, 53,900
equity shares were
allotted to Kesar
Singh Saluja, 165,000
equity shares were
allotted to Sunali
Saluja, 14,400 equity
shares were allotted
to Deena Joseph,
1,500 equity shares
were allotted to
Joseph Varkey, 1,000
equity shares were
allotted to Jasveen
Kaur, 1,700 equity
shares were allotted
to Jayan Mathew,
2,500 equity shares
were allotted to
Anitha Kaur, 7,500
equity shares were
allotted to
Charandeep Singh
Saluja, 1,500 equity
shares were allotted
to TJ Antony, 7,500
equity shares were
allotted to G.S.
Monga, 100,000
equity shares were
allotted to S.C.
Wadhawan, 12,500
equity shares were
allotted to Amrutha
Saluja and 30,000
equity shares were
allotted to Kuldeep
Singh
March 30, Bonus issue as 54,768,000 Equity 179,924,160 1 N.A. -
2018 on the record Shares were allotted
date i.e. March to Surender Pal Singh
28, 2018, in the Saluja, 107,970,000
ratio of three Equity Shares were
Equity Shares allotted to Chiranjeev
for every one Singh Saluja,
Equity Share 9,900,000 Equity
held Shares were allotted
to Sunali Saluja,
2,994,000 Equity
Shares were allotted
to Manjeet Kaur
Saluja, 1,837,380
Equity Shares were
allotted to Inter Solar
FZC, 1,344,780
Equity Shares were
allotted to Harwood
Limited, 1,050,000
Equity Shares were
allotted to Dr.
Charandeep Singh
Saluja and 60,000

102
 Date of Reason/Nature Names of allottees No. of equity Face Issue Benefits accrued to our
allotment of allotment shares value per price per Company
allotted equity equity
share share
(₹) (₹)
Equity Shares were
allotted to Jasveen
Kaur
April 10, Bonus issue as 132,810 Equity 70,606,834 1 N.A. -
2024 on the record Shares were allotted
date i.e. April to South Asia Growth
10, 2024 in the Fund II Holdings
ratio of 0.268 LLC, 855 Equity
Equity Shares Shares were allotted
for every one to Orbis Trusteeship
Equity Share Services Private
held Limited (Trust of
South Asia EBT
Trust), 57,843,062
Equity Shares were
allotted to Chiranjeev
Singh Saluja,
3,482,440 Equity
Shares were allotted
to Surender Pal Singh
Saluja, 1,069,990
Equity Shares were
allotted to Vivana
Saluja, 1,069,856
Equity Shares were
allotted to Manjeet
Kaur Saluja, 590,940
Equity Shares were
allotted to Jasveen
Kaur, 375,200 Equity
Shares were allotted
to Charandeep Singh
Saluja, 603,000
Equity Shares were
allotted to Niyathi
Naidu Madasu,
134,000 Equity
Shares were allotted
to Vignesh
Nallapareddy,
3,194,560 Equity
Shares were allotted
to Sudhir Moola,
1,471,209 Equity
Shares were allotted
to PEL ESOP Trust
and 638,912 Equity
Shares were allotted
to Niha Technologies
Private Limited

5. Shares issued out of revaluation reserves

Our Company has not issued any shares out of revaluation reserves since its incorporation.

6. Allotment of shares pursuant to schemes of arrangement

As on date of this Draft Red Herring Prospectus, our Company has not issued or allotted any equity or
preference shares pursuant to any scheme approved under Sections 391 to 394 of the Companies Act, 1956
or Sections 230 to 234 of the Companies Act, 2013, as applicable.

7. Issue of equity shares under employee stock option schemes

103
 Except as disclosed under “– Notes to Capital Structure – Equity share capital history of our Company”
and “ – Employee stock option scheme” on pages 95 and 114, respectively, our Company has not issued
any equity shares under any employee stock option scheme.

8. Issue of shares at a price lower than the Offer Price in the last year

Other than the issuance of 70,606,834 Equity Shares pursuant to the bonus issue on April 10, 2024, our
Company has not issued any equity shares or preference shares during a period of one year preceding the
date of this Draft Red Herring Prospectus. For further details, see “– Notes to Capital Structure – Equity
share capital history of our Company” above.

9. History of the share capital held by the Promoters

As on the date of this Draft Red Herring Prospectus, our Promoters hold, in the aggregate, 290,151,502
Equity Shares, which constitute 68.75% of the issued, subscribed and paid-up Equity Share capital of our
Company on a fully diluted basis. All the Equity Shares held by our Promoters are in dematerialised form.
The details regarding our Promoters’ shareholding are set forth below.

a) Build-up of Promoters’ shareholding in our Company

Set forth below is the build-up of our Promoters’ shareholding since the incorporation of our Company.

Date of Nature of Number of Face value Issue/ Nature of % of the % of the

allotment/ transaction equity per equity acquisition/ consideration pre-Offer post-Offer
transfer shares share (₹) transfer equity equity share
allotted/ price per share capital (%)
transferred equity share capital (%)
(₹)
Surender Pal Singh Saluja
April 3, 1995 Initial 10 100 100 Cash Negligible [●]
subscription
to the
Memorandu
m of
Association
October 11, Further Issue 160 100 100 Cash Negligible [●]
1996
October 27, Further Issue 190 100 100 Cash 0.01 [●]
1997
November Further Issue 3,595 100 100 Cash 0.11 [●]
27, 1998
November 3, Transfer 500 100 100 Cash 0.01 [●]
2001 from Khan
Mohamed
Munawer
Khan
Transfer 200 100 100 Cash 0.01 [●]
from Feroz
Nawaz Khan
Transfer 500 100 100 Cash 0.01 [●]
from Sajeeda
Munawer
Transfer 470 100 100 Cash 0.01 [●]
from B Raja
Reddy
Transfer 1,500 100 100 Cash 0.04 [●]
from Premier
Deepwell
Handpumps
Private
Limited
Transfer 250 100 100 Cash 0.01 [●]
from Deena
Joseph
January 23, Further Issue 600 100 100 Cash 0.02 [●]
2003

104
 Date of Nature of Number of Face value Issue/ Nature of % of the % of the
allotment/ transaction equity per equity acquisition/ consideration pre-Offer post-Offer
transfer shares share (₹) transfer equity equity share
allotted/ price per share capital (%)
transferred equity share capital (%)
(₹)
March 30, Further Issue 6,000 100 100 Cash 0.18 [●]
2005
October 5, Further Issue 15,930 100 100 Cash [●]
0.48
2006
Pursuant to resolutions passed by our Board and the Shareholders dated February 18, 2008 and March 13, 2008, respectively,
the authorized share capital of our Company was sub-divided from 500,000 equity shares of face value of ₹100 each to
5,000,000 equity shares of face value of ₹10 each. Accordingly, the issued, subscribed and paid-up equity share capital of
Surender Pal Singh Saluja was sub-divided from 29,905 equity shares of face value of ₹100 per equity share to 299,050
equity shares of face value of ₹10 per equity share.
March 31, Bonus issue 299,050 10 N.A. N.A. [●]
2008 as on the
record date
i.e. March
20, 2008 in
the ratio of 0.90
one equity
share for
every one
equity share
held
March 31, Further issue 150,000 10 10 Cash [●]
0.45
2008
March 22, Further issue 220,000 10 10 Cash [●]
0.66
2011
March 1, Private 703,100 10 10 Cash [●]
2.10
2014 Placement
March 31, Private 59,400 10 10 Cash [●]
0.18
2014 Placement
March 16, Transfer by 60,000 10 Nil N.A. [●]
2015 way of gift
0.18
from Kuldip
Singh
Transfer by 25,000 10 Nil N.A. 0.07 [●]
way of gift
from Amutha
Saluja
Pursuant to resolutions passed by our Board and the Shareholders dated August 13, 2016 and September 8, 2016, respectively,
the authorized share capital of our Company was sub-divided from 6,000,000 equity shares of face value of ₹10 each to
60,000,000 Equity Shares of face value of ₹1 each. Accordingly, the issued, subscribed and paid-up equity share capital of
Surender Pal Singh Saluja was sub-divided from 1,815,600 equity shares of face value of ₹10 per equity share to 18,156,000
Equity Shares of face value of ₹1 per equity share.
March 5, Transfer 100,000 1 26 Cash 0.03 [●]
2018 from
Surender
Singh
Mukhija
March 30, Bonus issue 54,768,000 1 N.A. N.A. 16.39 [●]
2018 as on the
record date
i.e. March
28, 2018 in
the ratio of
three Equity
Shares for
every one
Equity Share
held
June 17, Rights Issue 500,000 1 15 Cash 0.15 [●]
2019
March 21, Transfer by 1 Nil N.A. (18.12) [●]
2024 way of gift to (60,529,820)
Chiranjeev

105
 Date of Nature of Number of Face value Issue/ Nature of % of the % of the
allotment/ transaction equity per equity acquisition/ consideration pre-Offer post-Offer
transfer shares share (₹) transfer equity equity share
allotted/ price per share capital (%)
transferred equity share capital (%)
(₹)
Singh Saluja
April 10, Transfer by (500) 1 Nil N.A. [●]
2024 way of gift to
Chiranjeev Negligible
Singh Saluja
Trust
April 10, Bonus issue 3,482,440 1 N.A. N.A. 1.04 [●]
2024 as on the
record date
i.e. April 10,
2024 in the
ratio of 0.268
Equity
Shares for
every one
Equity Share
held
Total 16,476,120
Chiranjeev Singh Saluja
October 11, Further Issue 550 100 100 Cash 0.02 [●]
1996
October 27, Further Issue 1,500 100 100 Cash 0.04 [●]
1997
October 31, Further Issue 3,550 100 100 Cash 0.11 [●]
2002
January 23, Further Issue 5,000 100 100 Cash 0.15 [●]
2003
January 30, Further Issue 2,000 100 100 Cash 0.06 [●]
2003
March 30, Further Issue 4,000 100 100 Cash 0.12 [●]
2005
October 5, Further Issue 5,650 100 100 Cash 0.17 [●]
2006
November Further Issue 2,000 100 100 Cash 0.06 [●]
23, 2006
March 28, Further Issue 21,000 100 100 Cash 0.63 [●]
2007
November Further Issue 23,900 100 100 Cash 0.72 [●]
29, 2007
March 28, Transfer 4,000 100 100 Cash 0.12 [●]
2007 from
Bipindeep
Singh Saluja
Pursuant to resolutions passed by our Board and the Shareholders dated February 18, 2008 and March 13, 2008, respectively,
the authorized share capital of our Company was sub-divided from 500,000 equity shares of face value of ₹100 each to
5,000,000 equity shares of face value of ₹10 each. Accordingly, the issued, subscribed and paid-up equity share capital of
Chiranjeev Singh Saluja was sub-divided from 73,150 equity shares of face value of ₹100 per equity share to 731,500 equity
shares of face value of ₹10 per equity share.
March 31, Bonus issue 731,500 10 N.A. N.A. [●]
2008 as on the
record date
i.e. March
20, 2008 in
the ratio of 2.19
one equity
share for
every one
equity share
held
Further issue 150,500 10 10 Cash 0.45 [●]
Transfer by 107,800 10 Nil N.A. 0.32 [●]

106
 Date of Nature of Number of Face value Issue/ Nature of % of the % of the
allotment/ transaction equity per equity acquisition/ consideration pre-Offer post-Offer
transfer shares share (₹) transfer equity equity share
allotted/ price per share capital (%)
transferred equity share capital (%)
(₹)
way of gift
from Kesar
Singh
Transfer 28,800 10 10 Cash 0.09 [●]
from Deena
Joseph
Transfer 3,000 10 10 Cash 0.01 [●]
from Joseph
Varkey
Transfer 3,400 10 10 Cash 0.01 [●]
from Jayan
Mathew
Transfer 3,000 10 10 Cash 0.01 [●]
from TJ
Antony
March 22, Further issue 330,000 10 10 Cash 0.99 [●]
2011
March 1, Further issue 487,500 10 10 Cash 1.46 [●]
2014
Pursuant to resolutions passed by our Board and the Shareholders dated August 13, 2016 and September 8, 2016, respectively,
the authorized share capital of our Company was sub-divided from 6,000,000 equity shares of face value of ₹10 each to
60,000,000 Equity Shares of face value of ₹1 each. Accordingly, the issued, subscribed and paid-up equity share capital of
Chiranjeev Singh Saluja was sub-divided from 2,577,000 equity shares of face value of ₹10 per equity share to 25,770,000
Equity Shares of face value of ₹1 per equity share.
December 2, Rights issue 8,000,000 1 1.25 Cash [●]
2.39
2016
December Transfer by 2,000,000 1 Nil N.A. [●]
20, 2016 way of gift
0.60
from Aumita
Verma
March 1, Transfer 100,000 1 26 Cash [●]
2018 from
Surender 0.03
Singh
Mukhija
Transfer 120,000 1 26 Cash [●]
from New
Era Enviro
Ventures 0.04
(Adilabad)
Private
Limited
March 30, Bonus issue 107,970,000 1 N.A. N.A. [●]
2018 as on the
record date
i.e. March
28, 2018 in
the ratio of 32.32
three Equity
Shares for
every one
Equity Share
held
June 17, Rights issue 900,000 1 15 Cash [●]
0.27
2019
July 18, 2019 Rights issue 500,000 1 15 Cash 0.15 [●]
January 4, Private 135,000 1 15 Cash [●]
0.04
2020 Placement
March 17, Private 375,000 1 20 Cash [●]
0.11
2020 Placement
September 4, Private 225,000 1 20 Cash [●]
0.07
2020 Placement
107
 Date of Nature of Number of Face value Issue/ Nature of % of the % of the
allotment/ transaction equity per equity acquisition/ consideration pre-Offer post-Offer
transfer shares share (₹) transfer equity equity share
allotted/ price per share capital (%)
transferred equity share capital (%)
(₹)
March 21, Transfer by 60,529,820 1 Nil N.A. 18.12 [●]
2024 way of gift
from
Surender Pal
Singh Saluja
March 21, Transfer by 9,207,500 1 Nil N.A. 2.76 [●]
2024 way of gift
from Vivana
Saluja
April 10, Bonus issue 57,843,062 1 N.A. N.A. 17.31 [●]
2024 as on the
record date
i.e. April 10,
2024 in the
ratio of 0.268
Equity
Shares for
every one
Equity Share
held
Total 273,675,382

b) All the Equity Shares held by our Promoters were fully paid-up on the respective date of allotment of such
Equity Shares.

c) As of the date of this Draft Red Herring Prospectus, 51,385,500 Equity Shares constituting 15.38% of the
outstanding paid-up share capital of our Company, held by our Promoters are pledged.

d) Shareholding of our Promoters and member of our Promoter Group

Set forth below is the equity shareholding of our Promoters and the members of the Promoter Group as on the
date of this Draft Red Herring Prospectus:

Name Pre-Offer Post-Offer^

Number of Percentage of pre- Percentage Number of Percentage of post-
Equity Shares Offer Equity of pre-Offer Equity Offer Equity Share
Share capital (%) Equity Shares capital (%)
Share
capital on a
fully diluted
basis (%)*
Promoters
Surender Pal Singh 16,476,120 4.93 3.90 [●] [●]
Saluja
Chiranjeev Singh 273,675,382 81.92 64.84 [●] [●]
Saluja
Total (A) 290,151,502 86.85 68.75 [●] [●]
Promoter Group
Vivana Saluja 5,061,990 1.52 1.20 [●] [●]
Manjeet Kaur Saluja 5,061,856 1.52 1.20 [●] [●]
Jasveen Kaur 2,795,940 0.84 0.66 [●] [●]
Charandeep Singh 1,775,200 0.53 0.42 [●] [●]
Saluja
Surender Pal Saluja 500 Negligible Negligible [●] [●]
Trust
Chiranjeev Saluja 500 Negligible Negligible [●] [●]
Trust
Total (B) 14,695,986 4.40 3.48 [●] [●]
Total (A+B) 304,847,488 91.25 72.23 [●] [●]
* Includes Equity Shares to be allotted upon conversion of Compulsorily Convertible Debentures. As on the date of this Draft Red Herring
Prospectus, South Asia Growth Fund II Holdings LLC and South Asia EBT Trust hold 17,600,000 CCDs in aggregate, that are outstanding,

108
and such 17,600,000 CCDs shall be converted into 88,000,000 Equity Shares in the ratio of five Equity Shares for each CCD held, prior to
filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) of the SEBI ICDR Regulations.
^ Subject to basis of Allotment.

e) Details of minimum Promoters’ contribution locked in for three years

Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-
Offer Equity Share capital of our Company held by our Promoters (assuming exercise of all vested options under
the PEL ESOP Scheme) shall be considered as minimum promoters’ contribution and locked-in for a period of
three years or any other period as may be prescribed under applicable law, from the date of Allotment
(“Promoter’s Contribution”). Our Promoter’s shareholding in excess of 20% shall be locked in for a period of
one year from the date of Allotment. As on the date of this Draft Red Herring Prospectus, our Promoters hold in
the aggregate 290,151,502 Equity Shares, which constitutes 68.75% of the issued, subscribed and paid-up Equity
Share capital of our Company, on a fully diluted basis.

Our Promoters have given consent to include such number of Equity Shares held by them, as may constitute 20%
of the fully diluted post-Offer Equity Share capital of our Company as Promoter’s Contribution. Our Promoters
have agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any manner, the Promoters’
Contribution from the date of this Draft Red Herring Prospectus, until the expiry of the lock-in period specified
above, or for such other time as required under SEBI ICDR Regulations, except as may be permitted, in
accordance with the SEBI ICDR Regulations.

The details of Equity Shares held by our Promoters, which will be locked-in for minimum Promoter’s contribution
for a period of three years, from the date of Allotment as Promoters’ Contribution are as provided below:

Name of the Number Number Date of Face Allotment / Nature of % of the Date up
Promoter of of allotment/ value Acquisition transaction post- to which
Equity Equity transfer of per price per Offer Equity
Shares Shares Equity Equity Equity paid-up Shares
held# locked- Shares # Share Share (₹) Capital are
in* (₹) on a fully subject to
diluted lock-in
basis
[●] [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●] [●] [●] [●] [●] [●]
Note: To be updated at the Prospectus stage.
#
Equity Shares were fully paid-up on the date of allotment/acquisition.
* Subject to finalisation of Basis of Allotment.

The Equity Shares that are being locked-in are not and will not be ineligible for computation of Promoters’
Contribution under Regulation 15 of the SEBI ICDR Regulations. In this connection, we confirm the following:

(i) The Equity Shares offered for Promoters’ Contribution do not include Equity Shares acquired during the
three years preceding the date of this Draft Red Herring Prospectus (a) for consideration other than cash and
revaluation of assets or capitalisation of intangible assets, or (b) as a result of bonus shares issued by
utilization of revaluation reserves or unrealised profits or from bonus issue against Equity Shares which are
otherwise in-eligible for computation of Promoters’ Contribution;

(ii) The Promoter’s Contribution does not include any Equity Shares acquired during the one year preceding the
date of this Draft Red Herring Prospectus, at a price lower than the price at which the Equity Shares are
being offered to the public in the Offer;

(iii) Our Company has not been formed by the conversion of one or more partnership firms or a limited liability
partnership firm;

(iv) The Equity Shares forming part of the Promoters’ Contribution are not subject to any pledge or any other
form of encumbrance; and

(v) All the Equity Shares held by our Promoters is in dematerialised form as on the date of this Draft Red
Herring Prospectus.

109
f) Details of Equity Shares locked-in for six months

(i) In terms of Regulation 17 of the SEBI ICDR Regulations, except for:

a) the Promoter’s Contribution and any Equity Shares held by our Promoter in excess of Promoter’s
Contribution, which shall be locked in as above;

b) Equity Shares issued by our Company to Eligible Employees (or such persons as permitted under the
SEBI SBEB Regulations); and

c) the Offered Shares successfully transferred by the Selling Shareholders pursuant to the Offer for Sale;

the entire pre-Offer Equity Share capital of our Company, shall, unless otherwise permitted under the SEBI ICDR
Regulations, be locked in for a period of six months from the date of Allotment in the Offer. In terms of Regulation
17(c) of the SEBI ICDR Regulations, Equity Shares held by a venture capital fund or alternative investment fund
of category I or category II or a foreign venture capital investor shall not be locked-in for a period of six months
from the date of Allotment, provided that such Equity Shares shall be locked in for a period of at least six months
from the date of purchase by such shareholders.

(ii) As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details
of the Equity Shares locked-in are recorded by the relevant Depository.

(iii) Pursuant to Regulation 22 of the SEBI ICDR Regulations, (a) the Equity Shares held by the Promoters,
which are locked-in may be transferred to another promoter and among the members of the Promoter Group
or to any new promoters of our Company, and (b) the Equity Shares held by persons other than the Promoters
and locked-in for a period of six months from the date of Allotment in the Offer may be transferred to any
other person holding the Equity Shares which are locked-in, subject to continuation of the lock-in in the
hands of transferees for the remaining period and compliance with the SEBI Takeover Regulations; and

(iv) Pursuant to Regulation 21(b) of the SEBI ICDR Regulations, the Equity Shares held by the Promoters which
are locked-in, as the case may be from the date of Allotment may be pledged only with scheduled
commercial banks, public financial institutions, systemically important non-banking finance companies or
housing finance companies as collateral security for loans granted by such entities, provided that such pledge
of the Equity Shares is one of the terms of the sanction of such loans.

g) Lock-in of Equity Shares Allotted to Anchor Investors

50% of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a
period of 90 days from the date of Allotment and the remaining 50% shall be locked-in for a period of 30 days
from the date of Allotment.

h) Sales or purchases of Equity Shares or other specified securities of our Company by our Promoters,
members of our Promoter Group and/or our Directors and their relatives during the six months
immediately preceding the date of this Draft Red Herring Prospectus

Except as disclosed below, none of our Promoters, members of our Promoter Group, our Directors or their
relatives have sold or purchased any Equity Shares of our Company during the six months preceding the date of
this Draft Red Herring Prospectus.

Date of Nature of Names of Number of equity Percentage Face Transaction

allotment/transfer transaction allottees/transferee shares of paid-up value price per
allotted/transferred share per equity share
capital of equity (₹)
our share
Company (₹)
March 21, 2024 Transfer by Chiranjeev Singh 60,529,820 18.12 1 Nil
way of gift Saluja
from
Surender Pal
Singh Saluja
March 21, 2024 Transfer by Chiranjeev Singh 9,207,500 2.76 1 Nil
way of gift Saluja

110
 Date of Nature of Names of Number of equity Percentage Face Transaction
allotment/transfer transaction allottees/transferee shares of paid-up value price per
allotted/transferred share per equity share
capital of equity (₹)
our share
Company (₹)
from Vivana
Saluja
April 10, 2024 Bonus issue Chiranjeev Singh 64,431,488 19.29 1 Nil
issue as on Saluja, Surender Pal
the record Singh Saluja, Vivana
date i.e. Saluja, Manjeet Kaur
April 10, Saluja, Jasveen Kaur
2024 in the and Charandeep Singh
ratio of Saluja
0.268 Equity
Shares for
every one
Equity
Share held
April 10, 2024 Transfer by Chiranjeev Saluja Trust 500 Negligible 1 Nil
way of gift
by Surender
Pal Singh
Saluja
April 10, 2024 Transfer by Surender Pal Saluja 500 Negligible 1 Nil
way of gift Trust
by Vivana
Saluja

111
10. Our shareholding pattern

The table below represents the shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus:
Category Category of Number of Number of fully Number Number of Total number Shareholding as Number of Voting Rights held in each Number of Shareholding, as a Number of Locked Number of Equity Number of Equity
(I) shareholder shareholders paid up Equity of shares of shares held a % of total class of securities Equity % assuming full in Equity Shares Shares pledged or Shares held in
(II) (III) Shares held Partly underlying (VII) number of (IX) Shares conversion of (XII) otherwise encumbered dematerialized
(IV) paid-up Depository =(IV)+(V)+ shares Underlying convertible (XIII)^ form
Equity Receipts (VI) (calculated as Number of voting rights Total as Outstanding securities (as a Number (a) As a Number (a) As a % (XIV)
Shares (VI) per SCRR, Class eg: Class Total a % of convertible percentage of % of of total
held 1957) Equity eg: (A+B+ securities diluted share total Shares
(V) (VIII) As a % of Shares Other C) (including capital) Shar held (b)
(A+B+C2) s Warrants) (XI)= (VII)+(X) As es
(X) a % of (A+B+C2) held
(b)
(A) Promoters and 8 304,847,488 - - 304,847,488 91.25 Equity others 304,847,488 91.25 304,847,488 72.23 N.A. N.A 51,385,500 15.38 304,847,488
Promoter shares
Group
(B) Public 6 22,256,890 - - 22,256,890 6.66 Equity others 22,256,890 6.66 110,256,890 26.12 N.A N.A - - 22,256,890
shares
(C) Non Promoter- - - - - - - Equity others - - - - N.A N.A - - -
Non Public shares
(C1) Shares - - - - - - Equity others - - - - N.A N.A - - -
underlying shares
DRs
(C2) Shares held by 1 6,960,790 - - 6,960,790 2.08 Equity others 6,960,790 2.08 6,960,790 1.65 N.A N.A - - 6,960,790
Employee shares
Trusts
Total 15 334,065,168 - - 334,065,168 100 334,065,168 100 422,065,168 100 N.A N.A 51,385,500 15.38 334,065,168
* As on the date of this Draft Red Herring Prospectus, South Asia Growth Fund II Holdings LLC and South Asia EBT Trust hold 17,600,000 CCDs, in aggregate that are outstanding, and such CCDs shall be converted into 88,000,000
Equity Shares in the ratio of five Equity Shares for each CCD held, prior to filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) of the SEBI ICDR Regulations.
^ As of the date of this Draft Red Herring Prospectus, 51,385,500 Equity Shares constituting 15.38% of the outstanding paid-up share capital of our Company, held by our Promoters are pledged.

112
11. As on the date of this Draft Red Herring Prospectus, our Company has 15 equity shareholders.

12. Shareholding of our Directors, Key Managerial Personnel and Senior Management in our Company

Except as stated below, none of our Directors, Key Managerial Personnel or Senior Management hold any
Equity Shares.

Pre-Offer
Name Number of Equity Shares Percentage of Equity Percentage of equity
Share capital share capital on a fully
diluted basis(1) (%)
Surender Pal Singh Saluja 16,476,120 4.93 3.90
Chiranjeev Singh Saluja 273,675,382 81.92 64.84
Sudhir Moola 15,114,560 4.52 3.58
Total 305,266,062 91.38 72.33
(1)
Includes Equity Shares to be allotted upon conversion of Compulsorily Convertible Debentures. As on the date of this Draft Red Herring
Prospectus, South Asia Growth Fund II Holdings LLC and South Asia EBT Trust hold 17,600,000 CCDs in the aggregate, that are
outstanding, and such 17,600,000 CCDs shall be converted into 88,000,000 Equity Shares in the ratio of five Equity Shares for each
CCD held prior to filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) of the SEBI ICDR Regulations.

13. Details of shareholding of the major shareholders of our Company

(a) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our
Company as on the date of this Draft Red Herring Prospectus:

S. Name of the Pre-Offer

No. Shareholder Number of Equity Percentage of equity Percentage of Equity
Shares share capital (%) Share capital on a fully
diluted basis (%)(1)
1. Chiranjeev Singh 273,675,382 81.92 64.84
Saluja
2. Surender Pal Singh 16,476,120 4.93 3.90
Saluja
3. Sudhir Moola 15,114,560 4.52 3.58
4. PEL ESOP Trust 6,960,790 2.08 1.65

5. Vivana Saluja 5,061,990 1.52 1.20

6. Manjeet Kaur Saluja 5,061,856 1.52 1.20
7. South Asia Growth 628,371 0.19 20.87
Fund II Holdings LLC
(1)
Includes Equity Shares to be allotted upon conversion of Compulsorily Convertible Debentures. As on the date of this Draft Red Herring
Prospectus, South Asia Growth Fund II Holdings LLC and South Asia EBT Trust hold 17,600,000 CCDs in the aggregate, that are
outstanding, and such 17,600,000 CCDs shall be converted into 88,000,000 Equity Shares in the ratio of five Equity Shares for each
CCD held prior to filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) of the SEBI ICDR Regulations.

(b) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our
Company as of 10 days prior to the date of this Draft Red Herring Prospectus:

S. Name of the Pre-Offer

No. Shareholder Number of Equity Percentage of equity Percentage of Equity
Shares share capital (%) Share capital on a fully
diluted basis (%)(1)
1. Chiranjeev Singh Saluja 215,832,320 81.92 61.41
2. Surender Pal Singh 12,994,180
Saluja 4.93 3.70
3. Sudhir Moola 11,920,000 4.52 3.39
4. PEL ESOP Trust 5,489,581 2.08 1.56
5. Vivana Saluja 3,992,500 1.52 1.14
6. Manjeet Kaur Saluja 3,992,000 1.52 1.14
7. South Asia Growth Fund 495,561 0.19 25.02
II Holdings LLC
(1)
Includes Equity Shares to be allotted upon conversion of Compulsorily Convertible Debentures. As on the date of this Draft Red Herring
Prospectus, South Asia Growth Fund II Holdings LLC and South Asia EBT Trust hold 17,600,000 CCDs in the aggregate, that are
outstanding, and such 17,600,000 CCDs shall be converted into 88,000,000 Equity Shares in the ratio of five Equity Shares for each
CCD held prior to filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) of the SEBI ICDR Regulations.

113
 (c) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our
Company as of one year prior to the date of this Draft Red Herring Prospectus:
S. Name of the Pre-Offer
No. Shareholder Number of Equity Percentage of equity Percentage of Equity
Shares share capital (%) Share capital on a fully
diluted basis (%)(1)
1. Chiranjeev Singh 146,095,000 55.45 41.57
Saluja
2. Surender Pal Singh 73,524,000 27.91 20.92
Saluja
3. Vivana Saluja 13,200,000 5.01 3.76
4. Moola Rama 7,677,120 2.91 2.18
5. PEL ESOP Trust 5,489,581 2.08 1.56
6. Moola Sudha 4,242,880 1.61 1.21
7. Manjeet Kaur Saluja 3,992,000 1.52 1.14
8. South Asia Growth
495,561 0.19 25.02
Fund II Holdings LLC
(1)
Includes Equity Shares to be allotted upon conversion of Compulsorily Convertible Debentures. As on the date of this Draft Red Herring
Prospectus, South Asia Growth Fund II Holdings LLC and South Asia EBT Trust hold 17,600,000 CCDs in the aggregate, that are
outstanding, and such 17,600,000 CCDs shall be converted into 88,000,000 Equity Shares in the ratio of five Equity Shares for each
CCD held prior to filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) of the SEBI ICDR Regulations.

(d) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our
Company as of two years prior to the date of this Draft Red Herring Prospectus:

S. Name of the Pre-Offer

No. Shareholder Number of Equity Percentage of equity Percentage of Equity
Shares share capital (%) Share capital on a fully
diluted basis (%)(1)
1. Chiranjeev Singh 146,095,000 55.45 41.57
Saluja
2. Surender Pal Singh 73,524,000 27.91 20.92
Saluja
3. Vivana Saluja 13,200,000 5.01 3.76
4. PEL ESOP Trust 5,489,581 2.08 1.56
5. Moola Rama 7,677,120 2.91 2.18
6. South Asia Growth 495,561 0.19 25.02
Fund II Holdings LLC
7. Moola Sudha 4,242,880 1.61 1.21
8. Manjeet Kaur Saluja 3,992,000 1.52 1.14
(1)
Includes Equity Shares to be allotted upon conversion of Compulsorily Convertible Debenture. As on the date of this Draft Red Herring
Prospectus, South Asia Growth Fund II Holdings LLC and South Asia EBT Trust hold 17,600,000 CCDs in the aggregate, that are
outstanding, and such 17,600,000 CCDs shall be converted into 88,000,000 Equity Shares in the ratio of five Equity Shares for each
CCD held prior to filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) of the SEBI ICDR Regulations.

(7)
Employee Stock Options Scheme of our Company

PEL ESOP Scheme

Our Company adopted the PEL ESOP Scheme pursuant to the resolution passed by our Board on September
4, 2021 and the resolution passed by the Shareholders on September 9, 2021, as amended pursuant to a
resolution passed by our Board on April 15, 2024 and resolution passed by the Shareholders on April 18,
2024. The PEL ESOP Scheme has been instituted to grant stock options exercisable into Equity Shares to
eligible employees of our Company. The PEL ESOP Scheme is in compliance with the SEBI SBEB SE
Regulations. The details of the PEL ESOP Scheme, as certified by Manian and Rao, Chartered Accountants,
pursuant to their certificate dated April 19, 2024 are as follows:

Sr. No. Particulars Total

1) Options granted 18,563,520
2) Options vested (excluding options that have been exercised) 2,279,546
3) Options exercised N.A.
4) Vesting period 3 years
5) Total number of Equity Shares that would arise as a result of full 13,203,684

114
Sr. No. Particulars Total
exercise of options granted (net of cancelled options)
6) Options forfeited/lapsed/cancelled 5,359,836
7) Variation in terms of options Nil
8) Money realised by exercise of options N.A.
9) Total number of options in force 13,203,684

Particulars Details
Financial Year 2021 Financial Year 2022 Financial Nine months ended From January 1,
Year 2023 December 31, 2023 2024 until the date
of this DRHP(1)
Total options (including
vested and unvested options)
- - 10,462,000 7,560,000 11,957,240
outstanding as at the
beginning of the period
Total options granted - 10,686,000 233,000 2,671,000 1,331,400
Exercise price of options in ₹
(as on the date of grant - 27 27 27 21.29
options)
Options
- 224,000 3,135,000 801,000 84,956
forfeited/lapsed/cancelled
Variation of terms of options Nil Nil Nil Nil Nil
Money realized by exercise
Nil Nil Nil Nil Nil
of options in ₹
Total number of options
- 10,462,000 7,560,000 9,430,000 13,203,684
outstanding in force
Total options vested
(excluding the options that - - 1,737,150 60,599 -
have been exercised)
Options exercised - - - - -
The total number of Equity
Shares that would arise as a
result of full exercise of
Nil Nil Nil Nil Nil
granted options (including
options that have been
exercised)
Employee wise details of
options granted to:
(i) Key Managerial S. No Name of the Key Total number of
Personnel Managerial Personnel options
granted(1) Year of grant
1. Financial Year
Revathi Rohini Buragadda 760,800 2022
2. Financial Year
Revathi Rohini Buragadda 317,000 2024
3. Financial Year
Ravella Sreenivasa Rao 88,760 2023
4. Financial Year
Nand Kishore Khandelwal 634,000 2023
(ii) Senior Management S. No Name of the Senior Total number of
Management options
granted(1) Year of Grant
1. Financial Year
Sudhir Moola 1,268,000 2022
2. Financial Year
Sudhir Moola 634,000 2024
3. Financial Year
Chandra Mauli Kumar 143,284 2023
4. Financial Year
Chandra Mauli Kumar 46,916 2024

115
 Particulars Details
Financial Year 2021 Financial Year 2022 Financial Nine months ended From January 1,
Year 2023 December 31, 2023 2024 until the date
of this DRHP(1)
(iii) Any other employee who S. No Name of the employee Total number of
receives a grant in any one options
year of options amounting to granted(1) Year of Grant
5% or more of the options 1. Former employee* 1,296,000 Financial Year
granted during the year 2022
2. Mohan Preet Singh 570,600 Financial Year
Khurana 2024
3. Milton Kenny 63,400 Financial Year
2023
* As on the date of this Draft Red Herring Prospectus, the options have lapsed.

(iv) Identified employees Nil

who were granted options
during any one year equal to
or exceeding 1% of the issued
capital (excluding
outstanding warrants and
conversions) of the Company
at the time of grant
Diluted earnings per share N.A
pursuant to the issue of
Equity Shares on exercise of
options in accordance with
the applicable accounting
standard on ‘Earnings Per
Share’
Where the Company has There won’t be any impact as employee compensation is calculated based on fair value basis.
calculated the employee
compensation cost using the
intrinsic value of the stock
options, the difference, if
any, between employee
compensation cost so
computed and the employee
compensation calculated on
the basis of fair value of the
stock options and the impact
of this difference, on the
profits of the Company and
on the earnings per share of
the Company
Description of the pricing The Black Scholes valuation model has been used for computing the weighted average fair value
formula and the method and considering the following inputs:
significant assumptions used
to estimate the fair value of
options granted during the Particulars Grant -4 Grant -3 Grant -2 Grant -1
year, including weighted
average information, namely,
Weighted average
risk-free interest rate, 13.21% 11.55% 11.55% 11.25%
cost of capital
expected life, expected
volatility, expected Expected life 3 years 3 years 3 years 3 years
dividends, and the price of
the underlying share in the Risk free rate 7.47% 7.29% 7.29% 5.59%
market at the time of grant of Volatility 43% 53% 53% 60%
option
Dividend yield 0% 0% 0% 0%

Share price 27 27 27 27
Exercise price 27 27 27 27
Impact on the profits and on The Company has complied with the accounting standard issued by the Institute of Chartered Accountants
the earnings per share of the of India which is in line with the SEBI SBEB & SE Regulations.
last three years if the
accounting policies specified
in the SEBI SBEB SE
Regulations had been
followed, in respect of
options granted in the last
three years

116
 Particulars Details
Financial Year 2021 Financial Year 2022 Financial Nine months ended From January 1,
Year 2023 December 31, 2023 2024 until the date
of this DRHP(1)
Intention of key managerial N.A
personnel, senior
management and whole-time
directors who are holders of
Equity Shares allotted on
exercise of options to sell
their shares within three
months after the listing of
Equity Shares pursuant to the
Offer
Intention to sell Equity N.A
Shares arising out of the PEL
ESOP Scheme within three
months after the listing of
Equity Shares by directors,
senior managerial personnel
and employees having Equity
Shares arising out of PEL
ESOP Scheme, amounting to
more than 1% of the issued
capital (excluding
outstanding warrants and
conversions)
(1)
Calculated giving the impact of bonus shares issued in the ratio of 0.268 shares for every one equity share vide Board resolution dated
April 10, 2024 and Shareholders resolution dated April 10, 2024.

14. There have been no financing arrangements whereby the members of our Promoter Group, our Directors
and their relatives have financed the purchase by any other person of securities of our Company in the six
months immediately preceding the date of filing of this Draft Red Herring Prospectus.

15. Our Company, our Directors and the BRLMs have not entered into any buy-back arrangement for purchase
of the Equity Shares being offered through the Offer.

16. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this Draft
Red Herring Prospectus. The Equity Shares to be issued or transferred pursuant to the Offer shall be fully
paid-up at the time of Allotment.

17. None of the BRLMs and their respective associates (as defined under the SEBI (Merchant Bankers)
Regulations, 1992) hold any Equity Shares in our Company as on the date of this Draft Red Herring
Prospectus.

18. Except for (i) the issuance of Equity Shares pursuant to exercise of options vested and/or granted under the
PEL ESOP Scheme, (ii) Pre-IPO Placement; and (ii) conversion of the CCDs issued to South Asia Growth
Fund II Holdings LLC and South Asia EBT Trust, there are no outstanding warrants, options or rights to
convert debentures, loans or other instruments into, or which would entitle any person any option to receive
Equity Shares of our Company, as on the date of this Draft Red Herring Prospectus.

19. No person connected with the Offer, including, but not limited to, our Company, the Selling Shareholders,
the members of the Syndicate, or our Directors, shall offer any incentive, whether direct or indirect, in any
manner, whether in cash or kind or services or otherwise to any Bidder for making a Bid, except for fees or
commission for services rendered in relation to the Offer.

20. Except for the allotment of Equity Shares pursuant to the Fresh Issue, conversion of outstanding CCDs into
Equity Shares, exercise of options vested under the PEL ESOP Scheme and the Pre-IPO Placement, there
will be no further issue of specified securities whether by way of issue of bonus shares, preferential
allotment, rights issue or in any other manner during the period commencing from the date of filing of this
Draft Red Herring Prospectus with SEBI until the Equity Shares have been listed on the Stock Exchanges
or all application monies have been refunded, as the case may be.

21. Except for the Equity Shares to be allotted pursuant to the Fresh Issue, conversion of outstanding CCDs into
Equity Shares and exercise of options vested under the PEL ESOP Scheme, there is no proposal or intention,
negotiations or consideration by our Company to alter its capital structure by way of split or consolidation
of the Equity Shares or issue of Equity Shares or convertible securities on a preferential basis or issue of

117
 bonus or rights or further public offer of such securities, within a period of six months from the Bid/Offer
Opening Date.

22. The BRLMs, and any person related to the BRLMs or the Syndicate Members, cannot apply in the Offer
under the Anchor Investor Portion, except for Mutual Funds sponsored by entities which are associates of
the BRLMs, or insurance companies promoted by entities which are associates of the BRLMs, or AIFs
sponsored by entities which are associates of the BRLMs, or an FPI (other than individuals, corporate bodies
and family offices) sponsored by entities which are associates of the BRLMs or pension funds sponsored by
entities which are associates of the BRLMs.

23. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless otherwise
permitted by law.

24. All transactions in Equity Shares by our Promoters and members of our Promoter Group between the date
of filing of this Draft Red Herring Prospectus and the date of closing of the Offer shall be reported to the
Stock Exchanges within 24 hours of such transactions.

118
 OBJECTS OF THE OFFER

The Offer comprises a Fresh Issue of up to [●] Equity Shares, aggregating up to ₹15,000 million by our Company
and an Offer for Sale of up to 28,200,000 Equity Shares aggregating up to ₹[●] million by the Selling Shareholders.
For details, see “Summary of the Offer Document” and “The Offer” on pages 22 and 80, respectively.

The Offer for Sale

The object of the Offer for Sale is to allow the Selling Shareholders to sell up to 28,200,000 Equity Shares held
by them aggregating up to ₹[●] million. Set forth hereunder are the details of the number of Equity Shares offered
by each of the Selling Shareholders in the Offer:

S. No. Name of the Selling Shareholder Maximum number of Equity Shares

to be offered in the Offer
1. South Asia Growth Fund II Holdings LLC 23,846,400
2. South Asia EBT Trust 153,600
3. Chiranjeev Singh Saluja 4,200,000
Total 28,200,000

Our Company will not receive any proceeds from the Offer for Sale. The Selling Shareholders will be entitled to
their respective portion of the proceeds of the Offer for Sale, net of their respective proportion of the Offer-related
expenses and the relevant taxes thereon.

Fresh Issue

Our Company proposes to utilize the net proceeds, being the gross proceeds of the Fresh Issue less the Offer
related expenses (“Net Proceeds”), towards funding the following objects (collectively, the “Objects”):

1. Investment in our Subsidiary, Premier Energies Global Environment Private Limited (“PEGEPL”) for part-
financing the establishment of a 4 GW Solar PV TOPCon Cell and 4 GW Solar PV TOPCon Module
manufacturing facility in Hyderabad, Telangana, India (the “Project”); and

2. General corporate purposes.

In addition, our Company expects to achieve the benefit of listing of our Equity Shares on the Stock Exchanges,
including enhancement of our Company’s brand name and creation of a public market for our Equity Shares in
India.

The main objects clause of our Memorandum of Association enables our Company and our Subsidiary, PEGEPL
to undertake the activities for which the funds are being raised by us in the Fresh Issue. Further, the activities we
have been carrying out until now are in accordance with the main objects clause of our Memorandum of
Association.

Net Proceeds

After deducting the Offer related expenses from the gross proceeds of the Fresh Issue, we estimate the Net
Proceeds to be ₹[●] million. The details of the Net Proceeds of the Offer are summarized in the table below:

S. No Particulars Estimated Amount

A. Gross proceeds of the Fresh Issue ₹15,000 million(1)
Less: Expenses in relation to the Fresh Issue* [●](2)
B. Net Proceeds [●](2)
*
See “– Offer Related Expenses” below.
(1)
Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, as may be permitted under the applicable law,
aggregating up to ₹3,000.00 million, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if
undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the
amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the
Securities Contracts (Regulation) Rules, 1957, as amended. Upon allotment of Equity Shares issued pursuant to the Pre-IPO Placement, we
may utilise the proceeds from such Pre-IPO Placement towards the Objects prior to completion of the Offer.
(2)
To be determined after finalisation of the Offer Price and updated in the Prospectus prior to filing of the RoC.

Proposed schedule of implementation and utilisation of Net Proceeds

119
We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of
implementation and deployment of funds as set forth in the table below:

(₹ in million)
S. Particulars Total Total Balance Amount to Estimated Estimated
No estimated amount amount to be funded deployment deployment
amount / deployed be from Net of Net of Net
expenditure towards the incurred Proceeds Proceeds in Proceeds in
(A) Objects as (C=A-B) Fiscal 2025 Fiscal 2026
of April 18,
2024 (B)**
1. Investment in 34,642.75 660.37*** 33,982.38 11,687.38 5,843.69 5,843.69
PEGEPL for part-
financing the
establishment of
the Project
2. General corporate - - - [●] [●] [●]
purposes*
Total* 34,642.75 660.37*** 33,982.38 [●] [●] [●]
* To be finalised upon determination of the Offer Price and updated in the Prospectus. The amount utilised for general corporate purposes
shall not exceed 25% of the Gross Proceeds. Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, as may be
permitted under the applicable law, aggregating up to ₹3,000.00 million, at its discretion, prior to filing of the Red Herring Prospectus with
the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-
IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance
with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. Upon allotment of Equity Shares issued pursuant to the
Pre-IPO Placement, we may utilise the proceeds from such Pre-IPO Placement towards the Objects prior to completion of the Offer.
** The source of funds for the amount deployed towards the Project (i) until March 31, 2024, was the investment received from Premier
Energies Limited; and (ii) from April 1, 2024 until April 18, 2024, was operational cash flows of PEGEPL.
Note: In respect of the amount deployed by PEGEPL towards the Project (i) from November 1, 2023 until March 31, 2024, our Statutory
Auditor has issued its report on factual findings dated April 19, 2024 (“AUP”), in accordance with the Indian Standard on Related Services
(SRS) 4400, “Engagements to Perform Agreed upon Procedures regarding Financial Information”, issued by the Institute of Chartered
Accountants of India, wherein they have stated that they have traced the amounts of sources of funds and deployment of funds to the amounts
appearing in the schedule prepared by the management of PEGEPL based on unaudited books of accounts and found such amounts to be in
agreement. Further, they have traced the project wise total amounts relating to sources of fund and deployment of fund appearing in the
schedule prepared by the management of PEGEPL based on unaudited books of accounts to the unaudited general ledger balances and found
it to be in agreement; and (ii) from April 1, 2024 until April 18, 2024, a report on factual findings dated April 19, 2024 has been issued by
Sharad & Associates, the joint statutory auditors of PEGEPL, in accordance with Indian Standard on Related Services (SRS) 4400,
“Engagements to Perform Agreed upon Procedures regarding Financial Information”, issued by the Institute of Chartered Accountants of
India, wherein they have stated that they have traced the amounts of sources of funds and deployment of funds to the amounts appearing in
the schedule prepared by the management of PEGEPL based on unaudited books of accounts and found such amounts to be in agreement.
Further, they have traced the project wise total amounts relating to sources of fund and deployment of fund appearing in the schedule prepared
by the management based on unaudited books of accounts to the unaudited general ledger balances and found it to be in agreement.
*** The total amount deployed towards the Objects is ₹660.37 million which includes (i) ₹600.78 million incurred towards acquisition of land
for the Project, and (ii) ₹59.59 million incurred towards loan processing and finance costs.

In case of any increase in the actual utilization of funds earmarked for the Objects, such additional funds for a
particular activity will be met by way of means available to our Company, including from internal accruals and
any additional equity and/or debt arrangements. If the actual utilization towards any of the Objects is lower than
the proposed deployment, such balance will be used for future growth opportunities, if required and general
corporate purposes in accordance with applicable laws.

In the event that estimated utilization out of the Net Proceeds in a Fiscal is not completely met due to factors such
as (i) economic and business conditions; (ii) delay in procuring and operationalizing assets or necessary licenses
and approvals; or (iii) any other commercial considerations, such unutilized portion of the Net Proceeds shall be
utilized in the subsequent fiscals, as may be decided by our Company, in accordance with applicable laws. Any
such change in our plans may require rescheduling of our expenditure programs and increasing or decreasing
expenditure for a particular object vis-à-vis the utilization of Net Proceeds.

The fund requirement, the deployment of funds and the intended use of the Net Proceeds indicated above is based
on (i) the current management estimates, current circumstances of our business plan and the prevailing market
conditions, which may be subject to change, and (ii) the project cost vetting report dated April 18, 2024 issued by
RCT Solutions GmbH (“RCT” and such project cost vetting report, the “RCT Report”). The deployment of funds
described herein has not been appraised by any bank or financial institution or any other independent agency.
However, Indian Renewable Energy Development Agency Limited (“IREDA”), a financial institution, has
extended a facility of ₹22,250.00 million pursuant to a sanction letter dated February 29, 2024, to enable PEGEPL

120
to part-finance the Project (“Project Loan”). For further details, see “Risk Factors – We have not entered into
any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer. Our funding
requirements and deployment of the Net Proceeds of the Offer are based on management estimates and a
project cost vetting report from RCT Solutions GmbH and have not been independently appraised. Our
management will have broad discretion over the use of the Net Proceeds.” on page 39.

We may have to revise our funding requirements and deployment on account of a variety of factors such as our
financial and market condition, our business and growth strategies, our ability to identify and implement growth
initiatives, competitive landscape, general factors affecting our results of operations, financial condition and
access to capital and other external factors such as changes in the business environment or regulatory climate and
interest or exchange rate fluctuations, which may not be within the control of our management. This may entail
rescheduling the proposed utilisation of the Net Proceeds and changing the allocation of funds from its planned
allocation at the discretion of our management, subject to compliance with applicable law. For details, see “Risk
Factors – Any variation in the utilization of the Net Proceeds would be subject to certain compliance
requirements, including prior Shareholders’ approval” on page 65.

Means of Finance

Other than ₹660.37 million that has already been incurred and deployed towards the Project, the balance amount
to be spent on the Project shall be financed in the manner set forth below:

S. No. Particulars Amount (₹ in million)

1. From the Net Proceeds 11,687.38
2. From internal accruals of PEGEPL 45.00*
3. From Project Loan 22,250.00
Total 33,982.38
* Comprises (i) an amount of ₹33.00 million to be incurred towards the stamp duty at the time of entering into the sale agreement; and (ii) an
amount of ₹12.00 million to be incurred towards registration fees at the time of executing the sale deed, both of which shall be funded through
the internal accruals of PEGEPL.
Note: The source of funds for the amount deployed towards the Project (i) until March 31, 2024, was the investment received from Premier
Energies Limited; and (ii) from April 1, 2024 until April 18, 2024, was operational cash flows of PEGEPL. In respect of the amount deployed
by PEGEPL towards the Project (i) from November 1, 2023 until March 31, 2024, our Statutory Auditor has issued its report on factual
findings dated April 19, 2024 (“AUP”), in accordance with the Indian Standard on Related Services (SRS) 4400, “Engagements to Perform
Agreed upon Procedures regarding Financial Information”, issued by the Institute of Chartered Accountants of India, wherein they have
stated that they have traced the amounts of sources of funds and deployment of funds to the amounts appearing in the schedule prepared by
the management of PEGEPL based on unaudited books of accounts and found such amounts to be in agreement. Further, they have traced
the project wise total amounts relating to sources of fund and deployment of fund appearing in the schedule prepared by the management of
PEGEPL based on unaudited books of accounts to the unaudited general ledger balances and found it to be in agreement; and (ii) from April
1, 2024 until April 18, 2024, a report on factual findings dated April 19, 2024 has been issued by Sharad & Associates, the joint statutory
auditors of PEGEPL, in accordance with Indian Standard on Related Services (SRS) 4400, “Engagements to Perform Agreed upon Procedures
regarding Financial Information”, issued by the Institute of Chartered Accountants of India, wherein they have stated that they have traced
the amounts of sources of funds and deployment of funds to the amounts appearing in the schedule prepared by the management of PEGEPL
based on unaudited books of accounts and found such amounts to be in agreement. Further, they have traced the project wise total amounts
relating to sources of fund and deployment of fund appearing in the schedule prepared by the management based on unaudited books of
accounts to the unaudited general ledger balances and found it to be in agreement.

In accordance with Regulation 7(1)(e) of the SEBI ICDR Regulations, we have made firm arrangements through
verifiable means towards at least 75% of the stated means of finance for the Project, excluding the Net Proceeds
allocated towards the Project and through existing identifiable internal accruals.

Of the total estimated cost of the Project amounting to ₹34,642.75 million, an amount of ₹11,687.38 million is
proposed to be deployed by utilising the Net Proceeds. Further, PEGEPL has entered into a borrowing
arrangement with IREDA, a financial institution that has extended a facility of an amount aggregating to
₹22,250.00 million pursuant a sanction letter dated February 29, 2024 to enable PEGEPL to part-finance the
Project. For details of terms and conditions of sanction of the Project Loan, see “Financial Indebtedness” on page
398. Other customary terms and conditions of the Project Loan, such as mandatory covenants, negative covenants,
pre disbursement conditions and event of defaults, etc. will be formalised once the Project Loan is executed with
IREDA.

In addition, ₹660.37 million has already been deployed, and an amount of ₹45.00 million comprising (i) an amount
of ₹33.00 million to be incurred towards the stamp duty at the time of entering into the sale agreement; and (ii) an
amount of ₹12.00 million to be incurred towards registration fees at the time of executing the sale deed, shall both
be funded through the internal accruals of PEGEPL.

121
Accordingly, we are in compliance with the requirements prescribed under Paragraph 9(C)(1) of Part A of
Schedule VIII and Regulation 7(1)(e) of the SEBI ICDR Regulations which require firm arrangements of finance
to be made through verifiable means towards at least 75% of the stated means of finance, excluding the amount
to be raised through the Offer and existing identifiable internal accruals.

Details of the Objects of the Fresh Issue

I. Investment in our Subsidiary, PEGEPL for part-financing the establishment of a 4 GW Solar PV

TOPCon Cell and 4 GW Solar PV TOPCon Module manufacturing facility in Hyderabad,
Telangana, India

We intend to establish a 4 GW solar PV TOPCon cell manufacturing facility (“4 GW Cell Facility”) and a 4 GW
solar PV TOPCon module manufacturing facility (“4 GW Module Facility”) at Hyderabad, Telangana, India,
through our Subsidiary, PEGEPL. For details of the Subsidiary, please see “Our Subsidiaries and Associates” on
page 251.

The market for solar modules is expected to continue to grow in India on account of ambitious government targets
and increasing demand for clean energy, as per the F&S Report. Favourable regulatory environment and several
government initiatives are geared towards encouraging domestic production of solar cells and solar modules.
Various governmental schemes have been aimed at promoting domestic solar module usage, including the Central
Public Sector Undertaking (“CPSU”) scheme, the Pradhan Mantri Kisan Urja Suraksha evam Utthan
Mahabhiyan (“PM-KUSUM Scheme”) and the Grid Connected Solar Rooftop Programme which aims to equip
10 million homes in India with rooftop solar systems. We intend to capitalise on this growth momentum and the
favourable government impetus by utilising a portion of the proceeds from the Fresh Issue towards expanding our
current manufacturing capacities. Also see “Our Business” and “Key Regulations and Policies” on pages 204
and 236, respectively.

As of the date of this Draft Red Herring Prospectus, we operate through five manufacturing facilities through
three properties, all of which are situated on land that we own, in Hyderabad, Telangana, India. Combined, our
manufacturing facilities have an annual installed capacity of 2 GW for solar cells and 3.36 GW for solar modules
as of the date of this Draft Red Herring Prospectus. Over the years, we transitioned from polycrystalline to
monocrystalline solar cells and now, intend to move towards the production of solar cells and modules with
TOPCon technology, a process whose advantages include higher efficiency, higher bifaciality, better longevity,
and greater versatility, as per the F&S Report. For further details in relation to our products, please see “Our
Business – Our Business Operations – Product Portfolio” on page 217. Our Company expects to benefit from
such investment in PEGEPL as we believe our expansion plans and strategy will allow us to meet the anticipated
increase in the demand for our products in the future, and enable us to supply to the growing markets more
efficiently.

Estimated cost of the Project

The total estimated cost to establish the Project is ₹34,642.75 million, and such cost is based on management
estimates in accordance with our business plan, and as certified by RCT in the RCT Report.

Our Company proposes to invest ₹11,687.38 million from the Net Proceeds in PEGEPL to part-finance the Project.
Further, the board of directors of PEGEPL and the Board of our Company pursuant to their resolutions each dated
April 18, 2024, have consented and taken note, respectively, that an amount of ₹11,687.38 million is proposed to
be funded for capital expenditure from the Net Proceeds towards the Project.

As a part of the Project, we require investment in (a) land and site development; (b) buildings and civil works; (c)
plant and machinery; (d) utilities; (e) design, engineering and project management; (f) miscellaneous; (g)
contingency; and (h) interest during construction, security margin and debt service reserve account. The detailed
break-down of estimated cost of the Project, is set forth below:

122
 Particulars Estimated Estimated Total Amount Balance to Balance to
cost for 4 cost for 4 estimated already be funded (₹ be funded
GW Cell GW Module cost (₹ in deployed (₹ in million) through the
Facility (₹ in Facility (₹ in million)(1)(3) in million)(2) Net Proceeds
million)(1)(3) million)(1)(3) (₹ in million)
Land and site 1293.60 1,293.60 600.78 692.82(5) 647.82(5)
development
Buildings and civil 1,383.84 996.17 2,380.01 - 2,380.01 476.00
works
Plant and 12,202.96 3,399.91 15,602.87 - 15,602.87 2,340.43
machinery
Utilities 6,706.15 1,192.99 7,899.14 - 7,899.14 1,579.83
Design, 252.80 108.40 361.20 - 361.20 72.24
engineering and
project
management
Miscellaneous 660.50 348.19 1,008.69 59.59(6) 949.10 473.82
Contingency 478.60 175.89 654.49 - 654.49 654.49
Interest during 2,117.00 2,102.00 5,442.75(4) - 5,442.75(4) 5,442.75(4)
construction,
security margin
and debt service
reserve account
Total 34,642.75 660.37 33,982.38(7) 11,687.38
(1) Total estimated cost as per the RCT Report. The estimated cost also includes taxes, as applicable. However, PEGEPL has not
considered customs duty for import of equipment as we propose to avail benefits under Manufacturing and Other Operations in
Warehouse Regulations (“MOOWR”) / Export Promotion Capital Goods (“EPCG”) scheme of the Government of India.
Therefore, cost of imported components does not include any expenditure towards customs and other import duties. Also see “Risk
Factors – We import machinery from overseas and the same is subject to certain risks which may adversely affect our business,
results of operations, financial condition and cash flows.” on page 37.
(2) The source of funds for the amount deployed towards the Project (i) until March 31, 2024, was the investment received from
Premier Energies Limited; and (ii) from April 1, 2024 until April 18, 2024, was operational cash flows of PEGEPL. In respect of
the amount deployed by PEGEPL towards the Project (i) from November 1, 2023 until March 31, 2024, our Statutory Auditor has
issued its report on factual findings dated April 19, 2024 (“AUP”), in accordance with the Indian Standard on Related Services
(SRS) 4400, “Engagements to Perform Agreed upon Procedures regarding Financial Information”, issued by the Institute of
Chartered Accountants of India, wherein they have stated that they have traced the amounts of sources of funds and deployment
of funds to the amounts appearing in the schedule prepared by the management of PEGEPL based on unaudited books of accounts
and found such amounts to be in agreement. Further, they have traced the project wise total amounts relating to sources of fund
and deployment of fund appearing in the schedule prepared by the management of PEGEPL based on unaudited books of accounts
to the unaudited general ledger balances and found it to be in agreement; and (ii) from April 1, 2024 until April 18, 2024, a report
on factual findings dated April 19, 2024 has been issued by Sharad & Associates, the joint statutory auditors of PEGEPL, in
accordance with Indian Standard on Related Services (SRS) 4400, “Engagements to Perform Agreed upon Procedures regarding
Financial Information”, issued by the Institute of Chartered Accountants of India, wherein they have stated that they have traced
the amounts of sources of funds and deployment of funds to the amounts appearing in the schedule prepared by the management
of PEGEPL based on unaudited books of accounts and found such amounts to be in agreement. Further, they have traced the
project wise total amounts relating to sources of fund and deployment of fund appearing in the schedule prepared by the
management based on unaudited books of accounts to the unaudited general ledger balances and found it to be in agreement.
(3) For all imported machinery, we have assumed an exchange rate of ₹82.92 = USD 1, applicable as on February 29, 2024, as per
the RBI reference rate archive.
(4) Also includes ₹1,223.75 million as the amount to be paid towards debt service reserve account in addition to cost towards interest
during construction amounting to ₹2,117.00 million and cost towards security margin amounting to ₹2,102.00 million.
(5) Out of the total balance amount of ₹692.82 million to be incurred towards land and site development, ₹647.82 million is proposed
to be utilised from the Net Proceeds. The remaining amount of ₹45.00 million is proposed to be paid in the following manner: (i)
an amount of ₹33.00 million shall be incurred towards the stamp duty at the time of entering into the sale agreement; and (ii) an
amount of ₹12.00 million shall be incurred towards registration fees at the time of executing the sale deed, both of which shall be
incurred through the internal accruals of PEGEPL.
(6) ₹59.59 million incurred towards loan processing and finance costs.
(7) Of this amount, ₹ 22,250 million shall be funded through the Project Loan availed from IREDA.

Detailed break-down of the cost of the Project

A further break-up of the specific costs towards establishing the Project is set forth below:

a) Land and site development:

The land on which PEGEPL proposes to establish the 4 GW Cell Facility and the 4 GW Module Facility, is located
at UDL-5 Part at Industrial Park, Seetharampur, Ranga Reddy District, Telangana, India, aggregating to 75 acres

123
(“Project Land”). This Project Land has been allotted to PEGEPL pursuant to a letter dated April 18, 2024 (“Final
Allotment Letter”), issued by the Telangana State Industrial Infrastructure Corporation Limited, a Government
of Telangana Undertaking (“TSIIC Limited”). The amount paid by PEGEPL towards the acquisition of the
Project Land was ₹600.78 million, inclusive of applicable taxes. However, PEGEPL shall be required to
additionally pay an amount of ₹45.00 million comprising (i) an amount of ₹33.00 million to be incurred towards
the stamp duty at the time of entering into the sale agreement; and (ii) an amount of ₹12.00 million to be incurred
towards registration fees at the time of executing the sale deed, both of which shall be funded through the internal
accruals of PEGEPL.

While PEGEPL had initially made an advance payment of ₹60.71 million on February 17, 2024 towards the
provisional allotment of land, such land parcel was allocated by TSIIC Limited to PEGEPL pursuant to a
provisional allotment letter dated March 16, 2024 (“Provisional Allotment Letter”) which was subject to certain
conditions including that the payment of remainder amount be made within a period of 60 days from the issuance
of such Provisional Allotment Letter, the construction of factory building commence within six months of
PEGEPL being put in possession of such land, and that PEGEPL commence commercial production within two
years of being in possession of the allotted land, among others.

As on the date of this Draft Red Herring Prospectus, PEGEPL is yet to enter into a sale agreement in relation to
the acquisition of such Project Land, which shall be executed within a period of 21 days of date of receipt of the
Final Allotment Letter, as per the conditions set out in such Final Allotment Letter. The physical possession of
the Project Land would be delivered only upon the execution of the sale agreement. Also see “Risk Factors – We
have not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer.
Our funding requirements and deployment of the Net Proceeds of the Offer are based on management estimates
and a project cost vetting report from RCT Solutions GmbH and have not been independently appraised. Our
management will have broad discretion over the use of the Net Proceeds.” on page 39.

In addition to the amount already incurred, and to be incurred towards the acquisition of the Project Land, PEGEPL
shall also be required to expend an estimated cost of ₹647.82 million, inclusive of taxes, as applicable, towards
site development, as per the RCT Report, and we have obtained quotations for such amount, the details of which
have been set out below.

Particulars Estimated cost Name of the Vendor Date of Validity of

(₹ in million)(1) quotation quotation /
Period of validity
Rock cutting, levelling works and 510.00 Veekshika February 27, 2024 March 30, 2025
boundary wall, and architecture Constructions
drawing of entrance gate and
portal
Storm drains 35.40 Veekshika February 27, 2024 February 27, 2025
Constructions
Sewer lines 18.88 Veekshika February 27, 2024 February 27, 2025
Constructions
Roads 83.54 Veekshika February 27, 2024 February 27, 2025
Constructions
Total 647.82
Total including estimated cost of 1,293.60
acquisition of Project Land
(1) Total estimated cost as per the RCT Report. The estimated cost also includes taxes, as applicable.

The entire fund requirement of ₹647.82 million inclusive of taxes, as applicable, to be utilised towards site
development, shall be met through the Net Proceeds.

Our Promoter and Directors do not have any interest in the Project Land. Further, our Promoters and our Directors
are not associated in any manner, with TSIIC Limited, in relation to the acquisition of the Project Land.

b) Buildings and civil works:

Building and civil works for the 4 GW Cell Facility include (i) cell manufacturing shed civil works; and (ii) cell
utility and shed civil works. Building and civil works for the 4 GW Module Facility include (i) module
manufacturing shed civil works; and (ii) module utility and shed civil works.

124
The total estimated cost for buildings and civil works for the proposed Project is ₹2,380.01 million, inclusive of
taxes, as applicable, as per the RCT Report, and we have obtained quotations for the entire amount, the details of
which have been set out below.

Particulars Estimated cost Name of the Vendor Date of Validity of

(₹ in million)(1) quotation quotation /
Period of validity
4 GW Cell Facility
Cell manufacturing shed civil 806.59 Veekshika February 27, 2024 February 27, 2025
works comprising pre-engineered Constructions
building, civil construction, doors,
windows, shutters, epoxy flooring,
dock levellers, and puff walls and
ceiling
Cell utility shed civil works 577.25 Veekshika February 27, 2024 February 27, 2025
comprising pre-engineered Constructions
building, civil construction, doors,
windows, shutters, epoxy flooring,
dock levellers, and puff walls and
ceiling
Total (A) 1,383.84
4 GW Module Facility
Module manufacturing shed civil 501.68 Veekshika February 27, 2024 February 27, 2025
works comprising pre-engineered Constructions
building, civil construction, doors,
windows, shutters, epoxy flooring,
dock levellers, and puff walls and
ceilings
Module utility shed civil works 494.49 Veekshika February 27, 2024 February 27, 2025
comprising pre-engineered Constructions
building, civil construction, doors,
windows, shutters, epoxy flooring,
water proofing for tanks, and puff
walls and ceilings
Total (B) 996.17
Total (A + B) 2,380.01
(1) Total estimated cost as per the RCT Report. The estimated cost also includes applicable taxes.

PEGEPL proposes to utilise an amount of ₹476.00 million out of the Net Proceeds, towards buildings and civil
works.

c) Plant and machinery:

The total estimated cost for procurement and installation of plant and machinery for the Project is ₹15,602.87
million, inclusive of taxes, as applicable, as per the RCT Report. PEGEPL proposes to utilise an amount of
₹2,340.43 million out of the Net Proceeds, towards such procurement and installation of plant and machinery.

The plant and machinery for the 4 GW Cell Facility primarily includes automated guided vehicles system for
material movement, automation tools, auxiliary equipment, thermal tools, laser and printing lines, among others,
whereas the plant and machinery for the 4 GW Module Facility includes turnkey module line with glass loaders,
wet tools, tabbers, stringers, conveyors, among others.

An indicative list of such plant and machinery that is intended to be purchased, along with details of the quotations
received in this respect are set forth below, which has been included in the RCT Report:

Particulars Estimated cost Name of the Vendor Date of Validity of

(₹ in quotation quotation /
million)(1)(2) Period of validity
4 GW Cell Facility

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 Particulars Estimated cost Name of the Vendor Date of Validity of
(₹ in quotation quotation /
million)(1)(2) Period of validity
Cell manufacturing line 12,202.96 Suzhou Junion Ranging from Ranging from
comprising of texturing diffusion, Intelligent Technology January 11, 2024 January 18, 2025
laser annealing, etching and Co., Ltd, RoboTechnik to February 29, to July 25, 2025
polishing, passivation coating, Intelligent Technology 2024
metallization, tools along with Co. Ltd, Wuxi
automation, material handling Kingenious Intelligent
testing and auxiliary cleaning tools Equipment Co Ltd,
NMTronics (India)
Private Limited, RENA
Technologies GmbH,
Centrotherm
International Ag,
Centrotherm India
Private Limited, China
S.C New Energy
Technology
Corporation, Ideal
Deposition Equipment
and Applications
(Shanghai) Co., Ltd, DR
LASER, Wuxi Autowell
Technology Co. Ltd.
4 GW Module Facility
Turnkey module line with glass 3,399.91 Suzhou Shengcheng March 1, 2024 December 31,
loaders, tabbers, stringers, Solar Equipment Co. 2024
conveyors, bussing, laminators, JB Ltd.
placement, framing, flashers,
sorting
Total 15,602.87
(1) Total estimated cost as per the RCT Report. The estimated cost also includes taxes, as applicable. However, PEGEPL has not
considered customs duty for import of equipment as we propose to avail benefits under MOOWR / EPCG scheme of the Government
of India. Therefore, cost of imported components does not include any expenditure towards customs and other import duties. Also
see “Risk Factors – We import machinery from overseas and the same is subject to certain risks which may adversely affect our
business, results of operations, financial condition and cash flows.” on page 37.
(2) For all imported machinery, we have assumed an exchange rate of ₹82.92 = USD 1, applicable as on February 29, 2024, as per
the RBI reference rate archive.

None of the orders for purchase of the plant and machineries, as provided above, have been placed as on the date
of this Draft Red Herring Prospectus. Accordingly, orders worth ₹ 15,602.87 million, inclusive of taxes, as
applicable, as per the RCT Report which constitutes 100% of the total estimated costs in relation to the purchase
of plant and machineries are yet to be placed.

d) Utilities:

The total estimated cost of utilities for the Project is ₹7,899.14 million, inclusive of taxes, as applicable, as per
the RCT Report. PEGEPL proposes to utilise an amount of ₹1,579.83 million out of the Net Proceeds, towards
utilities.

The utilities for the 4 GW Cell Facility as well as for the 4 GW Module Facility primarily include heating
ventilation and air conditioning, water treatment plant, fire hydrant, electrical system, process cooling water, gas
distribution system and chemical distribution system, chemical, waste gas and heat exhaust system, among others.

A list of such utilities, along with details of the quotations received in this respect are set forth below, which has
been included in the RCT Report:

Particulars Estimated cost Name of the Vendor Date of Validity of

(₹ in quotation quotation /
million)(1)(2) Period of validity
4 GW Cell Facility

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 Particulars Estimated cost Name of the Vendor Date of Validity of
(₹ in quotation quotation /
million)(1)(2) Period of validity
Water treatment plant comprising 6,706.15 Membrane Group India Ranging from June 30, 2025
treatment of ultrapure water with Private Limited, RP Air January 8, 2024
recycling plant, exhaust Solutions, UHP to February 27,
comprising acid, alkaline and Technologies, Weather 2024
general exhaust, scrubber, Markets Private
chemical delivery equipment and Limited, NEO
distribution system, gas delivery Techniques, SDB
equipment and distribution Techno Solutions,
system, heating ventilation and air VNextGen IT Solutions
conditioning for entire plant, Private Limited, Jakson
process cooling water system, Limited, Riello Power
compressor dry air for all India Private Limited,
equipment, fire hydrant and alarm SN Electric and
system, IT and networking Automation Private
equipment, electrical system Limited
comprising supply and installation
of panels, cables, bus ducts, diesel
generators and uninterrupted
power supply system
4 GW Module Facility
Water treatment plant, general 1,192.99 Membrane Group India Ranging from June 30, 2025
exhaust system, heating Private Limited, RP Air January 8, 2024
ventilation and air conditioning for Solutions, Weather to January 11,
entire plant, process cooling water Markets Private 2024
system, compressor dry air for all Limited, NEO
equipment, fire hydrant and alarm Techniques, SDB
system, IT and networking Techno Solutions,
equipment, electrical system VNextGen IT Solutions
comprising supply and installation Private Limited, Jakson
of cables and bus ducts, diesel Limited, Riello Power
generators, uninterrupted power India Private Limited,
supply system, supply and Vigneswara Electricals,
installation of panels SN Electric and
Automation Private
Limited
Total 7,899.14
(1) Total estimated cost as per the RCT Report. The estimated cost also includes taxes, as applicable. However, PEGEPL has not
considered customs duty for import of equipment as we propose to avail benefits under MOOWR / EPCG scheme of the Government
of India. Therefore, cost of imported components does not include any expenditure towards customs and other import duties. Also
see “Risk Factors – We import machinery from overseas and the same is subject to certain risks which may adversely affect our
business, results of operations, financial condition and cash flows.” on page 37.
(2) For all imported machinery, we have assumed an exchange rate of ₹82.92 = USD 1, applicable as on February 29, 2024, as per
the RBI reference rate archive.

e) Design, engineering and project management

Design, engineering and project management in respect of the 4 GW Cell Facility and the 4 GW Module Facility
comprises of architectural plan layout, structural designs, utility routing, design of general utilities, vendor
coordination and project management. This is proposed to be undertaken in respect of both the facilities by Air
Treatment Engineering Private Limited, which has issued the respective quotations each on February 11, 2024,
valid for a period of 12 months from the date of such issuance. The aggregate estimated cost in this regard is
₹361.20 million, inclusive of taxes, as applicable, as per the RCT Report, and PEGEPL proposes to utilise an
amount of ₹72.24 million out of the Net Proceeds, towards such cost.

f) Miscellaneous

Miscellaneous expenses in respect of the proposed 4 GW Cell Facility and the 4 GW Module Facility comprise
expenses towards government approvals and licenses, training, start-up materials and loan processing and
financing costs, and printing, stationery and travel. We have estimated that the total miscellaneous expenses are
approximately ₹1,008.69 million of which, an amount of ₹473.82 million shall be utilised from the Net Proceeds.

127
A list of such items forming part of such miscellaneous expenses along with the corresponding expenses are set
forth below, which has been included in the RCT Report:

Particulars Estimated cost (₹ in million)

4 GW Cell Facility
License and approval fees 150.00
Equipment transport, unloading and placement at site 195.00
Training 50.00
Start-up material 150.00
Loan processing and finance costs 100.00
Printing, stationary and travel 15.50
Total (A) 660.50
4 GW Module Facility
License and approval fees 100.00
Equipment transport, unloading and placement at site 93.00
Training 50.00
Start-up material 50.00
Loan processing and finance costs 50.00
Printing, stationary and travel 5.19
Total (B) 348.19
Total (A + B) 1,008.69

In addition to the above, we have also accounted for an aggregate of ₹654.49 million as contingency cost on the
total Project cost. Further, we have budgeted an aggregate of ₹1,410.00 million for interest during construction,
₹2,809.00 million towards security margin money and ₹1,223.75 million towards debt service reserve account.

Other expenses

If there is any increase in the estimated costs as mentioned above, the additional costs shall be met by any means
available to us, including internal accruals and additional equity and/or debt arrangements.

All quotations received from the vendors mentioned above are valid as on the date of this Draft Red Herring
Prospectus. PEGEPL has not entered into any definitive agreements or placed orders with any of these vendors
and will do so at an appropriate time. Hence, there can be no assurance that the same vendors would be engaged
to supply the equipment or at the same costs at the time of placing such orders. The quantity of equipment to be
purchased is based on the present estimates of the management of PEGEPL and the management of PEGEPL
shall have the flexibility to deploy such equipment according to the business requirements of such facilities and
based on the estimates of its management as per applicable laws. For further details, see “Risk Factors - We have
not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer. Our
funding requirements and deployment of the Net Proceeds of the Offer are based on management estimates
and a project cost vetting report from RCT Solutions GmbH and have not been independently appraised. Our
management will have broad discretion over the use of the Net Proceeds” and “Risk Factors – We intend to
utilise a portion of the Net Proceeds for funding our capital expenditure requirements in relation to the
expansion of our manufacturing capacities in the form of a 4 GW TOPCon cell line and 4 GW solar module
line which may be subject to the risk of unanticipated delays in implementation, cost overruns and other risks
and uncertainties.” on pages 39 and 45, respectively.

No second-hand or used machinery is proposed to be purchased out of the Net Proceeds.

Schedule of implementation

The detailed schedule of implementation of the Project is set forth below:

Particulars Estimated schedule of commencement Estimated schedule of completion

4 GW Cell Facility
Conceptual, basic and detailed September 2024 December 2024
engineering
Site development October 2024 January 2025

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 Particulars Estimated schedule of commencement Estimated schedule of completion
Buildings and civil works November 2024 July 2025
Utilities April 2025 April 2026
Equipment order and arrival November 2025 February 2026
Commissioning and ramp up of March 2026 September 2026
production
4 GW Module Facility
Conceptual, basic and detailed September 2024 December 2024
engineering
Site development October 2024 January 2025
Buildings and civil works November 2024 July 2025
Utilities June 2025 January 2026
Equipment order and arrival November 2025 December 2025
Commissioning and ramp up of January 2026 March 2026
production

Government approvals

The approvals required at various stages of the Project have been set out in the table below. Such approvals are
granted on commencement or completion of various activities, as applicable. The land on which the Project is
proposed to be established has already been allotted to PEGEPL by TSIIC Limited pursuant to its Provisional
Allotment Letter, and subsequently, the Final Allotment Letter.

However, other than an amount of ₹600.78 million incurred towards such acquisition of land and an amount of
₹59.59 million incurred towards loan processing and finance costs, PEGEPL has not deployed any funds towards
the Project and has not commenced the construction of building and other civil works and accordingly, no
approvals are required to be obtained as on the date of this Draft Red Herring Prospectus. According to the terms
of the Provisional Allotment Letter, once PEGEPL is in possession of the land, it shall be required to commence
construction of the factory building, upon obtaining building plan approvals from the competent authorities, within
a period of six months, and shall commence commercial production, within a period of two years, after obtaining
such possession of the land.

The necessary approvals for the Project shall be procured as and when they are required in accordance with
applicable law.

Approval Description Approving Authority and Department Stage at which approval

required
Land – allotment letter / agreement of TSIIC Limited Land allocated to PEGEPL by
sale / sale deed TSIIC Limited pursuant to
Final Allotment Letter dated
April 18, 2024
Environmental clearance from the Central Pollution Control Board Before commencement of
Ministry of Environment, Forest and construction
Climate Change
Consent to establish Telangana State Pollution Control Board Before commencement of
construction
Factory layout and building plan TSIIC Industrial Area Local Authority Before commencement of
construction
Factory plan approval under Factories Department of Factories, Government of Before commencement of
Act, 1948 Telangana construction
Import Export Code Directorate General of Foreign Trade, Received dated October 12,
Ministry of Commerce and Industry 2023
Temporary power connection for Southern Power Distribution Company of Before commencement of
construction Telangana Limited construction
Drawing approval for electrical Chief Electrical Inspector, Telangana After detailed engineering
installation drawings
Electrical load sanction Southern Power Distribution Company of After detailed engineering
Telangana Limited / Transmission drawings
Corporation of Telangana Limited
Approval for usage of water required Hyderabad Metropolitan Water Supply and Before commencement of
both during construction and operation Sewage Board construction

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 Approval Description Approving Authority and Department Stage at which approval
required
Fire plan approval State Disaster Response and Fire Services After detailed engineering
Department, Government of Telangana drawings
Building and construction workers Telangana Building and Other Construction Simultaneously with building
registration Workers Welfare Board, Department of plan approval to be issued by
Labor, Government of Telangana TSIIC Industrial Area Local
Authority
Approval for energizing electrical Chief Electrical Inspector, Telangana After completion of plant
installation construction
Approval for load release and extension Southern Power Distribution Company of After receipt of approval of
of electrical supply Telangana Limited / Transmission energizing electrical
Corporation of Telangana Limited installation
Consent to operate Telangana State Pollution Control Board After completion of plant
construction
License to work at factory Department of Factories, Government of After completion of plant
Telangana construction
License to store and handle hazardous Petroleum and Explosives Safety After completion of
substances Organization / Ministry of Commerce and construction of the storage
Industry facility of gases
Insurance under Public Liability Copy to Department of Factories, Commencement of operations
Insurance Act, 1991 Government of Telangana
Fire NOC State Disaster Response and Fire Services After completion of plant
Department, Government of Telangana construction

In the event of any unanticipated delay in receipt of such approvals, the proposed schedule of implementation and
deployment of the Net Proceeds may be extended or vary, subject to timelines and other terms and conditions as
set out in the Provisional Allotment Letter and the Final Allotment Letter. For details, see “Risk Factors - We
intend to utilise a portion of the Net Proceeds for funding our capital expenditure requirements in relation to
the expansion of our manufacturing capacities in the form of a 4 GW TOPCon cell line and 4 GW solar module
line which may be subject to the risk of unanticipated delays in implementation, cost overruns and other risks
and uncertainties.” on page 45.

The proposed investment of a portion of the Net Proceeds by our Company into PEGEPL towards establishment
of the Project, shall be in the form of investment in either equity or debt instruments or in any other manner as
may be mutually agreed between our Company and PEGEPL, in accordance with applicable law. The actual mode
of such deployment has not been finalised as on the date of this Draft Red Herring Prospectus. Our Company will
remain interested in PEGEPL to the extent of our shareholding, or as a lender if funds are deployed in the form of
debt.

II. General corporate purposes

The Net Proceeds will first be utilized for the object as set out above. Subject to this, our Company intends to
deploy any balance left out of the Net Proceeds towards our general corporate purposes, as approved by our
management, from time to time, subject to such utilization for general corporate purposes not exceeding 25% of
the Gross Proceeds, in compliance with the SEBI ICDR Regulations.

Such general corporate purposes may include, but are not restricted to, maintenance of plants and machineries,
business development initiatives, employee related expenses, strengthening marketing capabilities and brand
building exercises, meeting exigencies, meeting insurance requirements, payments of taxes and duties, meeting
ongoing general corporate contingencies, and/or any other purpose as may be approved by our Board or a duly
appointed committee from time to time, subject to compliance with the Companies Act and applicable law.

The allocation or quantum of utilization of funds towards the specific purposes described above will be determined
by our Board, based on our business requirements and other relevant considerations, from time to time. Our
Company’s management, in accordance with the policies of our Board, shall have flexibility in utilising surplus
amounts, if any. In the event we are unable to utilise the entire amount that we have currently estimated for use of
our Net Proceeds in a Fiscal, we will utilise such unutilised amount(s) in the subsequent Fiscals.

Offer Related Expenses

130
The total expenses of the Offer are estimated to be approximately ₹[●] million. The expenses of this Offer include,
among others, listing fees, underwriting commission, selling commission and brokerage, fees payable to the
BRLMs, fees payable to legal counsel, fees payable to the Registrar to the Offer, Escrow Collection Bank and
Sponsor Bank to the Offer, processing fee to the SCSBs for processing application forms, brokerage and selling
commission payable to members of the Syndicate, Registered Brokers, RTAs and CDPs, printing and stationery
expenses, advertising and marketing expenses and all other incidental and miscellaneous expenses for listing the
Equity Shares on the Stock Exchanges.

Each of our Company and the Selling Shareholders agree to share the costs and expenses (including all applicable
taxes, except STT which shall be borne by the respective Selling Shareholders) directly attributable to the Offer
(excluding listing fees, audit fees of the Statutory Auditor and expenses for any corporate advertisements, i.e. any
corporate advertisements consistent with past practices of our Company that will be borne by the Company), based
on the proportion of the Equity Shares allotted by the Company in the Fresh Issue and sold by the respective
Selling Shareholders in the Offer for Sale, subject to applicable law. Any Offer expenses paid by our Company
on behalf of the Selling Shareholders in the first instance will be reimbursed to our Company, by the Selling
Shareholders severally and not jointly to the extent of its respective proportion of Offer related expenses. Further,
the expenses related to the portion of the Offer for Sale shall be deducted from the proceeds of the Offer for Sale
and only the balance amount shall be paid to the Selling Shareholders in the proportion to the Offered Shares sold
by the respective Selling Shareholders. In the event of withdrawal or postponement of the Offer or if the Offer is
not successful or consummated or is abandoned for any reason, all costs and expenses (including all applicable
taxes) with respect to the Offer shall be borne by our Company unless under Applicable Law such costs and
expenses are required to be shared between: (a) our Company, and (b) the Selling Shareholders, to the extent of
and in proportion to the number of Equity Shares proposed to be issued and Allotted by the Company pursuant to
the Fresh Issue and offered for sale by each of the Selling Shareholders in the Offer for Sale, respectively.

The estimated Offer expenses are as follows:

(₹ in million)
S. Activity Estimated As a % of the total As a % of the total
No expenses* estimated Offer Offer size
expenses
1. Fees payable to the BRLMs including underwriting [●] [●] [●]
commission, brokerage and selling commission, as
applicable
2. Commission and processing fees for SCSBs (1)(2) and [●] [●] [●]
Bidding Charges for Members of the Syndicate,
Registered Brokers, RTAs and CDPs(3)(4)(5)(6)
3. Fees payable to the Registrar to the Offer [●] [●] [●]
4. Other expenses:
(i) Listing fees, SEBI filing fees, book building [●] [●] [●]
software fees, NSDL and CDSL fee and other
regulatory expenses
(ii) Printing and stationery expenses [●] [●] [●]
(iii) Fees payable to the Statutory Auditor, [●] [●] [●]
Independent Chartered Accountant, industry
service provider, independent chartered
engineer and ROC consultant
(iv) Advertising and marketing expenses for the [●] [●] [●]
Offer
(v) Fees payable to the legal counsels to the Offer [●] [●] [●]
(vi) Miscellaneous [●] [●] [●]
Total Estimated Offer Expenses [●] [●] [●]
*
To be incorporated in the Prospectus after finalization of the Offer Price. Offer expenses are estimates and are subject to change. Offer
expenses include goods and services tax, where applicable.
(1)
Selling commission payable to the SCSBs on the portion for Retail Individual Investors, Eligible Employees and Non-Institutional Investors,
which are directly procured by them would be as follows:

Portion for Retail Individual Investors* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Investors* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* [●]% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price

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Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the Bid book of BSE or
NSE.

No additional processing/uploading charges shall be payable by our Company or the Selling Shareholders to the SCSBs on the applications
directly procured by them.
(2)
Processing fees payable to the SCSBs on the portion for Retail Individual Investors, portion for Non-Institutional Investors (excluding UPI
Bids) which are procured by the members of the Syndicate/sub-Syndicate/Registered Brokers/RTAs/CDPs and submitted to SCSBs for blocking
would be as follows:
Portion for Retail Individual Investors ₹[●] per valid Bid cum Application Forms* (plus applicable taxes)
Portion for Non-Institutional Investors ₹[●] per valid Bid cum Application Forms* (plus applicable taxes)
Portion for Eligible Employees ₹[●] per valid Bid cum Application Forms* (plus applicable taxes)
*Based on valid Bid cum Application Forms
(3)
Selling commission on the portion for Retail Individual Investors, Eligible Employee Bidders and the portion for Non-Institutional Investors
which are procured by Syndicate Members (including their sub-Syndicate Members) Registered Brokers, RTAs, CDPs would be as follows:

Portion for Retail Individual Investors* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Investors* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* [●]% of the Amount Allotted (plus applicable taxes)
* Amount allotted is the product of the number of Equity Shares Allotted and the Offer Price.
Bidding Charges: ₹[●] (plus applicable taxes) per valid application bid by the Members of the Syndicate (including their sub-Syndicate
members)/ RTA/CDPs.

Note: The brokerage/selling commission payable to the Syndicate/sub-Syndicate members will be determined on the basis of the ASBA Form
number/series, provided that the application is also bid by the respective Syndicate/sub-Syndicate member. For clarification, if an ASBA bid
on the application form number/series of a Syndicate/sub-Syndicate member, is bid for by an SCSB, the brokerage/selling commission will be
payable to the SCSB and not to the Syndicate/sub-Syndicate member. The brokerage/selling commission payable to the SCSBs, RTAs and
CDPs will be determined on the basis of the bidding terminal ID as captured in the Bid book of either of the Stock Exchanges. The bidding
charges payable to the Syndicate/sub-Syndicate members will be determined on the basis of the bidding terminal ID as captured in the Bid
book of the Stock Exchanges. Payment of brokerage/selling commission payable to the sub-brokers/agents of the sub-Syndicate members shall
be handled directly by the sub-Syndicate members, and the necessary records for the same shall be maintained by the respective sub-Syndicate
member.
(4)
Selling commission payable to the Registered Brokers, RTAs and CDPs on the portion for Retail Individual Investors, and portion for Non-
Institutional Investors which are directly procured by the Registered Broker or RTAs or CDPs or submitted to SCSB for processing, would be
as follows:
Portion for Retail Individual Investors ₹[●] per valid Bid cum Application Form* (plus applicable taxes)
Portion for Non-Institutional Investors ₹[●] per valid Bid cum Application Form* (plus applicable taxes)
Portion for Eligible Employees ₹[●] per valid Bid cum Application Form* (plus applicable taxes)
* Based on valid Bid cum Application Forms

Bidding charges of ₹[●] (plus applicable taxes) shall be paid per valid Bid cum Application Form collected by the Syndicate, RTAs and
(5)

CDPs (excluding applications made by Retail Individual Investors using the UPI mechanism). The terminal from which the Bid has been
uploaded will be taken into account in order to determine the total bidding charges. Further, in order to determine to which Registered
Broker/RTA/CDP, the commission is payable, the terminal from which the bid has been uploaded will be taken into account.
(6)
Processing fees for applications made by UPI Bidders would be as follows:
RTAs / CDPs/ Registered Brokers/Members of ₹[●] per valid Bid cum Application Form (plus applicable taxes)
the Syndicate
₹[●] for applications made by UPI Bidders using the UPI mechanism*
The Sponsor Bank shall be responsible for making payments to third parties such as the
Sponsor Bank(s) remitter bank, the NPCI and such other parties as required in connection with the
performance of its duties under applicable SEBI circulars, agreements and other
Applicable Laws.
* Based on valid applications
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash
Escrow and Sponsor Bank Agreement.
The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a
written confirmation on compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI
Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and such payment of processing fees to the SCSBs shall be
made in compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.

Interim Use of Funds

Pending utilization for the purposes described above, we undertake to temporarily invest the funds from the Net
Proceeds only with scheduled commercial banks included in the second schedule of the Reserve Bank of India
Act, 1934, as amended. In accordance with Section 27 of the Companies Act 2013, our Company confirms that it
shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of any other listed company or
for any investment in the equity markets.

132
Bridge Financing Facilities

Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft
Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds.

Monitoring of Utilization of Funds

In terms of Regulation 41 of the SEBI ICDR Regulations, prior to filing the Red Herring Prospectus with RoC,
our Company will appoint a Monitoring Agency to monitor the utilization of the Net Proceeds as the proposed
Offer (excluding the Offer for Sale by the Selling Shareholders) exceeds ₹1,000 million. Our Audit and Risk
Management Committee and the Monitoring Agency will monitor the utilisation of the Net Proceeds and the
Monitoring Agency shall submit the report required under Regulation 41(2) of the SEBI ICDR Regulations, on a
quarterly basis, until such time as the Net Proceeds have been utilised in full. Our Company undertakes to place
the report(s) of the Monitoring Agency on receipt before the Audit Committee without any delay.

Our Company will disclose and continue to disclose, the utilisation of the Net Proceeds, including interim use
under a separate head in our balance sheet for such Fiscals as required under applicable law, clearly specifying
the purposes for which the Net Proceeds have been utilised, till the time any part of the Net Proceeds remains
unutilised. Our Company will also, in its balance sheet for the applicable Fiscals, provide details, if any, in relation
to all such Net Proceeds that have not been utilised, if any, of such currently unutilised Net Proceeds. Further, our
Company, on a quarterly basis, shall include the deployment of Net Proceeds under various heads, as applicable,
in the notes to our quarterly financial results. Our Company will indicate investments, if any, of unutilised Net
Proceeds in the balance sheet of our Company for the relevant Fiscals subsequent to receipt of listing and trading
approvals from the Stock Exchanges.

In accordance with Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock
Exchanges on a quarterly basis, a statement indicating (i) deviations, if any, in the actual utilisation of the proceeds
of the Net Proceeds from the Objects as stated above; and (ii) details of category wise variations in the actual
utilisation of the Net Proceeds from the Objects as stated above. Pursuant to Regulation 32(3) and Part C of
Schedule II, of the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the Audit and
Risk Management Committee the uses and applications of the Net Proceeds. The Audit and Risk Management
Committee shall make recommendations to our Board for further action, if appropriate. On an annual basis, our
Company shall prepare a statement of funds utilised for purposes other than those stated in the Red Herring
Prospectus and place it before the Audit and Risk Management Committee and make other disclosures as may be
required until such time as the Net Proceeds remain unutilised. Such disclosure shall be made only until such time
that all the Net Proceeds have been utilised in full. The statement shall be certified by the Statutory Auditor of our
Company in accordance with Regulation 32(5) of SEBI Listing Regulations.

Variation in Objects of the Offer

In accordance with Sections 13(8) and 27 of the Companies Act 2013, our Company shall not vary the objects of
the Fresh Issue unless our Company is authorized to do so by way of a special resolution of its Shareholders. In
addition, the notice issued to the Shareholders in relation to the passing of such special resolution (“Notice”) shall
specify the prescribed details and be published in accordance with the Companies Act 2013. The Notice shall
simultaneously be published in the newspapers, one in English, one in Hindi and one in Telugu, the vernacular
language of the jurisdiction where our Registered Office is situated.

In accordance with the Companies Act, our Promoters will be required to provide an exit opportunity to the
Shareholders who do not agree to such proposal to vary the objects, subject to the provisions of the Companies
Act and in accordance with such terms and conditions, including in respect of pricing of the Equity Shares, in
accordance with our Articles of Association, the Companies Act and the SEBI ICDR Regulations.

For further details, see “Risk Factors - Any variation in the utilization of the Net Proceeds would be subject to
certain compliance requirements, including prior Shareholders’ approval.” on page 65.

Appraising Entity

None of the objects for which the Net Proceeds will be utilized have been appraised by any bank/financial
institution or other independent agency. However, IREDA has sanctioned a loan of ₹22,250.00 million pursuant

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to a sanction letter dated February 29, 2024 to enable PEGEPL to part-finance the Project. Also see “Risk Factors
– We have not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the
Offer. Our funding requirements and deployment of the Net Proceeds of the Offer are based on management
estimates and a project cost vetting report from RCT Solutions GmbH and have not been independently
appraised. Our management will have broad discretion over the use of the Net Proceeds.” and “- Proposed
schedule of implementation and utilisation of Net Proceeds” on pages 39 and 119, respectively.

Other Confirmations

Except as disclosed below, and except to the extent of any proceeds received pursuant to the sale of Offered Shares
proposed to be sold in the Offer by the Selling Shareholders, no part of the Net Proceeds will be paid to our
Promoters, members of our Promoter Group, Directors, our Group Companies, our Key Managerial Personnel or
Senior Management, except in the ordinary course of business.

Our Promoter and Managing Director, Chiranjeev Singh Saluja, is one of the Selling Shareholders in the Offer
and shall receive proceeds pursuant to the sale of his portion of the Offered Shares in the Offer. Further, our Non-
Executive Directors, Abhishek Loonker and Sridhar Narayan, will receive portions of the proceeds of the Offer
to the extent of any distributions made by South Asia EBT Trust, an Investor Selling Shareholder, of which they
are beneficiaries.

Our Company has neither entered into nor has planned to enter into any arrangement/ agreements with our
Promoters, members of our Promoter Group, Directors, Key Managerial Personnel, Senior Management or our
Group Companies in relation to the utilization of the Net Proceeds. Further, there are no material existing or
anticipated interest of such individuals and entities in the Objects of the Offer except as set out above.

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 BASIS FOR OFFER PRICE

The Price Band and Offer Price will be determined by our Company, in consultation with the BRLMs, and in
accordance with applicable law, on the basis of assessment of market demand for the Equity Shares offered
through the Book Building Process and quantitative and qualitative factors as described below. The face value of
the Equity Shares is ₹1 each and the Offer Price is [●] times the face value at the lower end of the Price Band and
[●] times the face value at the higher end of the Price Band. Investors should also refer to the sections “Risk
Factors”, “Our Business”, “Restated Consolidated Financial Information”, and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” on pages 31, 204, 280 and 351, respectively,
to have an informed view before making an investment decision.

I. Qualitative Factors

Some of the qualitative factors which form the basis for the Offer Price are:

• We are India’s second largest integrated solar cell and solar module manufacturer as well as India’s
second largest solar cell manufacturer.

• We have a long track record in solar module manufacturing sector

• We have technical expertise in solar cell line production

• We have diversified customer base with strong customer relationships both within India and overseas
with a strong order book.

• We have an experienced Promoter-led senior management team with demonstrated execution capabilities

For further details, see “Risk Factors” and “Our Business – Strengths” on pages 31 and 208, respectively.

II. Quantitative Factors

Certain information presented below relating to our Company based on the Restated Consolidated Financial
Information. For details, see “Restated Consolidated Financial Information” on page 280.

Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows:

1. Basic and diluted earnings per Equity Share (“EPS”), as adjusted for change in capital:

Financial Year/Period ended Basic and Diluted Basic and Diluted Weight
EPS (₹)(1) EPS (₹)(1)
March 31, 2023 (0.40) (0.40) 3
March 31, 2022 (0.44) (0.44) 2
March 31, 2021 0.82 0.82 1
Weighted Average (0.21) (0.21)
Nine months ended December 31, 2023* 3.81 3.02
* Notannualised.
Notes:
(1)
Pursuant to a Board resolution and Shareholders resolution dated April 10, 2024, bonus shares have been issued in the ratio of 0.268
shares for every one Equity Share. For calculation of EPS, bonus equity shares have been retrospectively adjusted as if the event had
occurred at the beginning of the earliest period presented.
(2)
Earnings per share calculations are in accordance with Ind AS 33 (Earnings per Share).
(3)
The ratios have been computed as below:
a) Basic earnings per share (₹) = Restated Net profit/loss attributable to equity shareholders / weighted average number of shares
outstanding during the year.
b) Diluted earnings per share (₹) = Restated Net profit/loss attributable to equity shareholders / weighted average number of dilutive
equity shares
(4)
The weighted average basic and diluted EPS is a product of basic and diluted EPS and respective assigned weight, dividing the resultant
by total aggregate weight.
(5)
Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted by the number
of equity shares issued during the year multiplied by the time weighting factor. The time weighting factor is the number of days for which
the specific shares are outstanding as a proportion of total number of days during the year.

2. Price/Earning (“P/E”) ratio in relation to the Price Band of ₹ [●] to ₹ [●] per Equity Share:

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 Particulars P/E at the Floor Price P/E at the Cap Price
(no. of times) (no. of times)*
Based on basic EPS for Fiscal 2023 [●] [●]
Based on diluted EPS for Fiscal 2023 [●] [●]
* To be updated at the price band stage.

3. Industry Peer Group P/E ratio

Based on the peer group information (excluding our Company), details of the highest, lowest and industry
average P/E ratio are set forth below:

Particulars P/E ratio

Highest N.A.
Lowest N.A.
Average N.A.
Note: The highest and lowest industry P/E shown above is based on the peer set provided below under “Comparison with listed
industry peer”. The industry average has been calculated as the arithmetic average P/E of the peer set provided below. For further
details, see “- Comparison with listed industry peer” below.

4. Return on Net Worth (“RoNW”)

Financial Year/Period ended RoNW (%) Weight

March 31, 2023 (3.35) 3
March 31, 2022 (3.65) 2
March 31, 2021 10.63 1
Weighted Average (1.12)
Nine months ended December 31, 2023* 24.92
* Notannualised.
Notes:
1) Return on net worth (%) = Restated profit/loss for the period/ year attributable to owners/ Restated Net worth at the
end of the year/period
2) Net worth means aggregate value of the paid-up share capital and all reserves created out of the profits
and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate
value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not
include reserves created out of revaluation of assets, write-back of depreciation, each as applicable for the Company
on a restated basis.
3) Weighted average is aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. (RoNW x
weight) for each year/period)/(Total of weights).

5. Net Asset Value per Equity Share (“NAV”), as adjusted for change in capital

Financial Year ended/Period Consolidated (₹)(1)

As on December 31, 2023 12.11
As on March 31, 2023 9.05
After the Offer
- At the Floor Price [●]*
- At the Cap Price [●]*
At Offer Price [●]
*To be computed after finalisation of the Price Band
#
To be determined on conclusion of the Book Building Process.
Notes:
1)
Pursuant to a Board resolution and Shareholders resolution each dated April 10, 2024, bonus shares have been issued in the ratio
of 0.268 shares for every one Equity Share. For calculation of NAV, bonus equity shares have been retrospectively adjusted as if
the event had occurred at the beginning of the earliest period presented.
2)
Net asset value per Equity Share (₹) = Restated net worth / Number of Equity Shares and potential equity shares on account of
compulsory convertible debentures outstanding as at the end of period/year. Restated net worth means aggregate value of the paid-
up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and
loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure
not written off, but does not include reserves created out of revaluation of assets, write-back of depreciation, each as applicable for
our Company on a restated basis.

6. Comparison of Accounting Ratios with listed industry peers

Set forth below is a comparison of our accounting ratios with our listed peer company as identified in
accordance with the SEBI ICDR Regulations:

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 Name of Company Total Face Closing EPS (₹) NAV P/E RoNW
Income value (₹ price on (per (%)
(in ₹ per April 5, share)
Basic Diluted
million) share) 2024 (in (₹)
₹)
Premier Energies Limited
14,632.12 1 N.A. (0.40)^ (0.40)^ 9.05^ N.A. (3.35)
*
Listed peer**
Websol Energy System 202.33 10 544.55 (6.31) (6.31) 0.05 N.A. (12,673
Limited .03)
*The financial information for our Company is based on the Restated Consolidated Financial Information as at and for the financial
year ended March 31, 2023.
**The financial information for listed industry peer mentioned above is on a consolidated basis and is sourced from the financial
statements for the financial year ended March 31, 2023 submitted to the Stock Exchanges.
^ Pursuant to a Board resolution and Shareholders resolution each dated April 10, 2024, bonus shares have been issued in the ratio of
0.268 shares for every one Equity Share. For calculation of EPS and NAV, bonus equity shares have been retrospectively adjusted as if
the event had occurred at the beginning of the earliest period presented.
Notes:
1. P/E Ratio has been computed based on the closing market price of equity shares on National Stock Exchange of India Limited
on April 5, 2024 divided by the Diluted EPS.
2. RoNW is calculated as Restated net profit/loss after tax/ Restated Net worth at the end of the year/period computed as on March
31, 2023. Restated Net-worth means: aggregate value of the paid-up share capital and all reserves created out of the profits
and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of
the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created
out of revaluation of assets, write-back of depreciation, each as applicable for the Company on a restated basis.
3. Net Asset Value per Equity Share (₹) = Restated net worth / Number of equity shares and potential equity shares on account of
compulsory convertible debentures outstanding as at the end of period/ year. Restated net worth means aggregate value of the
paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of
profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous
expenditure not written off, but does not include reserves created out of revaluation of assets, write-back of depreciation, each
as applicable for the Company on a restated basis.

III. Key Performance Indicators (“KPIs”)

The table below sets forth the details of the KPIs that our Company considers have a bearing for arriving at the
basis for Offer Price. These KPIs have been used historically by our Company to understand and analyse the
business performance, which in result, help us in analysing the growth of various verticals segments in comparison
to our peers. The Bidders can refer to the below-mentioned KPIs, being a combination of financial and operational
key financial and operational metrics, to make an assessment of our Company’s performance in various business
verticals and make an informed decision.

The KPIs disclosed below have been approved by a resolution of our Audit Committee dated April 15, 2024 and
the Audit Committee has confirmed that the KPIs pertaining to our Company that have been disclosed to investors
at any point of time during the three years period prior to the date of this Draft Red Herring Prospectus have been
disclosed in this section and have been subject to verification and certification by Manian & Rao, Chartered
Accountants, pursuant to certificate dated April 19, 2024, which has been included as part of the “Material
Contracts and Documents for Inspections” on page 482.

For details of other business and operating metrics disclosed elsewhere in this Draft Red Herring Prospectus, see
“Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 204 and 351, respectively.

Details of our KPIs for the nine months ended December 31, 2023 and Fiscals 2023, 2022 and 2021 are set out
below:

(in ₹ million, unless otherwise indicated)

Nine months Fiscal 2023 Fiscal 2022 Fiscal 2021
Particulars ended
December 31,
2023
Financial Performance Indicators
Revenue from operations 20,172.06 14,285.34 7,428.71 7,014.58
EBITDA(1) 3,088.57 1,128.81 537.38 884.66
EBITDA Margin (%)(2) 15.19 7.71 7.01 12.02
Profit/ (Loss) after tax (in ₹ million) 1,274.02 (133.36) (144.08) 258.07
PAT Margin (%)(3) 6.27 (0.91) (1.88) 3.51
Debt to equity ratio(4) 2.64 1.86 1.15 1.56

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 Nine months Fiscal 2023 Fiscal 2022 Fiscal 2021
Particulars ended
December 31,
2023
Net working capital(5) 1,659.69 183.10 1,506.03 335.07
ROE (%)(6) 26.77 (3.18) (4.66) 10.37
ROCE* (%)(7) 15.99 5.94 3.63 14.47
Operating Performance Indicators
Order Book (in ₹ million)(8) 47,058.99 9,860.46 3,169.66 4,265.06
Annual Installed Capacity Solar Cell (GW) (9) 2.00 0.75 0.50 -
Effective Installed Capacity Solar cell (GW) (10) 0.58 0.56 0.31 -
Actual Production Solar Cell (GW) (11) 0.49 0.23 0.11 -
Capacity Utilisation (%)(12) 84.90% 40.66% 35.77% -
Annual Installed Capacity Solar Module (GW) 3.26 1.37 1.22 0.47
(9)

Effective Installed Capacity Solar Module (GW) 1.03 1.14 0.90 0.40
(10)

Actual Production Solar Module (GW) (11) 0.64 0.49 0.23 0.19
Capacity Utilisation (%)(12) 62.40% 42.81% 25.99% 46.48%
*Not annualized for period ended December 31, 2023.
Notes:
(1)
EBITDA is calculated as restated profit for the year / period plus tax, finance cost, depreciation, and amortization, less share of
profit / loss from associates.
(2)
EBITDA Margin has been calculated as our EBITDA during a given period as a percentage of total income during that period. Total
income is calculated as revenue from operations and other income.
(3)
PAT Margin has been calculated as our restated profit for the year/ period during the given period as a percentage of total income
during that period.
(4)
Debt to equity ratio has been calculated as debt divided by total equity (excluding non-controlling interest).
(5)
Net working capital has been calculated as total current assets minus total current liabilities.
(6)
ROE has been calculated as restated profit for the period/ year (owners share) divided by average total equity (excluding non-
controlling interest) whereas average total equity is the average of opening and closing total equity (excluding non controlling
interest) as disclosed in the Restated Consolidated Financial Information.
(7)
ROCE - Return on capital employed has been calculated as restated profit before tax plus finance cost divided by average capital
employed where average capital employed is the average of opening and closing values of total equity (excluding non- controlling
interest and capital reserves), total debt (including lease liabilities and accrued interest), deferred tax liabilities (net of deferred tax
asset) less intangible assets including goodwill as disclosed in the Restated Consolidated Financial Information .
(8)
Order book refers to the outstanding order pending for delivery as on the cut off date against the confirmed purchase orders or
supply agreements received from various customers.
(9)
Annual Installed Capacity: The annual installed capacity of a manufacturing plant is the maximum amount of production that a
company can achieve in a year, assuming that all machines are running at full speed, 330 days a year. It is determined after taking
into account the product which has the maximum power output and can be produced in the specific production line.
(10)
Effective Installed Capacity: The effective installed capacity of a manufacturing plant is the actual amount of production that a
company can achieve in a year, assuming that all machines are running at full speed, 330 days a year. It is determined after taking
into account the product which is currently being manufactured in the specific production line.
(11)
Actual production refers to the tangible outcome of a facility's operations within a specified time frame, reflecting the quantity of
goods or services generated.
(12)
Capacity Utilization (%): Capacity utilization in a manufacturing plant is a metric that measures how much of a factory's production
capacity is being used. It's a ratio that compares the potential output to the actual output. Capacity utilization has been calculated
based on actual production during the relevant fiscal year/ period divided by the aggregate effective installed capacity of relevant
manufacturing facilities as of the end of the relevant fiscal year/ period. In the case of capacity utilization for the nine months ended
December 31, 2023, the capacity utilization has been calculated by dividing the actual production for the period pro-rata annualized
effective installed capacity.

Our Company confirms that it shall continue to disclose all the KPIs included hereinabove in this section on a
periodic basis, at least once in a year (or for any lesser period as determined by the Board of our Company), for a
duration of one year after the date of listing of the Equity Shares on the Stock Exchanges pursuant to the Offer,
or until the utilization of Fresh Issue as disclosed in “Objects of the Offer” on page 119, whichever is later, or for
such other period as may be required under the SEBI ICDR Regulations.

All such KPIs have been defined consistently and precisely in “Definitions and Abbreviations – Conventional
and General Terms or Abbreviations” on page 11.

Explanation of the historic use of the Key Performance Indicators by our Company to analyse, track or
monitor the operational and/or financial performance of our Company

In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to
review and assess our performance. The presentation of these KPIs is not intended to be considered in isolation
or as a substitute for the Restated Consolidated Financial Information. These KPIs may not be defined under Ind

138
AS and are not presented in accordance with Ind AS and hence, should not be considered in isolation or construed
as an alternative to Ind AS measures of performance or as an indicator of our performance, liquidity, profitability
or results of operations. These KPIs have limitations as analytical tools. Further, these KPIs may differ from the
similar information used by other companies and hence their comparability may be limited. Therefore, these
metrics should not be considered in isolation or construed as an alternative to Ind AS measures of performance or
as an indicator of our operating performance, liquidity, profitability or results of operation. Although these KPIs
are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s
management believes that it provides an additional tool for investors to use in evaluating our ongoing operating
results and trends.

Investors are encouraged to review the Ind AS financial measures and to not rely on any single financial or
operational metric to evaluate our business.

The list of our KPIs along with brief explanation of the relevance of the KPI for our business operations
are set forth below:

KPI Explanation for the KPI

Revenue from operations Revenue from operations represents the scale of our business as well as provides
information regarding our overall financial performance.
EBITDA EBITDA is an indicator of the operational profitability and financial
performance of our business.
EBITDA Margin EBITDA Margin provides the financial benchmarking against peers as well as
to compare against the historical performance of our business.
Profit/ (Loss) after tax PAT represents the profit / loss that we make for the financial year or during a
given period. It provides information regarding the overall profitability of our
business.
PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability of our business and
provides the financial benchmarking against peer as well as to compare against
the historical performance of our business.
Debt to equity ratio Debt to equity Ratio is a measure of the extent to which our Company can cover
our debt and represents our debt position in comparison to our equity position.
It helps evaluate our financial leverage
Net working capital Net working capital measures the our Company's financial obligations are met,
and it can invest in other operational requirements.
Return on Equity (“ROE”) Return on Equity represents how efficiently we generate profits from our
shareholders funds.
Return on Capital Employed (“ROCE”) RoCE provides how efficiently our Company generates earnings from the
capital employed in our business.
Order Book (in ₹ million) This refers to the total confirmed total order book, to be delivered in over a
period of ascertained timeline .
Annual Installed Capacity Solar Cell This refers to the aggregate installed capacity of solar cell lines of all the
(GW) manufacturing facilities taken together in gigawatt.
Effective Installed Capacity Solar cell The effective installed capacity of a manufacturing plant for solar cell is the
(GW) actual amount of production that a company can achieve in a year, assuming
that all machines are running at full speed, 330 days a year. It is determined after
taking into account the product which is currently being manufactured in the
specific production line
Actual Production Solar Cell (GW) Actual production of solar cell refers to the tangible outcome of a facility's
operations within a specified time frame, reflecting the quantity of goods
generated
Annual Installed Capacity Solar Module This refers to the aggregate installed capacity of solar module lines of all the
(GW) manufacturing facilities taken together in gigawatt.
Effective Installed Capacity Solar The effective installed capacity of a manufacturing plant for solar module is the
Module (GW) actual amount of production that a company can achieve in a year, assuming
that all machines are running at full speed, 330 days a year. It is determined after
taking into account the product which is currently being manufactured in the
specific production line
Actual Production Solar Module (GW) Actual production of solar module refers to the tangible outcome of a facility's
operations within a specified time frame, reflecting the quantity of goods
generated
Capacity Utilisation (%) Capacity utilization in a manufacturing plant is a metric that measures how
much of a factory's production capacity is being used. It's a ratio that compares
the potential output to the actual output. Capacity utilization has been calculated
based on actual production during the relevant fiscal year/ period divided by the

139
 KPI Explanation for the KPI
aggregate effective installed capacity of relevant manufacturing facilities as of
the end of the relevant fiscal year/ period.

IV. Comparison of Key Performance Indicators with listed industry peers

Set forth below is a comparison of our KPIs with our peer company listed in India:

(in ₹ million, unless otherwise indicated)

Premier Energies Limited Websol Energy System Limited
Nine Fiscal 2023 Fiscal 2022 Fiscal 2021 Nine Fiscal Fiscal Fiscal
Particulars months months 2023 2022 2021
ended ended
December December
31, 2023 31, 2023
Revenue from operations 20,172.06 14,285.34 7,428.71 7,014.58 11.30 202.33 2,178.13 1,579.10
EBITDA(1) 3,088.57 1,128.81 537.38 884.66 (42.30) (98.68) 310.07 380.57
EBITDA Margin (%)(2) 15.19 7.71 7.01 12.02 (374.34) (48.77) 14.24 24.10
Profit/ (Loss) after tax (in ₹ million) 1,274.02 (133.36) (144.08) 258.07 (635.00) (236.86) 96.70 678.37
PAT Margin (%)(3) 6.27 (0.91) (1.88) 3.51 (5,619.47) (117.06) 4.44 42.96
Debt to equity ratio(4) 2.64 1.86 1.15 1.56 0.14 0.19 0.15 0.55
Net working capital(5) 1,659.69 183.10 1,506.03 335.07 N.A. (401.60) (55.27) (306.95)
ROE (%)(6) 26.77 (3.18) (4.66) 10.37 N.A. (12.37) 5.29 45.48
ROCE* (%)(7) 15.99 5.94 3.63 14.47 N.A. (48.13) 43.94 336.09
Order Book (in ₹ million)(8) 47,058.99 9,860.46 3,169.66 4,265.06 N.A. N.A. N.A. N.A.
Annual Installed Capacity Solar 2.00 0.75 0.50 - N.A. N.A. N.A. N.A.
Cell (GW)(9)
Effective Installed Capacity Solar 0.58 0.56 0.31 - N.A. N.A. N.A. N.A.
cell (GW)(10)
Actual Production Solar Cell 0.49 0.23 0.11 - N.A. N.A. N.A. N.A.
(GW)(11)
Capacity Utilisation (%)(12) 84.90% 40.66% 35.77% NA N.A. N.A. N.A. N.A.
Annual Installed Capacity Solar 3.26 1.37 1.22 0.47 N.A. N.A. N.A. N.A.
Module (GW)(9)
Effective Installed Capacity Solar 1.03 1.14 0.90 0.40 N.A. N.A. N.A. N.A.
Module (GW)(10)
Actual Production Solar Module 0.64 0.49 0.23 0.19 N.A. N.A. N.A. N.A.
(GW)(11)
Capacity Utilisation (%)(12) 62.40% 42.81% 25.99% 46.48% N.A. N.A. N.A. N.A.
*Not annualized for period ended December 31, 2023
N.A.: Not Available
Notes:
1) EBITDA is calculated as restated profit for the year / period plus tax, finance cost, depreciation, and amortization, less share of profit /
loss from associates.
2) EBITDA Margin has been calculated as the EBITDA during a given period as a percentage of total income during that period. Total
income is calculated as revenue from operations and other income.
3) PAT Margin has been calculated as the restated profit for the year/ period during the given period as a percentage of total income
during that period.
4) Debt to equity ratio has been calculated as debt divided by total equity (excluding non-controlling interest). Debt is calculated as the
sum of borrowings (current and non-current), lease liabilities (current and non-current) and interest accrued.
5) Net working capital has been calculated as total current assets minus total current liabilities.
6) ROE has been calculated as restated profit for the period/ year (owners share) divided by average total equity (excluding non-controlling
interest) whereas average total equity is the average of opening and closing total equity (excluding non-controlling interest) as disclosed
in the Restated Consolidated Financial Information
7) ROCE - Return on capital employed has been calculated as restated profit before tax plus finance cost divided by average capital
employed where average capital employed is the average of opening and closing values of total equity (excluding non- controlling
interest and capital reserves), total debt (including lease liabilities and accrued interest), deferred tax liabilities (net of deferred tax
asset) less intangible assets including goodwill as disclosed in the Restated Consolidated Financial Information.
8) Order book refers to the outstanding order pending for delivery as on the cut off date against the confirmed purchase orders or supply
agreements received from various customers.
9) Annual Installed Capacity: The annual installed capacity of a manufacturing plant is the maximum amount of production that a company
can achieve in a year, assuming that all machines are running at full speed, 330 days a year. It is determined after taking into account
the product which has the maximum power output and can be produced in the specific production line.
10) Effective Installed Capacity: The effective installed capacity of a manufacturing plant is the actual amount of production that a company
can achieve in a year, assuming that all machines are running at full speed, 330 days a year. It is determined after taking into account
the product which is currently being manufactured in the specific production line.
11) Actual production refers to the tangible outcome of a facility's operations within a specified time frame, reflecting the quantity of goods
or services generated.

140
12) Capacity Utilization (%): Capacity utilization in a manufacturing plant is a metric that measures how much of a factory's production
capacity is being used. It's a ratio that compares the potential output to the actual output. Capacity utilization has been calculated based
on actual production during the relevant fiscal year/ period divided by the aggregate effective installed capacity of relevant
manufacturing facilities as of the end of the relevant fiscal year/ period. In the case of capacity utilization for the nine months ended
December 31, 2023, the capacity utilization has been calculated by dividing the actual production for the period pro-rata annualized
effective installed capacity.

Comparison of KPIs based on additions or dispositions to our business

Our Company has not made any material acquisitions or dispositions to its business during the nine months ended
December 31, 2023, and Fiscal 2023, 2022 and 2021. For details regarding acquisitions and dispositions made
our Company in the last 10 years, see “History and Certain Corporate Matters— Details regarding material
acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc.
in the last 10 years” on page 246.

V. Weighted average cost of acquisition, Floor Price and Cap Price

1. The price per share of our Company based on the primary/ new issue of shares (equity/ convertible
securities

There has been no instances of issuance of Equity Shares or convertible securities, excluding shares
issued under an employee stock option plan and issuance of bonus shares, during the 18 months preceding
the date of this Draft Red Herring Prospectus, where such issuance is equal to or more that 5% of the
fully diluted paid-up share capital of our Company (calculated based on the pre-Offer capital before such
transaction(s) and excluding employee stock options granted but not vested), in a single transaction or
multiple transactions combined together over a span of rolling 30 days (“Primary Issuance”).

2. The price per share of our Company based on secondary sale/ acquisitions of shares (equity /
convertible securities)

There have been no secondary sales / acquisitions of Equity Shares or any convertible securities, where
the Promoters, members of the Promoter Group, Selling Shareholders or Shareholder(s) having the right
to nominate director(s) on our Board are a party to the transaction (excluding gifts), during the 18 months
preceding the date of this Draft Red Herring Prospectus, where either acquisition or sale is equal to or
more than 5% of the fully diluted paid up share capital of our Company (calculated based on the pre-
Offer capital before such transaction/s and excluding employee stock options granted but not vested), in
a single transaction or multiple transactions combined together over a span of rolling 30 days
(“Secondary Transactions”) are set forth below.

Since there are no such transactions to report under 1 and 2 above, the following are the details of the
price per share of our Company basis the last five primary or secondary transactions (secondary
transactions where Promoters, members of the Promoter Group, Selling Shareholder, or Shareholder(s)
having the right to nominate Director(s) on the Board, are a party to the transaction), not older than
three years prior to the date of this certificate irrespective of the size of transactions:

Primary transactions:

Except as disclosed below, there have been no primary transactions in the last three years preceding
where the Promoters, Promoter Group, Investor Selling Shareholder, or shareholder(s) having
the right to nominate director(s) on our Board are a party to the transaction, in the last three
years preceding the date of this Draft Red Herring Prospectus irrespective of the size of the
transaction.

Specified Issue Price Number of

Security Nature of per Specified Specified
S. No. Name of Allottee Date of Allotment
Allotment securities (in securities
₹) allotted
South Asia Growth Equity
1. Fund II Holdings September 28, 2021 Shares Private Placement 15.81(1) 628,371(1)
LLC (2)
South Asia EBT Equity Private
2. September 28, 2021 15.81(1) 4,047(1)
Trust (2) Shares Placement

141
 South Asia Growth CCDs
Preferential
3. Fund II Holdings September 28, 2021 20.00 87,436,800
allotment(3)
LLC
South Asia EBT CCDs Preferential
4. September 28, 2021 20.00 563,200
Trust allotment(4)
Notes:
(1)
Pursuant to a Board resolution dated April 10, 2024 and Shareholders resolution dated April 10, 2024, bonus equity shares
have been issued in the ratio of 0.268 shares for every one equity share.
(2)
Allotment of 495,561 Equity Shares to South Asia Growth Fund II Holdings LLC and 3,192 Equity Shares to South Asia EBT
Trust pursuant to the share subscription agreement dated September 10, 2021 executed amongst the Company, South Asia Growth
Fund II Holdings LLC, South Asia EBT Trust, Surender Pal Singh Saluja, Chiranjeev Singh Saluja
(3)
1,74,87,360 CCDs were allotted on September 28, 2021. The CCDs are convertible to equity shares. The conversion ratio has
been determined as per the Amendment agreement to Share Subscription agreement dated December 19, 2022.
(4)
1,12,640 CCDs allotted as on September 28, 2021. The CCDs are convertible to equity shares. The conversion ratio has been
determined as per the Amendment agreement to Share Subscription agreement dated December 19, 2022.

Secondary transactions:

Except as disclosed below, there have been no secondary transactions where the Promoters,
Promoter Group, Investor Selling Shareholder, or shareholder(s) having the right to nominate director(s)
on our Board are a party to the transaction, in the last three years preceding the date of this Draft Red
Herring Prospectus:

Acquisition
Number of
Price per
Date of Nature of Specified
S. No. Name of Acquirer Specified
Transaction Transaction securities
securities (in
acquired
₹)
Chiranjeev Singh March 21, 2024 Gift from - 76,751,812*
1. Saluja Surender Pal
Singh Saluja
Chiranjeev Singh March 21, 2024 Gift from - 11,675,110*
2
Saluja Vivana Saluja
Surender Pal Singh April 10, 2024 Transfer by way - 500
3 Trust of gift from
Vivana Saluja
Chiranjeev Singh April 10, 2024 Transfer by way - 500
Trust of gift from
4
Surender Pal
Saluja
*
Pursuant to a Board resolution dated April 10, 2024 and Shareholders resolution dated April 10, 2024, bonus shares have been
issued in the ratio of 0.268 Equity Shares for every one Equity Share.

VI. Weighted average cost of acquisition (“WACA”), floor price and cap price

Past transactions Weighted average cost Floor Price (₹)* Cap Price (₹)*
of acquisition per
Equity Share (₹)#
Weighted average cost of 19.97 [●] times [●] times
acquisition of Primary
Issuances
Weighted average cost of Nil [●] times [●] times
acquisition of Secondary
Transactions
*
To be updated at the Prospectus stage.
#
As certified by Manian & Rao, Chartered Accountants by way of their certificate dated April 19, 2024.

VII. The Offer Price is [●] times of the face value of the Equity Shares

The Offer Price of ₹[●] has been determined by our Company, in consultation with the BRLMs, on the
basis of the demand from investors for the Equity Shares through the Book Building Process. Our
Company, in consultation with the BRLMs, are justified of the Offer Price in view of the above
qualitative and quantitative parameters.

142
VIII. Detailed explanation for Offer Price/ Cap Price being [●] times of WACA of primary issuances
/secondary transactions of Equity Shares (as disclosed above) along with our Company’s KPIs and
financial ratios for nine months ended December 31, 2023 and Fiscals 2023, 2022 and 2021

[●]*
* To be included on finalisation of Price Band.

IX. Explanation for the Offer Price/Cap Price, being [●] times of WACA of primary
issuances/secondary transactions of Equity Shares (as disclosed above) in view of the external
factors which may have influenced the pricing of the Issue.

[● ]*
*To be included on finalisation of Price Band.

Investors should read the above-mentioned information along with “Risk Factors”, “Our Business”, “Restated
Consolidated Financial Information” and “Management Discussion and Analysis of Financial Condition and
Revenue from Operations” beginning on pages 31, 204, 280 and 351, respectively, to have a more informed view.

The trading price of the Equity Shares could decline due to the factors mentioned in the section “Risk Factors”
beginning on page 31 and any other factors that may arise in the future and you may lose all or part of your
investment.

143
 STATEMENT OF SPECIAL TAX BENEFITS

STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO PREMIER ENERGIES LIMITED

(“THE COMPANY”), ITS SHAREHOLDERS AND MATERIAL SUBSIDIARIES UNDER THE
APPLICABLE DIRECT AND INDIRECT TAX LAWS IN INDIA

Date:
To
The Board of Directors
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Plot No. 8/B/1 and 8/B/2, E-City,
Maheshwaram Mandal
Raviryala Village, Rangareddy
Telangana - 501359

Sub: Statement of possible Special Tax Benefits available to the Company, its shareholders and its Material
Subsidiaries under the direct and indirect tax laws

Dear Sirs,
We Deloitte Haskins & Sells, the statutory auditor of Premier Energies Limited (formerly known as Premier Solar
Systems Private Limited) (“the Company”) refer to the proposed initial public offering of equity shares of the
Company” and such offering the “Offer”). We enclose herewith the statement (the “Annexure”) showing the
current position of special tax benefits available to the Company, its shareholders and its Material Subsidiaries as
per the provisions of the Indian direct and indirect tax laws, including the Income Tax Act 1961, the Central Goods
and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the Union Territory Goods and
Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, Customs Act, 1962 and the Customs
Tariff Act, 1975 (collectively the “Taxation Laws”), including the rules, regulations, circulars and notifications
issued in connection with the Taxation Laws and the Foreign Trade Policy 2023 vide Notification No. 1/2023
dated March 31, 2023 and applicable to the Assessment Year 2025-26 relevant to the Financial Year (FY) 2024-
25 for inclusion in the Draft Red Herring Prospectus (“DRHP”) for the proposed initial public offering of equity
shares of the Premier Energies Limited, as required under the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”)
Several of these benefits are dependent on the Company or its shareholders or Material Subsidiaries fulfilling the
conditions prescribed under the relevant provisions of the direct and indirect taxation laws, including the Income-
tax Act 1961. Hence, the ability of the Company or its shareholders or Material Subsidiaries to derive these direct
and indirect tax benefits is dependent upon their fulfilling such conditions.
The benefits discussed in the enclosed Annexure are neither exhaustive nor conclusive. The contents stated in the
Annexure are based on the information and explanations obtained from the Company. This statement is only
intended to provide general information to guide the investors and is neither designed nor intended to be a
substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing
tax laws, each investor is advised to consult their own tax consultant with respect to specific tax implications
arising out of their participation in the Offer. We are neither suggesting nor are we advising the investor to invest
money or not to invest money based on this statement.
We do not express any opinion or provide any assurance whether:
• The Company or its shareholders or Material Subsidiaries will continue to obtain these benefits in future;
• The conditions prescribed for availing the benefits have been/would be met;
We hereby give our consent to include this report and the enclosed Annexure regarding the special tax benefits
available to the Company, its shareholders and its Material Subsidiaries in the Draft Red Herring Prospectus for
the Offer, which the Company intends to submit to the Securities and Exchange Board of India and the stock
exchanges (National Stock Exchange of India Limited and BSE Limited) where the equity shares of Premier
Energies Limited are proposed to be listed.

144
LIMITATIONS
Our views expressed in the enclosed Annexure are based on the facts and assumptions indicated above. No
assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are
based on the existing provisions of law and its interpretation, which are subject to change from time to time. We
do not assume responsibility to update the views consequent to such changes. Reliance on the Annexure is on the
express understanding that we do not assume responsibility towards the investors who may or may not invest in
the proposed Offer relying on the Annexure.

This statement has been prepared solely in connection with the Offer under the ICDR Regulations.

For Deloitte Haskins & Sells

Chartered Accountants
(Firm’s Registration No: 008072S)

Ajay Jhawar
Partner
(Membership No: 223888)
(UDIN: 24223888BKFRVK7326)

Place: Hyderabad
Date: April 19, 2024

145
ANNEXURE TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO PREMIER
ENERGIES LIMITED (“THE COMPANY”), ITS SHAREHOLDERS AND MATERIAL SUBSIDIARIES

The information provided below sets out the possible special tax benefits available to the Company, its
shareholders, and its Material Subsidiaries in a summary manner only and is not a complete analysis or listing of
all potential tax consequences of the subscription, ownership and disposal of equity shares of the Company, under
the current tax laws presently in force. Several of these benefits are dependent on the shareholders fulfilling the
conditions prescribed under the relevant tax laws. Hence the ability of the shareholders to derive the tax benefits
is dependent upon fulfilling such conditions, which, based on commercial imperatives a shareholder faces, may
or may not choose to fulfill. The following overview is not exhaustive or comprehensive and is not intended to be
a substitute for professional advice. In view of the individual nature of the tax consequences and the changing tax
laws, each investor is advised to consult their own tax consultant with respect to specific tax implications arising
out of their participation in the issue. We are neither suggesting nor are we advising the investor to invest money
or not to invest money based on this statement. The statement below covers only relevant special direct and
indirect tax law benefits and does not cover benefits under any other law.

INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX CONSULTANT WITH RESPECT TO
THE TAX IMPLICATIONS AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING
OF EQUITY SHARES IN THEIR PARTICULAR SITUATION.

STATEMENT OF POSSIBLE SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY,

ITS SHAREHOLDERS AND ITS MATERIAL SUBSIDIARIES

Under the Income Tax Act, 1961 (the Act)

I. Special tax benefits available to the Company

A. Section 115BAA, as inserted vide The Taxation Laws (Amendment) Act, 2019, provides that domestic
company can opt for a rate of 22% (plus applicable surcharge and education cess) for the financial year
2019-20 onwards, provided the total income of the company is computed without claiming certain
specified deductions or set–off of losses, depreciation etc., and claiming depreciation determined in the
prescribed manner. In case a company opts for section 115BAA, provisions of Minimum Alternate Tax
would not be applicable and earlier year MAT credit will not be available for set–off. The options
needs to be exercised on or before the due date of filing the income tax return. Option once exercised,
cannot be subsequently withdrawn for the same or any other tax year. Further, if the conditions
mentioned in section 115BAA are not satisfied in any year, the option exercised shall become invalid
in respect of such year and subsequent years, and the other provisions of the Act shall apply as if the
option under section 115BAA had not been exercised.

The Company has represented to us that they have opted for section 115BAA of the Act for AY 2023-
24

B. Deductions from Gross Total Income

Deduction in respect of employment of new employees – 80JJAA of the Act:

Subject to the fulfillment of prescribed conditions, the Company is entitled to claim deduction of an
amount equal to thirty per cent of additional employee cost (relating to specified category of employees)
incurred in the course of business in the previous year, for three assessment years including the
assessment year relevant to the previous year in which such employment is provided under section
80JJAA of the Act.

Deduction in respect of inter-corporate dividends – Section 80M of the Act

Up to 31st March 2020, any dividend paid to a shareholder by a company was liable to Dividend
Distribution Tax (“DDT”), and the recipient shareholder was exempt from tax. Pursuant to the
amendment made by the Finance Act, 2020, DDT stands abolished and dividend received by a
shareholder on or after 1st April 2020 is liable to tax in the hands of the shareholder, other than dividend
on which tax under section 115-O has been paid. The Company is required to deduct Tax at Source

146
 (“TDS”) at applicable rate specified under the Act read with applicable Double Taxation Avoidance
Agreement (if any).

With respect to a shareholder, which is a domestic company as defined in section 2(22A) of the Income
Tax Act, 1961, a new section 80M has been inserted in the Act to remove the cascading effect of taxes
on inter-corporate dividends during FY 2020-21 and thereafter. The section inter-alia provides that where
the gross total income of a domestic company in any previous year includes any income by way of
dividends from any other domestic company or a foreign company or a business trust, there shall, in
accordance with and subject to the provisions of this section, be allowed in computing the total income
of such domestic company, a deduction of an amount equal to so much of the amount of income by way
of dividends received from such other domestic company or foreign company or business trust as does
not exceed the amount of dividend distributed by it on or before the due date. The “due date” means the
date one month prior to the date for furnishing the return of income under sub-section (1) of section 139
of the Act.

II. Special direct tax benefits available to Shareholders

A. Dividend income earned by the shareholders would be taxable in their hands at the applicable rates.
However, in case of domestic corporate shareholders, deduction under Section 80M of the Act would be
available on fulfilling the conditions (as discussed above). Further, in case of shareholders who are
individuals, Hindu Undivided Family, Association of Persons, Body of Individuals, whether incorporated
or not, surcharge would be restricted to 15%, irrespective of the amount of dividend.

B. As per Section 112A of the Act, long-term capital gains arising from transfer of an equity share, or a unit
of an equity-oriented fund or a unit of a business trust shall be taxed at 10% (without indexation) of such
capital gains subject to fulfilment of prescribed conditions under the Act. It is worthwhile to note that tax
shall be levied where such capital gains exceed 1,00,000.

C. Section 112 of the Act provides for taxation of long-term capital gains.

In case of a domestic company/ resident, amount of income-tax on long-term capital gains arising from
the transfer of a capital asset shall be computed at the rate of 20%.

In case of non-resident (not being a company) or a foreign company, the amount of income-tax on long-
term capital gains arising from the transfer of a capital asset (being unlisted securities or shares of a
company not being a company in which the public are substantially interested) shall be calculated at the
rate of 10% without giving effect to the first and second proviso to section 48.

Further, where the tax payable is payable in respect of any income arising from the transfer of a long-
term capital asset, being listed securities (other than a unit) or zero coupon bond, then such income will
be subject to tax at the rate of 10% of the amount of capital gains before giving effect to the provisions
of the second proviso to section 48.

D. As per Section 111A of the Act, short term capital gains arising from transfer of an equity share, or a unit
of an equity-oriented fund or a unit of a business trust shall be taxed at 15% subject to fulfilment of
prescribed conditions under the Act.

III. Special direct tax benefits available to Material Subsidiaries

The Material Subsidiaries of the Company, being resident Indian entities viz., Premier Energies Photovoltaic
Private Limited and Premier Energies International Private Limited can claim the above benefits as is
available to the Company under the provisions of the Income Tax Act, 1961

Notes:

1. The benefits in I and II above are as per the current tax law as amended by the Finance Act, 2024.

147
2. This statement does not discuss any tax consequences in the country outside India of an investment in the
shares. The shareholders / investors in the country outside India are advised to consult their own professional
advisors regarding possible Income tax consequences that apply to them.

3. Surcharge is to be levied on domestic companies at the rate of 7% where the income exceeds INR one crore
but does not exceed INR ten crores and at the rate of 12% where the income exceeds INR ten crores.

4. If the Company opts for concessional income tax rate under section 115BAA of the Act, surcharge shall be
levied at the rate of 10% irrespective of the amount of total income.

5. Health and Education Cess @ 4% on the tax and surcharge is payable by all category of tax payers.

6. We understand that the Company has opted for concessional tax rate under section 115BAA of the Act. Hence,
it will not be allowed to claim any of the following deductions:

• Deduction under the provisions of section 10AA (deduction for units in Special Economic Zone)
• Deduction under clause (iia) of sub-section (1) of section 32 (Additional depreciation)
• Deduction under section 32AD or section 33AB or section 33ABA (Investment allowance in
backward areas, Investment deposit account, site restoration fund)
• Deduction under sub-clause (ii) or sub-clause (iia) or sub-clause (iii) of sub-section (1) or sub-section
(2AA) or sub-section (2AB) of section 35 (Expenditure on scientific research)
• Deduction under section 35AD or section 35CCC (Deduction for specified business, agricultural
extension project)
• Deduction under section 35CCD (Expenditure on skill development)
• Deduction under any provisions of Chapter VI-A other than the provisions of section 80JJAA and
section 80M;
• No set off of any loss carried forward or depreciation from any earlier assessment year, if such loss
or depreciation is attributable to any of the deductions referred above;
• No set off of any loss or allowance for unabsorbed depreciation deemed so under section 72A, if
such loss or depreciation is attributable to any of the deductions referred above.

7. Further, it is also clarified in section 115JB(5A) that if the Company opts for concessional income tax
rate under section 115BAA, the provisions of section 115JB regarding Minimum Alternate Tax (MAT)
are not applicable. Further, such company will not be entitled to claim tax credit relating to MAT.

8. The above statement of possible direct tax benefits sets out the provisions of law in a summary manner
only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership
and disposal of shares.

148
STATEMENT OF SPECIAL POSSIBLE INDIRECT TAX BENEFITS AVAILABLE TO THE
COMPANY, ITS SHAREHOLDERS AND ITS MATERIAL SUBSIDIARIES

I. Special indirect tax benefits available to the Company

• The Company avails the benefit of Exports without payment of tax by furnishing Letter of Undertaking
(LUT) and further claim refund of accumulated ITC under section 54 of CGST Act 2017.

• The Company holds a license for a warehouse under Section 58 of Customs act and has got a permission
to conduct Manufacturing or other operations within the warehouse (MOOWR) under section 65 of the
Act. The Company avails the benefit of duty deferment scheme i.e., the Company is not discharging
customs duty and IGST on imports.

• The Company has got a license under EPCG scheme towards import of capital goods. Hence, the
Company avails BCD exemption under Notification No. 103/2009-Customs and IGST exemption under
Notification no. 79/2017-Customs dated October 13, 2017

• The Company avails the benefit of deferred customs duty payment being certified under Authorised
Economic Operator (AEO) programme.

• The Company avails the benefit of ASEAN Free trade Agreement vide Notification No. 46/2011-
Customs dated 1st June, 2011

• The Company avails benefit under Customs Act, 1962 by way of exemption notification for the following
parts and components imported subject to fulfilment of Customs (Import of Goods at Concessional Rate
of Duty) Rules, 2017 (IGCR Rules).

Parts and Components Notification and Serial Number reference

Ethylene Vinyl Acetate sheets (EVA) 025/1999 Sl. No. 18A
Tinned copper interconnect – Wire/Ribbon 025/1999 Sl. No. 18A
Tinned copper interconnect – Bus Bar 025/1999 Sl. No. 18A
Silver Conductor metallic paste 025/1999 Sl. No. 18A
Solar tempered glass 050/2007 Sl. No. 340

• The Company supplies goods at a concessional rate of GST at 0.1% to Merchant Exporters as per Section
11 of CGST Act, 2017 read with Notification no. 40/2017-Central tax (Rate) dated 23-Oct-2017 [Section
6 of IGST Act, 2017 read with Notification no. 41/2017-Intergrated tax (Rate) dated 23-Oct-2017]
II. Special indirect tax benefits available to Shareholders

• There are no special tax benefits available to the shareholders.

149
III. Special indirect tax benefits available to Material Subsidiary – Premier Energies Photovoltaic Private
Limited

• The Company avails the benefit of Exports without payment of tax by furnishing Letter of Undertaking
(LUT) and further claim refund of accumulated ITC under section 54 of CGST Act 2017.

• The Company holds a license for a warehouse under Section 58 of Customs act and has got a permission
to conduct Manufacturing or other operations within the warehouse (MOOWR) under section 65 of the
Act. The Company avails the benefit of duty deferment scheme i.e., the Company is not discharging
customs duty and IGST on imports.

• The Company has got a license under EPCG scheme towards import of capital goods. Hence, the
Company avails BCD exemption under Notification No. 103/2009-Customs and IGST exemption under
Notification no. 79/2017-Customs dated October 13, 2017

• The Company avails the benefit of ASEAN Free trade Agreement vide Notification No. 46/2011-
Customs dated 1st June, 2011

• The Company avails benefit under Customs Act, 1962 by way of exemption notification for the following
parts and components imported subject to fulfilment of Customs (Import of Goods at Concessional Rate
of Duty) Rules, 2017 (IGCR Rules).

Parts and Components Notification and Serial Number reference

Ethylene Vinyl Acetate sheets (EVA) 025/1999 Sl. No. 18A
Tinned copper interconnect – Wire/Ribbon 025/1999 Sl. No. 18A
Tinned copper interconnect – Bus Bar 025/1999 Sl. No. 18A
Silver Conductor metallic paste 025/1999 Sl. No. 18A
Solar tempered glass 050/2007 Sl. No. 340

• The Company supplies goods at a concessional rate of GST at 0.1% to Merchant Exporters as per Section
11 of CGST Act, 2017 read with Notification no. 40/2017-Central tax (Rate) dated 23-Oct-2017 [Section
6 of IGST Act, 2017 read with Notification no. 41/2017-Intergrated tax (Rate) dated 23-Oct-2017]

IV. Special indirect tax benefits available to Material Subsidiary – Premier Energies International Private
Limited

• The Company avails the benefit of Exports without payment of tax by furnishing Letter of Undertaking
(LUT) and further claim refund of accumulated ITC under section 54 of CGST Act 2017.

• The Company holds a license for a warehouse under Section 58 of Customs act and has got a permission
to conduct Manufacturing or other operations within the warehouse (MOOWR) under section 65 of the
Act. The Company avails the benefit of duty deferment scheme i.e., the Company is not discharging
customs duty and IGST on imports.

• The Company avails benefit under Customs Act, 1962 by way of exemption notification for the following
parts and components imported subject to fulfilment of Customs (Import of Goods at Concessional Rate
of Duty) Rules, 2017 (IGCR Rules).

150
 Parts and Components Notification and Serial Number reference
Ethylene Vinyl Acetate sheets (EVA) 025/1999 Sl. No. 18A
Tinned copper interconnect – Wire/Ribbon 025/1999 Sl. No. 18A
Tinned copper interconnect – Bus Bar 025/1999 Sl. No. 18A
Silver Conductor metallic paste 025/1999 Sl. No. 18A
Solar tempered glass 050/2007 Sl. No. 340

• The Company supplies goods at a concessional rate of GST at 0.1% to Merchant Exporters as per Section
11 of CGST Act, 2017 read with Notification no. 40/2017-Central tax (Rate) dated 23-Oct-2017 [Section
6 of IGST Act, 2017 read with Notification no. 41/2017-Intergrated tax (Rate) dated 23-Oct-2017]

Notes:

The above statement of possible indirect tax benefits sets out the provisions of law in a summary manner
only and is not a complete analysis or listing of all potential tax consequences.

151
 SECTION IV – ABOUT OUR COMPANY

INDUSTRY OVERVIEW

Unless otherwise indicated, industry and market data used in this section has been derived from industry
publications, in particular, the report titled “Industry Report on Solar Cell and Module Market” dated April 18,
2024 (the “F&S Report”) prepared and issued by Frost & Sullivan (India) Private Limited (“F&S”), appointed
by us on February 6, 2024 and exclusively commissioned and paid for by us in connection with the Offer. A copy
of the F&S Report is available on the website of our Company at https://premierenergies.com/investor-
relations/ipo-documents. The data included herein includes excerpts from the F&S Report and may have been re-
ordered by us for the purposes of presentation. F&S is an independent agency and is not related to the Company,
its Directors, Promoters, Selling Shareholders, Subsidiaries or BRLMs. There are no parts, data or information
relevant for the proposed Offer, that has been left out or changed in any manner.
Industry sources and publications are also prepared based on information as of specific dates and may no longer
be current or reflect current trends. Industry sources and publications may also base their information on
estimates, projections, forecasts and assumptions that may prove to be incorrect. Accordingly, investors must rely
on their independent examination of, and should not place undue reliance on, or base their investment decision
solely on this information. Financial information used herein is based solely on the audited financials of the
Company and other peers. The recipient should not construe any of the contents in this report as advice relating
to business, financial, legal, taxation or investment matters and are advised to consult their own business,
financial, legal, taxation, and other advisors concerning the transaction. See also, “Risk Factors - Industry
information included in this Draft Red Herring Prospectus has been derived from an industry report
commissioned by us, and paid for by us for such purpose” on page 67. Industry sources and publications
generally state that the information contained therein has been obtained from sources generally believed to be
reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed and their
reliability cannot be assured.
While preparing its report, F&S has also sourced information from publicly available sources, including our
Company’s financial statements. However, financial information relating to our Company presented in other
sections of this Draft Red Herring Prospectus has been prepared in accordance with Ind AS and restated in
accordance with the SEBI ICDR Regulations. Accordingly, the financial information of our Company in this
section is not comparable with Ind AS financial information presented elsewhere in this Draft Red Herring
Prospectus.
MACROECONOMIC OVERVIEW OF GLOBAL ECONOMY
Global economy is on course for stable growth
The global economy (real gross domestic product “GDP”), which is now well on the path of recovery, has
undergone stress in the last few years due to extended trade conflicts, slowdown in investments across the world
and then a novel virus. The global economy was showing signs of slowdown since CY2018 and then entered a
recession in CY2020 owing to the unprecedented crisis caused by the COVID-19 pandemic.
The pandemic brought economic activity to a near standstill in CY2020 and to an extent in CY2021, as many
countries had to impose strict restrictions to curb the spread of the virus. Post opening after COVID-19, the global
economy showed tremendous resilience and recorded a sharp growth in CY2021. However, the economy once
again was affected with multiple factors in CY2022 including the Russia-Ukraine war, inflation, slowdowns in
the United States and Europe, supply chain issues and other factors. The impact of these factors was moderated
in CY2023 with global real GDP stabilizing at 3.1% growth. The global economy is expected to grow at the same
pace in CY2024 and slightly accelerate to 3.2% in CY2025 and CY2026 before moderating to 3.1% in CY2027
and CY2028. However, this outlook faces headwinds in the form of higher interest rates implemented by central
banks to combat inflation and reduced government spending due to accumulated debt.
Real GDP Growth by Select Regions & Countries – Historic and Forecast, World, CY2018 – CY2028E

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India has emerged as the world’s fastest-growing large economy for the past three years. In CY2023, India’s real
GDP growth reached 6.7%, following a 7.2% expansion in CY2022. This economic momentum is projected to
continue, with India expected to remain the fastest growing large economy over the next five years with growth
expected to be supported by stable domestic demand and private investments.
On the other hand, some of the world’s major economies such as the United States, Europe and China are
experiencing a mixed scenario. The US economy displayed resilience in CY2023 with 2.5% growth, driven by
consumer spending and government investments. However, growth in Europe remained sluggish at 0.5%, with
Germany, a major player, grappling with near-recessionary conditions. China’s economy experienced a 5.2%
expansion in CY2023, driven primarily by abandoning its “zero-COVID” policy at the end of CY2022 and
subsequent recovery of the industry and services sector from the second quarter of CY2023.
Inflationary pressure eased in CY2023 – acted as a catalyst for global growth
After reaching a peak of 8.7% in CY2022, global inflation gradually eased to 6.9% in CY2023 and is projected to
decline to 5.8% in CY2024. This anticipated decline is attributed to tighter monetary policies implemented by
central banks, coupled with a decrease in international commodity prices.
Inflation Rate – Historic and Forecast, World, CY2018 – CY2028E

The global economy has shown resilience in CY2023 despite the fastest monetary policy tightening cycle in four
decades, severe banking sector stress, wars in Ukraine and Israel, etc. With disinflation and steady growth, the
likelihood of an economic downturn has receded globally. Easing supply constraints, reduced labor shortages,
cooling energy prices and moderating demand growth have led to a notable easing of inflation pressures globally.
All these trends are likely to continue in CY2024 and beyond and global economy is poised to grow at a CAGR
of 3.1% over the next 5 years.
In India, inflation has softened from 6.7% in CY2022 to 5.5% in CY2023. With rising consumer confidence, and
improved business sentiments, inflation in India is expected to remain stable over the next five years at around
4%.

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MACROECONOMIC OVERVIEW OF INDIAN ECONOMY
India emerged as the fastest growing large economy in the last 3 years
With 7.2% real GDP growth in FY2023 and 7.3% projected growth for FY2024, the Indian economy has shown
resilience post the pandemic and emerged as the fastest growing large economy in the last three years which was
least impacted by inflation globally. Structural reforms including disinvestment, higher foreign direct investment
(“FDI”) limits, and a national logistics policy were aimed at bolstering India’s manufacturing sector post-
pandemic. In addition, the government announced seven priorities - ‘Saptarishi’ that include inclusive
development, reaching the last mile, infrastructure and investment, unleashing the potential, green growth, youth
power, and financial sector.
In CY2019, the Indian government set a target of becoming a USD 5 trillion economy by FY2025. As a result of
the COVID-pandemic, the government revised the original timeline by 18–24 months. India’s economy is likely
to surpass USD 4 trillion in FY2025 and grow further to USD 5 trillion by FY2028 or FY2029 to become the third
largest economy, surpassing Germany and Japan.
Index of Industrial Production (“IIP”) recorded a stable growth since FY2022
Post pandemic, industrial activity in the country started picking up from June 2021 and continued its momentum
through FY2022 – FY2024 with industrial output recording a sharp growth across all the constituent sectors
(general, electricity, manufacturing and mining) in the last three consecutive years. IIP data, that is updated till
December 2023, indicates 3.9% growth for the manufacturing sector. Going forward, as majority of the available
high frequency indicators (domestic air traffic, unified payments interface volume, etc.) recorded an improved
YoY performance in January 2024, IIP is expected to grow between 4-6% in FY2024.
India - IIP by sectors, FY2016 - FY2024*

Indian manufacturing purchasing managers’ index (“PMI”) is the highest among the large economies –
steady expansion in manufacturing activities since the contraction in June 2021
Manufacturing PMI reached the maximum reading of 58.7 in May 2023, the strongest improvement in factory
activity since October 2020, boosted by increase in demand. Output growth was at a 28-month high, new orders
expanded for the 23rd month running, with the rate of increase steepest since January 2021, and both overseas
orders and employment increased the most in six months. However, the manufacturing PMI fell to an 18-month
low of 54.9 in December 2023 before recovering to 56.5 in January 2024. This was due to weaker new orders,
lower output, fading demand for certain types of products and slower growth in export orders.

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 Indian manufacturing PMI, April 2021 – March 2024

India’s per capita income is only one fifth of the global average, however, growing at a steady pace
Per capita income is a broad indicator of the prosperity of an economy. Consumer confidence and discretionary
consumption both improve with the rising per capita income.
India vs. Global – Per capita income of India vs leading economies
(USA, China, Europe and Southeast Asia), value in USD, CY2018 – CY2028E

India’s per capita income in CY2023 was USD 2,601 and is considered a lower middle-income country. For India
to become a middle-income country, its per capita income needs to grow by almost 2.3 times to USD 6,100. Even
though India’s per capita income has grown by almost 100% since FY2015, wealth distribution among India’s 1.4
billion people remains highly skewed. Equitable access to healthcare, quality education, and jobs would be critical
for India to deliver sustained growth in per capita income. Global average per capita income in CY2023 was 5.1
times higher than India at USD 13,330. CY2023 per capita income of USA, Europe, and China was USD 80,410,
USD 34,710, and USD 12,540 respectively.
India in the last few years has seen a significant expansion of middle-class households. Robust economic
development, growing population, relatively slower aging, and rising income levels coupled with urbanization
would result in nearly 400 million additional middle-class and high-income population being added to the

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country’s economy by FY2031, effectively pushing the share of upper middle class and high-income earners to
nearly 58% of the population by FY2031 – this in turn would drive the growth in per capita income of the country.
India’s per capita electricity consumption recorded healthy growth in the last two years and is expected to
reach approximately 2,000 kWh by FY2031
India’s per capita electricity consumption has steadily increased from 1,149 kWh in FY2018 to 1,327 kWh in
FY2023 – this is approximately one third of the global average of 3,594 kWh at the end of CY2022. Per capita
electricity consumption has grown at a heathy pace of 8.1% and 5.7% in FY2022 and FY2023. The reasons for
such increase include electrification of the villages, heightened economic and manufacturing activities, and
increasing penetration of various consumer durables products. Considering a historical average multiplier of 0.8
with GDP growth, per capital electricity consumption may cross 1,700 kWh by FY2028 and may touch 2,000
kWh by FY2031.
Per capita electricity consumption and growth, in kWh and %, FY2018 – FY2023

Indian Rupee has shown remarkable stability in the last one year
The Indian rupee has maintained a remarkably stable position in the foreign exchange market in CY2023 due to
the narrowing current account deficit and strong economic fundamentals. Amid the International Monetary Fund’s
reclassification of the exchange rate regime to a stabilized arrangement from floating for the period from
December 2022 to October 2023, the Indian rupee has maintained a remarkably stable position in the foreign
exchange market. In the last four months of CY2023, there has been a further drop in fluctuations in the
dollar/rupee exchange rate. The average daily trading range for the Indian currency has contracted from 20 paise
in the first half to a mere 9 paise in the last three months of CY2023. This stability is represented by the horizontal
appearance of the dollar/rupee graph in the below chart, suggesting a consistent and controlled exchange rate.
This is turn would help the companies that are exposed to global markets for raw materials and sales of their
products and services.
Dollar / Rupee exchange rate, March 2022 – March 2024

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India is now emerging as a global manufacturing hub
In FY2023, India recorded merchandise export of USD 451 billion (₹36 trillion) and is well on course to record
highest ever merchandise export of USD 495-500 billion (₹41 trillion) in FY2024. It is well on its course to
become a global manufacturing hub with the potential to export goods worth USD 1 trillion by CY2030. The
manufacturing sector plays a significant role in the Indian economy, accounting for 17% of GDP and employing
more than 62 million people. The Indian government plans to increase the share of manufacturing in the economy
to 25% by CY2025 through the implementation of various programs and policies. Government of India has
undertaken various steps to promote the manufacturing sector and to boost domestic and foreign investments in
India. These include the introduction of a Goods and Services Tax, the reduction in corporate tax, the introduction
of Production Linked Incentive (“PLI”) schemes for various sectors, interventions to improve ease of doing
business, FDI policy reforms, measures for reduction in compliance burden, policy measures to boost domestic
manufacturing through public procurement orders, Phased Manufacturing Programme, to name a few. An
institutional mechanism to fast-track investments is also in place, in the form of Project Development Cells
(“PDCs”) in all concerned Ministries/Departments of Government of India.
Keeping in view India’s vision of becoming ‘Atmanirbhar’ and to enhance India’s manufacturing capabilities and
exports, the Indian government has announced an outlay of ₹1,995 billion for implementing PLI schemes for 14
key manufacturing sectors. With the announcement of such PLI schemes, significant creation of production, skills,
employment, economic growth and exports is expected over the next five years and more. The reforms taken by
Government have resulted in increased FDI inflows in the country. FDI inflows in India steadily increased from
USD 45.2 billion in FY2015 to USD 84.8 billion in FY2022, the highest ever for the country. The total FDI
inflows received in FY2023, which includes equity inflows, reinvested earnings and other capital sources
amounted to USD 71.0 billion.
OVERVIEW OF THE INDIAN POWER SECTOR
Global installed power generation capacity is expected to grow four folds by CY2050 – nearly 75% of the
electricity to be generated from renewables by CY2050
As per the latest data available, global installed power generation capacity has reached 8,511 GW at the end of
CY2022. The Asia-Pacific region accounts for approximately 40% of this installed capacity, followed by 22% for
North America and 18% for Europe. India accounts for approx. 5% of global installed power generation capacity
at the end of CY2022. Global installed power generation capacity is expected to grow at 4.8% CAGR till CY2050
to reach approximately 33,000 GW. Nearly three-quarters of this capacity would be added through renewable
sources.
Share of renewables in global electricity generation is expected to increase from 28.5% in CY2020 to 72.3% by
CY2050 – from approximately 5,700 Terawatt-hour (“TWh”) in CY2020 to 51,000 TWh in CY2050 at a CAGR
of 6.5%. Global annual renewable capacity additions increased by almost 50% to nearly 510 GW in CY2023, the
fastest growth rate in the past two decades. In India, share of renewables in electricity generation stands at 21.3%
in FY2024 (till January 2024). As per the climate actions presented by the Indian government during COP-26,
50% of the country’s energy requirement would be met from renewable sources by CY2030.

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 Growth in global installed power generation capacity and share of renewables in electricity generation,
CY2015 – CY2050

India is the third largest power producer and consumer globally

With 416 GW installed generation capacity at the end of FY2023, India is the third-largest producer and consumer
of electricity globally – the capacity is expected to reach 622 GW by FY2028. Power generation capacity has
grown more than 100-fold since independence and growth in electricity demand has been even higher due to
heightened economic activities. As a result, India’s energy companies have made substantial progress in the global
energy market.
India is making a big shift from coal to renewable energy primarily through solar power. The Government has set
an ambitious goal of 500 GW renewable energy capacity by CY2030, out of which 300 GW would come from
solar. To achieve this, the Government has allocated USD 885 million (₹73,270 million) for solar power projects
in its FY2024 budget. This includes grid-connected solar, off-grid solar applications, and the Pradhan Mantri
Kisan Urja Suraksha evam Utthan Mahaabhiyaan (PM-KUSUM) program which promotes solar pumps for
farmers. Additionally, the Government plans to replace 81 coal plants with renewable energy sources by CY2026.
This move towards cleaner energy sources is a positive step for India’s future. With these plans from the
Government, solar is estimated to be the major contributor to the Indian power sector in the coming years. Given
India’s focus on net-zero carbon emissions and innovative collaborations with international organizations and
countries, the steps taken towards energy transition should lead to a greener future for the country.
Electricity has reached nearly all households in India
Power is among the most critical components of infrastructure, crucial for the economic growth, industry, and
welfare of nations. The Indian government has made significant efforts over the past decades to turn the country
from one with a power shortage to one with a surplus by establishing a single national grid, fortifying the
distribution network and achieving universal household electrification.
Access to electricity, in % of household, Rural and Urban India, FY2017 – FY2022

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The objective of Pradhan Mantri Sahaj Bijli Har Ghar Yojana (SAUBHAGYA), launched in October 2017, along
with Deen Dayal Upadhyay Gram Jyoti Yojana (DDUGJY) was to achieve universal household electrification
across the length and breadth of the country. These programmes have successfully electrified 100% of urban
households and 99.3% of Indian rural households at the end of FY2022 as per a report from the World Bank. The
Government is further supporting States for electrification of any left-out households under the ongoing scheme
of Revamped Distribution Sector Scheme.
Installed power generation capacity in India is expected to cross 620 GW by FY2028 – Renewables to
account for approximately 54% share of this installed capacity
Installed power generation capacity in India and outlook
India had a total installed power generation capacity of 416 GW at the end of FY2023. Based on generation
capacity addition plans of the Government and projects on ground, Frost & Sullivan estimates that an additional
206 GW of power generation capacity would realistically be added till FY2028, taking the country’s total installed
power generation capacity to 622 GW. Approximately 63% of this capacity would be added through solar – this
would take the country’s installed solar capacity from 67 GW in FY2023 to 198 GW by FY2028.
All India installed power generation capacity by fuel sources, GW, FY2018 – FY2028E

Thermal power accounts for 57% of the country’s installed capacity at the end of FY2023. Renewable energy
including large hydro is the second biggest contributor with 41% share, out of which the share of solar is 16%. As

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solar capacity additions will be accelerated in the coming years, this mix is expected to see a drastic change –
share of solar may double to 32% by FY2028 while, share of coal may go down to 43%.
Generation capacity addition plans of the Indian government
Thermal: Thermal capacity additions would primarily be done through coal and lignite. As per the 20th Electric
Power Survey, the peak electricity demand in the country is expected to reach approx. 295 GW by FY2028 and
366 GW by FY2032. In order to meet this demand, the Indian government has planned approx. 88 GW of thermal
capacity additions till FY2032. Out of this, approx. 27 GW of thermal capacity is under construction, another 12
GW has been bid out and 19 GW is under clearance.
Nuclear: The Indian government has initiated steps to increase the country’s nuclear power capacity from the
current 7.5 GW to 22.5 GW by FY2032. At present, 23 nuclear power reactors are operational in the country.
Construction and commissioning of 10 reactors totaling 8 GW is underway in the states of Gujarat, Rajasthan,
Tamil Nadu, Haryana, Karnataka and Madhya Pradesh. In addition, pre-project activities of 10 more reactors have
been initiated – these reactors will be commissioned by FY2032.
Solar: The Indian government has an ambitious plan to achieve 500 GW of clean energy by CY2030 out of which
300 GW will come from solar. Based on recent government announcements, it is projected that India’s annual
solar capacity additions will likely double over the next two to three years. MNRE launched a program to hold
annual auctions for a massive 50 GW of renewable energy (“RE”) capacity. This substantial increase aims to
rapidly expand India’s clean energy infrastructure, 80% of this targeted capacity is specifically earmarked for
solar power projects. Solar installed capacity in the country is expected to reach approx. 200 GW by the end of
FY2028. As solar power is infirm in nature, Government has taken initiatives to ensure that RE power is available
round-the-clock (“RTC”) through battery energy storage based bidding, pumped storage plants, etc.
Wind: After initial successes, the wind sector in India has not done well for the past seven to eight years with
average annual capacity additions hovering around 1.5 GW. However, the Indian government in the last one and
a half years has taken multiple steps to improve the wind power scenario in the country that include specific carve-
outs for wind renewable purchase obligations (“RPOs”), revamping the auction mechanism for wind projects and
carving-out 10 GW of exclusive tenders annually for wind projects. These projects are expected to drive at least
20 GW of wind capacity additions by FY2028.
Factors that will drive electricity demand in India
Urbanization and industrialization: Urbanization and industrialization are two critical drivers in boosting the
country’s electricity demand in the foreseeable future. As per the International Energy Agency’s (“IEA”) India
Energy Outlook 2021, over the period to CY2040, an estimated 270 million people are likely to be added to India’s
urban population. Urbanization underpins a massive increase in total residential floor space from less than 20
billion square meters today to more than 50 billion in two decades’ time. Additionally, the growing middle class
with rising disposable incomes is fueling demand for appliances and improved living standards, both of which
necessitate increased electricity consumption. Further fueling the electricity demand is India’s rapid
industrialization. Modern factories rely heavily on electricity for machinery, lighting and climate control. As
industries adopt automation and advanced technologies, their consumption increases even more creating a ripple
effect, with increased demand for electricity through other sectors.
Government initiatives: The Government’s initiatives such as ‘Make in India’ and related schemes like the PLI
and Aatmanirbhar Bharat Abhiyaan have significantly bolstered industrialization in the country. Electrification
of railway tracks by Indian Railways would also create domestic market opportunities. These initiatives are
anticipated to boost domestic manufacturing, further amplifying electricity consumption. As part of their China+1
strategy, many global manufacturing majors are exploring setting up their manufacturing units in India to cater to
both local and export demand. As per the IEA, the industrial sector currently uses the most energy in the country
and its share is expected to rise from 36% today to 41% by CY2040. Several other Government initiatives like
the National Infrastructure Pipeline and Saubhagya scheme are expanding access to electricity across the country.
Electric vehicle (“EV”) charging infrastructure: India has committed to achieving carbon neutrality by
CY2070, with widespread promotion and adoption of EVs being a key strategy. This move aims to reduce India’s
dependence on foreign fossil fuels and address the critical issue of air pollution. As per an article from the
Economic Times, the country is likely to have 10,000 public charging stations by CY2025 and would require 2
million charging stations by CY2030 to complement the EV sales till that time. This will create an additional
electricity demand of four to five billion units in the country.

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National hydrogen mission: Launched in August 2021 by the Indian government, the mission aims to produce
5 million metric ton (“MMT”) of green hydrogen by CY2030 with an estimated investment of ₹8 trillion.
Approximately 125 GW of RE would be required to produce 5 MMT of green hydrogen.
Peak demand in the country is expected to reach 366 GW by FY2032 – however, India will have more than
800 GW of base load and RE to meet this demand
Indian power sector has seen a huge turnaround with peak power deficit reaching from 16.6% in FY2008 to 0.4%
in FY2021. However, the peak deficit has reached higher levels of 1.2% in FY2022 and 4.0% in FY2023. Sudden
spike in electricity demand during the monsoon months and inadequate firm capacity additions in the recent years
may have caused this higher peak deficit. To mitigate the situation, the Indian government has decided to add
nearly 88 GW capacity of base load thermal power plants to meet 295 GW and 366 GW of peak power demand
by FY2028 and FY2032, respectively. Besides, converting the RE plants to RTC plants would also mitigate the
risks of higher deficits in the coming years.
Peak deficit and Energy deficit in India, in %, FY2018 – FY2023

Energy deficit on the other hand has shown a more consistent trend and remained within 0.4% - 0.7% between
FY2018 – FY2023. Energy requirement of the country in FY2023 was 1,513 billion units and the country’s power
generating stations and grid were able to supply 1,506 billion units. Energy deficit has further gone down to 0.3%
in the first 10 months of FY2024.
Solar has the lowest tariff rates across fuel sources in India
Average cost of electricity supply (“ACS”) indicates a simple average cost to supply electricity to the consumers.
The below chart indicates that ACS has steadily increased from ₹3.6 / kilowatt hour (“kWH”) in FY2010 to ₹6.3
/ kWH in FY2022. However, average solar tariff during the same period demonstrated an opposite trend – with
higher adoption, the tariff has steadily decreased since FY2010 and now stabilized between ₹2.4 / kWh and ₹2.6
/ kWh in the last five years. Comparing all types of fuel sources, average solar tariff in the country is even lower
than many thermal power plants – this indicates a sustainable and viable future for solar energy in the coming
years.

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 Average cost of electricity supply and average Solar tariff, ₹/kWh, FY2010 – FY2023

INDIA’S ENERGY TRANSITION TO SOLAR AND REGULATORY POLICIES

Solar energy is a core pillar of India’s low carbon development strategy and a key enabler for Net Zero
achievement by CY2070
India has been at the forefront in taking actions for combating climate change while meeting its development and
growth aspirations. Building upon the Prime Minister’s Panchamrit (five nectar elements) pledges at the 26th
Conference of Parties (COP26) of the United Nations Framework Convention on Climate Change (“UNFCCC”)
in Glasgow, including the target of net-zero emissions by CY2070, India updated its Nationally Determined
Contributions (NDC) in August 2022 as follows:
(a) Meet 50% of India’s cumulative electric power installed capacity from non-fossil sources by CY2030.

(b) Reduce the emission intensity of GDP by 45% below CY2005 levels by CY2030.

(c) Put forward and further propagate a healthy and sustainable way of living based on the traditions and
values of conservation and moderation, including through a mass movement for LiFE – Lifestyle for
Environment as a key to combating climate change.

As India aspires to become carbon neutral by CY2070, low-carbon development of energy systems would be a
critical contributor to this journey. To achieve this goal, India is aiming to rapidly expand its renewable energy
capacity to 500 GW by CY2030 – Solar would account for 60% of this capacity or 300 GW and the same would
be enabled through policy and financial incentives including solar park development, accelerated depreciation on
investment, waiver on transmission charges and capital subsidy for residential solar roof-top and agricultural solar
pumps.
India is bestowed with 748 GWp of Solar energy potential
India is bestowed with vast solar energy potential. About 5,000 trillion kWh per year energy is incident over
India’s land area with most parts receiving 4-7 kWh per square meter per day. Solar PV based power can be
harnessed at a utility scale and also on distributed basis to meet demand for power, heating and cooling in both
rural and urban areas. This also provides energy security in the current geopolitical scenario due to its abundant
availability.
There has been a visible impact of solar energy in the Indian energy scenario – millions of people have benefitted
from solar in Indian villages by meeting their cooking, lighting and other energy needs. Further, solar has emerged
as the fastest growing power generation technology.
National Institute of Solar Energy (NISE) has assessed the country’s solar potential of about 748 GWp assuming
3% of the waste land area to be covered by solar PV modules. The top five states namely, Rajasthan, Jammu and
Kashmir, Maharashtra, Madhya Pradesh and Andhra Pradesh account for approximately 56% of this potential. At
the end of December 2023, India has harnessed roughly 10% of this potential or 73 GW. The top five states in
terms of solar capacity additions in the country are Rajasthan, Gujarat, Karnataka, Tamil Nadu and Maharashtra
– these five states account for 70% of the solar capacity additions till the end of CY2023.

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In terms of percentage of potential achieved, Punjab leads the list with 45.1% achievement, followed by Tamil
Nadu (41.7%), Karnataka (38.1%), Gujarat (29.5%) and Haryana (27.2%). These achievements support the
country’s vision of sustainable growth while ensuring the country’s energy security.
State-wise solar energy potential and achievement at the end of December 2023

Source: Frost & Sullivan Analysis

India stands at 5th position in solar PV deployment across the globe at the end of CY2022
With an installed solar capacity of 63 GW at the end of CY2022, India is the fifth largest solar energy country in
the world. China, USA, Japan and Germany are the only four countries that are ahead of India in solar PV
deployment. The country has vast solar potential, as most states of India receive sunshine for more than 300 days
a year. To harness this potential, the Indian government is constantly churning out policies and initiatives that
encourage the shift to solar among the population. The nation is also determined to reduce import dependence in
the solar sector and build domestic manufacturing capabilities.
Top 10 solar nations in the world, CY2022

India’s solar installed capacity has grown three times in the past five years – the trend is likely to continue
over the next 5 years
India’s strategic location in the solar belt, spanning from 400 S to 400 N, positions it as one of the world’s prime
recipients of solar energy, boasting abundant availability throughout the year. The nation’s commitment to solar
energy is evidenced by a remarkable increase in installed solar capacity, which has grown by three times in the
past five years – from 22 GW in FY2018 to 67 GW in FY2023. As per the latest data available with Central

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Electricity Authority, the installed capacity has further increased to 75.6 GW at the end of February 2024. The
transition to solar energy has not only contributed to environmental sustainability but also yielded significant
economic benefits. Based on various demand and supply side measures, as per Frost & Sullivan analysis, the
country is well on course to achieve nearly 200 GW of solar capacity at the end of FY2028.
Growth in solar installed capacity, India, GW, FY2018 – FY2028E

At the end of FY2024, more than 85% of the country’s installed solar capacity is through utility scale solar projects
and the rest coming through grid connected roof tops. Production of green hydrogen is still at a nascent stage in
the country and as per input from the industry experts, would be lower than 0.5 GW – GAIL and NTPC have
recently started blending green hydrogen in the City Gas Distribution Grid. However, with government policies
incentivizing roof top installation in the country and an increase in green hydrogen production in the coming years,
the share of roof tops and green hydrogen is expected to increase to 20 – 22% and 15 – 17%, respectively.
Break up of installed solar capacity, FY2024E, FY2028E

Electricity generation for solar has crossed 100 Billion Units (“BU”) milestone in FY2023 – share in the
overall generation is expected to cross 15% by FY2028
Electricity generation from solar energy has grown four folds between FY2018 and FY2023 to cross the 100 BU
milestone. Share of solar in the country’s overall generation has increased from 2.2% to 7.2% during this period.
As the country is gearing for capacity addition at an accelerated pace, solar energy generation is expected to cross
300 BU by FY2028 – accounting for more than 15% share in overall generation.

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 Growth in solar energy generation, India, Billion Units (BU), FY2018 – FY2028E

Indian government has taken multiple policy initiatives to boost solar power generation and consumption
in the country (Demand-side measures)
Solar energy generation and consumption promotion measure at a glance

Source: Frost & Sullivan Analysis

Solar parks – 37. 7 GW

This scheme underscores India’s commitment to solar energy, aiming to establish 51 solar parks, each 500 MW
and above by 2025-26 (Source: MNRE), with a cumulative capacity of 37.7 GW. These parks serve as pivotal
hubs for solar energy generation, stimulating investments and fostering an environment conducive to solar power
development, thereby enhancing affordability and accessibility. As of December 2023, 20 solar parks with an
approx. capacity of 10.5 GW have already been commissioned under this scheme.

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 State-wise solar park sanctioned capacity and commissioned capacity, MW, December 2023

PM Surya Ghar Muft Bijli Yojana – 25-30 GW

With an allocation of over ₹750 billion, the scheme aims to provide financial assistance through capital subsidies,
facilitating the installation of rooftop solar panels and granting up to 300 units of free electricity every month to
approximately 10 million households across India. The objective of this scheme is to reduce the electricity costs
of households by installing rooftop solar panels and harnessing freely available solar energy. This scheme aims
to decrease dependency on traditional energy sources and moving towards sustainable energy practices. The
scheme exclusively requires the utilization of DCR solar modules. The government has proposed to provide the
below subsidies for implementation of this programme:

• For up to 2 kW - ₹30,000 per kW

• For additional capacity up to 3 kW - ₹18,000 per kW

• Total subsidy for systems larger than 3 kW - Maximum ₹78,000

As per Frost & Sullivan analysis, this scheme is expected to generate 25 to 30 GW of rooftop solar installation
opportunities over the next two to three years.
PM-KUSUM Scheme – 34.8 GW
The main objectives of the Pradhan Mantri Kisan Urja Suraksha evam Utthaan Mahabhiyan (PM-KUSUM)
include the de-dieselization of the farm sector, providing water and energy security to farmers, increasing the
income of farmers and curbing environmental pollution. The scheme has three components targeted to achieve
solar power capacity addition of 34.8 GW by March 31, 2026 with total central financial support of ₹344 billion.
The three components of the scheme are:

• Component A: Setting up 10,000 MW of decentralized ground/stilt mounted solar power plants on

barren/fallow/pasture/marshy/cultivable land of farmers. Such plants can be installed by individual
farmers, solar power developers, cooperatives, panchayats and farmers producer organizations.

• Component B: Installation of 1.4 million standalone solar water pumps in off-grid areas.

• Component C: Solarization of 3.5 million grid connected agriculture pumps through (i) individual pump
solarization and (ii) feeder level solarization.

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 Targets and Achievements under PM-KUSUM, November 2023

Source: Frost & Sullivan Analysis

Solar water pumps are a clean, efficient, and sustainable solution that harnesses solar energy to pump water.
Moreover, solar water pumps are environmentally friendly, reducing the carbon footprint associated with
traditional pumping systems that rely on diesel or other fossil fuels. These pumps also require minimal
maintenance due to fewer moving parts and the absence of internal combustion engines. Companies like Premier
Energies offers solar water pumps under its EPC solutions. Premier Energies manufactures the solar modules and
pumps are sourced from external vendors.
CPSU Scheme – Phase II – 12 GW
The CPSU Scheme Phase-II, also known as the Government Producer Scheme, is a significant initiative from the
Indian government to promote domestic solar power generation and enhance energy security. Key features of the
scheme are:

• Financial assistance: The scheme offers viability gap funding of up to ₹7 million per MW to
incentivize participation and address project cost viability concerns.

• Capacity target: The scheme initially aimed to develop a total of 12,000 MW of grid-connected solar
power capacity through plants set up by the eligible entities. While the deadline for the project
commissioning has already passed, the scheme continues to be operational for unallocated projects.

• Implementation: The scheme is implemented through a competitive bidding process managed by

the Solar Energy Corporation of India (“SECI”). Eligible entities can submit proposals for setting up
solar power plants and SECI selects the most competitive proposals based on pre-defined criteria.

With government initiatives like the PM-KUSUM, PM-Surya Ghar Muft Bijli Yojana and the CPSU scheme in
play, there is an emphasis on the utilization of DCR solar modules within the domestic solar market.
50 GW Annual Tendering
India’s renewable energy push is receiving a major boost with the “MNRE - 50 GW bidding every year” initiative.
This ambitious policy aims to significantly increase solar power generation capacity by setting a fixed annual
target of 50 GW for bidding rounds. This predictable schedule fosters investor confidence and potentially leads
to lower solar power prices through competition. The policy is expected to accelerate solar capacity growth,
enhance energy security and create new jobs. With 80% of the annual target focused on solar, this initiative
represents a major leap forward in India’s journey towards a cleaner and more secure energy future fueled by the
sun.
100% FDI
The Government of India’s FDI policy allows up to 100% FDI in renewable energy projects, including solar
power generation and distribution. Under the Automatic Route, a non-resident investor or an Indian company does
not require any approval from Government of India for the investment.
RPO Obligation
The Declaration of trajectory for Renewable Purchase Obligation (RPO) up to the year FY2030 is a key policy
implemented by the Indian government to promote renewable energy, specifically focusing on solar power. The
declaration defines a gradual increase in the RPO percentage for each state over the years until FY2030 and
imposes penalties in case of non-compliance. This provides clarity and certainty for investors and developers in
the renewable energy sector, allowing them to plan their investments with confidence. By creating a guaranteed
market, the RPO encourages developers to invest in solar and other renewable projects, leading to an increase in

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generation capacity. Diversifying the energy mix by increasing the share of renewables reduces dependence on
imported fossil fuels and enhances energy security.
PDC
PDC helps investors get into the Indian market for solar power projects. The PDC’s members include officials
from regulatory authorities and public sector undertakings. The cell offers a range of services aimed at promoting
solar energy investment and facilitating project development. It disseminates comprehensive information on solar
policies, investment opportunities, feasibility studies and success stories. Additionally, it provides support in
navigating regulatory processes, land acquisition and grid connectivity issues. Through conferences, roadshows
and investor meets, it conducts investor outreach activities to attract domestic and international investment. This
has enabled easier solar project financing through lending institutions such as IREDA, PFS, green bonds, etc. The
cell also facilitates project matchmaking by connecting investors with potential developers, consultants and other
stakeholders. Furthermore, it advocates for the solar sector, promoting investment opportunities and addressing
investor concerns with relevant government bodies.
Waiver of Inter-State Transmission System (“ISTS”) charges
In March 2023, the Central Electricity Regulatory Commission (“CERC”) amended the CERC (Sharing of Inter-
State Transmission Charges and Losses) Regulations, 2020. This amendment waives ISTS charges for renewable
energy and pumped hydroelectric projects that begin commercial operations by June 30, 2025. The waiver also
applies to any solar, wind or other sources eligible for waiver of inter-state transmission charges, which are
scheduled to be commissioned on or before June 30, 2025.
Green Energy Open Access Rules, 2022
Green Energy Open Access Rules, 2022 (Green Open Access Rules) is a policy aimed at facilitating the purchase
of renewable energy by large consumers directly from generators, bypassing the traditional distribution network.
Key provisions of the rules are:

• Minimum consumption threshold: Only large consumers with a minimum contract demand or
sanctioned load (typically 100 kW or more) can avail of Green Open Access.

• Streamlined process: The rules aim to simplify the process for obtaining approvals and entering into
agreements for direct purchase of renewable energy.

• Green certificates: Consumers who purchase renewable energy through Green Open Access are
eligible for green certificates, which can be used to meet their RPOs.

Benefits for solar power are:

• Increased demand: By creating a new market segment for large consumers, the policy can
significantly increase demand for solar power.

• Economic advantages: Large consumers might benefit from potentially lower prices through direct
purchase and avoid some distribution charges.

Green Term Ahead Market (“GTAM”)

The GTAM is a platform that allows bulk buyers of electricity to purchase RE on a short-term basis. The GTAM
allows buyers such as corporates and discoms (distribution companies) with a contracted load of 1 MW or more
to purchase RE from sellers such as merchant RE projects or discoms with surplus RE. The GTAM features
contracts such as Green-Intraday, Green-Day-ahead Contingency, Green-Daily and Green-Weekly. The GTAM
enables transactions between buyers and sellers through bilateral trading. There are four types of short-term
contracts that are covered under the GTAM – Intra-day contracts, Day-ahead contracts, Daily contracts and
Weekly contracts.
Late Payment Surcharge
The Electricity (Late Payment Surcharge and Related Matters) Rules, 2022 aim to tackle delayed payments by
discoms to generators and transmission companies. Additionally, the rules establish a clear timeline for settling
outstanding dues, promoting transparency in billing and payments. This not only improves cash flow for all
stakeholders but also minimizes disputes and creates a more predictable environment for investment, ultimately

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benefiting solar power producers by ensuring timely payments and potentially attracting further investment in the
sector.
At the same time, a lot of policy measures have been initiated to boost domestic solar cell and module
manufacturing industry (supply-side measures)
Domestic solar manufacturing related measure at a glance

Source: Frost & Sullivan Analysis

Production Linked Incentive (“PLI”)

The Indian government has implemented the PLI scheme for national programme on high efficiency solar PV
modules, for achieving manufacturing capacity on a GW scale with an outlay of ₹240 billion. The scheme offers
incentives to selected solar PV module manufacturers on the manufacture and sale of high efficiency solar PV
modules. The scheme is applicable for the first five years from the actual commissioning date or from the
scheduled commissioning date, whichever is earlier. The objectives of the scheme include the following:

• To build up solar PV manufacturing capacity of high efficiency modules.

• To bring cutting-edge technology to India for manufacturing of high efficiency modules. The scheme
will be technology agnostic however, the technologies that would yield better module performance
will be incentivized.

• To promote setting up of integrated plants for better quality control and competitiveness.

• To develop an ecosystem for sourcing of local material in solar manufacturing.

• Employment generation and technological self-sufficiency.

The PLI Scheme is being implemented in two tranches as follows:

• Tranche-I: Under this tranche, IREDA, the implementing agency on behalf of MNRE for the PLI
Scheme, issued letters of award (“LOA”) in November and December 2021 to three successful bidders
for setting up of 8,737 MW capacity of fully integrated solar PV module manufacturing units with an
outlay of ₹45 billion.

• Tranche-II: MNRE, on September 30, 2022, has issued guidelines for implementation of Tranche-II
with an outlay of ₹195 billion. In this tranche, SECI, the implementing agency on behalf of MNRE,
issued LOAs to 11 bidders in April 2023 for setting up 39,600 MW of fully / partially integrated solar
PV module manufacturing units.

Domestic Content Requirements (“DCR”)

The DCR is a policy implemented by the Indian government that mandates a specific percentage of components
including cells and modules used in solar power projects, particularly those funded by the government, to be
sourced from domestic manufacturers. This percentage has been steadily increasing over the years and going
forward, the 40% minimum domestic content requirement is set to increase annually, to 45% for projects starting
construction in CY2025, 50% in CY2026 and 55% thereafter.

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The DCR policy in India mandates the use of domestically manufactured components in specific government-
funded projects. This policy aims to boost domestic manufacturing, create jobs, and reduce dependence on
imports. In August last year, the Ministry waived off domestic requirement norms for projects awarded on or
before June 20, 2023. However, not all sectors are subject to DCR and certain exemptions exist. DCR is applicable
for grid-connected solar power plants, rooftop solar installations on government buildings and off-grid solar
solutions. The DCR policy serves the following benefits to the Indian solar cell and Module manufacturers:

• Guaranteed market: DCR acts as a powerful market driver by ensuring a guaranteed demand for
domestically produced solar cells and modules. This provides manufacturers with the confidence and
stability needed to invest in setting up new facilities, expanding existing ones and adopting advanced
technologies. This leads to a significant increase in overall domestic manufacturing capabilities.

• Reduced competition: By making imported components less competitive, DCR fosters a level
playing field for domestic manufacturers. This reduces the threat from cheaper imports, allowing
Indian companies to establish themselves in the market and improve their competitiveness through
economies of scale and technological advancements.

• Technology development: DCR incentivizes manufacturers to invest in research and development

activities to enhance the efficiency and quality of their products. This not only helps them compete
effectively in the domestic market but also positions them for global competition,
fostering technological innovation and a future-proof industry.

As per a recent briefing, the Indian government is planning to set up data repository of India made solar modules.
The objective of this initiative is to check imports and ensure adherence to domestic content rules for solar projects
under central government schemes.
ALMM
The ALMM program establishes a pre-approved list of reliable PV modules and cell manufacturers. This program
ensures quality and efficiency of solar installations in India by requiring developers and investors to source their
equipment from ALMM-listed vendors. By promoting high-quality domestic and imported products, ALMM
fosters trust and encourages the adoption of reliable solar solutions throughout the country. ALMM policy became
effective from April 1, 2024 and as per the latest list published by MNRE, the ALMM list still does not have any
foreign manufacturer.
Import Duties
India levies various duties on imported solar cells and modules, effectively acting as a protective shield for
domestic manufacturers. These duties are applied irrespective of the origin country thus making domestically
produced solar cells and solar modules more attractive to domestic solar players.
BCD: This tax levied on the customs value of imported cells and modules significantly impacts affordability. 40%
BCD is imposed on imported solar modules and a 25% BCD on solar cells. This policy decision directly increased
the cost of imported modules shifting demand towards domestic alternatives. BCD plays a crucial role in driving
domestic solar manufacturing industry through:

• Cost competitiveness: By raising the cost of imported components, duties tilt the scales in favor of
domestic manufacturers, making their products more financially attractive to project developers. As
seen with the BCD implementation, this can lead to increased demand for domestic products,
stimulating domestic production.

• Investment incentive: The higher costs associated with imported products make it more profitable to
invest in and establish domestic solar manufacturing units. This in turn attracts investments into the
sector, leading to growth in production capacity and creation of jobs.

SPECS
The SPECS, formerly known as the Modified Electronics Manufacturing Scheme with Focus on Fab and
Semiconductor, is a key driver for solar module and cell manufacturing in India.

• Financial incentives: SPECS offers a financial incentive of 25% on the capital expenditure for
establishing or expanding facilities that manufacture electronic components, including those used in

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 solar modules and cells. This financial support can significantly reduce the upfront investment costs
for manufacturers, making it more attractive to set up or expand production facilities in India.

• Focus on supply chain development: SPECS aims to strengthen the entire electronics manufacturing
ecosystem in India, including the semiconductor and electronic components sectors. This indirectly
benefits solar module and cell manufacturers by creating a more robust domestic supply chain for
critical components. Previously, manufacturers might have relied heavily on imported components,
leading to potential supply chain disruptions and higher costs. A stronger domestic supply chain
fostered by SPECS can ensure easier access to these components and potentially more competitive
pricing.

• Technological advancements: SPECS can potentially encourage advancements in related

technologies that can benefit the solar industry. For example, innovations in semiconductor materials
or fabrication processes could lead to the development of more efficient solar cells.

Comparison between PLI and SPECS

Source: Frost & Sullivan Analysis

SOLAR CELL AND MODULE MANUFACTURING SECTOR IN INDIA

The demand for modules and cells would be much higher than capacity additions due to direct current
(“DC”) overloading factor
To reduce levelized cost of power, it is a common industry practice to pair inverters with over-sized DC module
capacity. A 1 MW DC plant rarely produces 1 MW of power as solar modules operate at their maximum efficiency
only during peak hours of noon and that too during select months of the year. DC overloading allows the plant to
increase generation during non-peak hours. The chart below depicts the requirement for solar modules to meet
domestic solar capacity addition targets.

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Solar capacity addition targets vs module requirements, GW, India, FY2022 – FY2028E

Supply side measures have provided necessary boost to domestic solar module and cell manufacturing
sector – Domestic solar module manufacturing capacity has crossed 60 GW in FY2024
Various supply side measures have put the Indian solar manufacturing sector on an accelerated growth trajectory
in the last few years. With potential for solar power generation, India is actively developing its cell and module
manufacturing capabilities. The country’s module manufacturing capacity has crossed 60 GW mark in November
2023. This positions India as the third largest solar module manufacturer in the world after China and Vietnam.
A recent announcement from All India Solar Manufacturers’ Association (AISMA) suggests that there are over
100 solar module manufacturers in the country. The top 10 manufacturers have a cumulative manufacturing
capacity of 40 GW and the same for the top 25 manufacturers stands at a little over 50 GW. The top 10 module
manufacturers in the country are Waaree Energies, Mundra Solar, Renew Power, Vikram Solar, Premier Energies,
Goldi Solar, First Solar, Emmvee Group, Rayzon Solar, and RenewSys India, in that order. Premier Energies, the
fifth largest module manufacturer in India, had an annual installed capacity of 3.36 GW at the end of FY2024.
Solar module annual installed capacity by companies, in GW and % share, India, FY2024

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Since FY2017, India’s solar module manufacturing capacity witnessed a phenomenal increase, from 4.2 GW to
39.5 GW at the end of FY2023 at a CAGR of 45.3%. The capacity has further increased to 60 GW in FY2024 and
may cross 100 GW by FY2028.
Solar module manufacturing installed capacity trends, GW, India, FY2017 – FY2028E

The Indian government, under the PLI scheme, has allocated integrated module manufacturing capacity of 48.3
GW in two tranches with an outlay of ₹240 billion. Tranche – I of 8.7 GW was allocated during November –
December 2021 and Tranche – II of 39.6 GW was allocated during April 2023. Manufacturing capacity totaling
7,400 MW is expected to become operational by October 2024, 16,800 MW capacity by April 2025 and the
balance 15,400 MW capacity by April 2026.
Integrated capacity awarded under PLI Scheme (Tranche II)

Country’s current solar cell manufacturing capacity stands at 7.2 GW and is poised for exponential growth
over the next few years.
With a strong foundation in module production, India is poised to expand its cell manufacturing capacity which
is currently at around 7.2 GW. This shortfall necessitates reliance on imported cells, which is a crucial component
responsible for converting sunlight into electricity. While domestic production costs in India have decreased,
China still leads in the cell manufacturing arena, benefiting from economies of scale and a well-established supply
chain.

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 Solar cell annual installed capacity by companies, in GW and % share, India, FY2024

At present, the country has a handful of companies involved in the manufacturing of solar cells. Mundra Solar,
Premier Energies and Tata Power Solar are the leading solar cell manufacturers in India. As of the end of FY2024,
Premier Energies is the second largest solar cell manufacturer in the country with an annual installed capacity of
2.0 GW. However, the scenario is changing fast. More than 15 companies are planning to set up various levels of
integrated solar manufacturing plants including solar cells through the PLI scheme or on an independent basis.
Most of these plants will be commissioned latest by FY2028 which will take India’s solar cell manufacturing
capacity beyond 60.0 GW.
Solar cell manufacturing annual installed capacity trends, GW, India, FY2017 – FY2028E

There are a very few integrated solar cell and module manufacturing plants in India – Premier Energies is
the second largest integrated manufacturer at the end of FY2024
India’s solar energy sector is witnessing a surge in manufacturing capacity. A key observation is the limited
number of integrated cell and module manufacturers. Cell manufacturing is a complex process requiring
specialized expertise and this is reflected in the smaller number of companies operating in this space. With high
entry barriers for any new entrants into the solar cell and solar module manufacturing industry owing to factors
such as high capital expenditure, technical expertise and long lead times of approximately 15 to 18 months in
order to establish a manufacturing line and approximately six to nine months to operationalize and stabilize their
manufacturing lines and process, integrated structure and size of companies such as Premier Energies insulates
them from new competitors for government initiatives and tenders.
Premier Energies, with 29 years of experience in the solar manufacturing industry, stands out as the second largest
integrated player in India at the end of FY2024, boasting 2.0 GW of annual installed capacity for cell

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manufacturing alongside its 3.36 GW of annual installed capacity for module manufacturing and having 28%
share in the integrated installed capacity in the country at the end of FY2024.
Out of the current top 10 solar module manufacturers in the country, only 3 companies i.e. Mundra Solar, Premier
Energies and RenewSys have integrated solar module and cell manufacturing facilities. While module
manufacturing is more of an assembly process, cell manufacturing, on the other hand, is the most complex process
in the solar manufacturing value chain with extensive utilities management. Cell manufacturing is exposed to
multitude of risks and attracts three to four times higher investment. In spite of the associated risks and
complexities involved, companies like Premier Energies invested in integrated solar cell and module
manufacturing to gain greater autonomy on module prices and to tap the booming China+1 import market.
Backward integration helped the company to gain access to domestic DCR module market, which requires solar
cells and modules to be manufactured in India and additionally, resulting in greater cost control for the company
and improved traceability of raw materials. Besides, the company’s integrated status supports its overseas revenue
streams especially from countries such as the United States where margins are usually higher than other export
destinations.
Integrated solar module and cell manufacturing capacity, FY2024

Additionally, Premier Energies is present in various steps along the solar power value chain from the
manufacturing of solar cells to solar modules to providing EPC solutions, O&M services and being an independent
power producer. It is one of the first in the Indian solar sector to engage in the backward integration of solar cell
manufacturing with solar module production.
Indian solar module consumption market (volume) is poised to grow at 40% CAGR over the next 5 years
After a short dip in FY2023, the Indian solar module consumption market is all set for an accelerated growth over
the next 5 years. In volume terms, the consumption of modules in FY2023 was 12.3 GW compared to 17.6 GW a
year earlier. The market however bounced back in FY2024 and is expected to close at approximately 28.5 GW.
The market is expected to grow further to 67.2 GW by FY2028 on the backdrop of accelerated solar capacity
addition planned to achieve 300 GW installed capacity by CY2030.

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 Indian solar module consumption market, GW, FY2022 – FY2028E

In value terms, India consumed USD 6.3 billion and USD 3.6 billion worth of modules in FY2022 and FY2023,
respectively. Domestic consumption is expected to reach USD 6.6 billion in FY2024 and expected to double (USD
13.4 billion) by FY2028. The growth rate however would be a little lower (40.4% in volume terms vs 29.5% in
value terms) due to falling solar prices which is expected to continue over the forecast period.
Indian solar module consumption market, USD billion, FY2022 – FY2028E

Solar module export from India has crossed USD 1 billion in FY2023 and is expected to cross USD 1.7
billion in FY2024
PV module export from India has grown by more than 9 times in FY2023 – from a mere USD 112 million in
FY2022 to USD 1.03 billion in FY2023. During this time, India’s exports to USA have grown by 16 times in
value terms. In FY2023, India exported around USD 1 billion worth of PV modules to the USA, which is around
97% of the entire global module exports from India. The export has further increased to USD 1.46 billion in the
first 10 months of FY2024 and expected to cross the USD 1.7 billion mark at the end of the current financial year.
In volume terms, solar module exports from India have increased from 0.3 GW in FY2022 to 2.9 GW in FY2023
and is expected to almost double in FY2024 to 5.7 GW.

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 Indian solar module export market, GW and USD million, FY2022 – FY2028E

India’s solar module exports to the USA will keep rising till FY2026 and may start declining post FY2028. The
implementation of the Inflation Reduction Act (“IRA”) and the Green Deal, key policies that promote local
manufacturing in the USA and the European Union (“EU”) respectively, will establish domestic solar PV
manufacturing capabilities in these regions. Once the domestic manufacturing of the USA and the EU develops,
Indian exports will start declining to these regions but may however pick up for the other regions such as Africa
and Latin America.
As Indian manufacturers are ramping up their module capacity, import dependency is expected to reduce
significantly from 52% in FY2022 to approx. 16% by FY2028. On the other hand, share of exports is expected to
grow to 22% till FY2026 and then remain at that level due to falling demand from the US and the EU region.
Indian solar module demand-supply balance, GW, FY2022 – FY2028E

Import of modules is expected to decline in the coming years – Domestic solar cell consumption market is
expected to grow by four folds between FY2024 and FY2028
Solar cell consumption in India has witnessed a significant upward trend, increasing from 8.5 GW in FY2022 to
a projected 18.2 GW in FY2024E. This more than 100% increase in just two years highlights the increasing
demand for solar power in the country. As the country builds domestic solar module capacity, import of solar
modules is expected to decline in the coming years which will boost the domestic solar cell consumption market.
Government schemes like PM Suryaghar Yojana, CPSU Scheme and KUSUM have generated demand for DCR
modules in India outpacing the current 7.2GW of installed production capacity of solar cells in India. This market
is expected to grow four folds to 72 GW by FY2028.

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 Indian solar cell consumption market, GW and USD billion, FY2022 – FY2028E

Solar cell exports from India are expected to increase in the coming years as the USA is ramping up its
module manufacturing capacity
Value wise, solar cell export from India is much lower than the module export, however the industry has seen a
sharp increase in the export value from USD 1.1 million to USD 52.5 million in the first 10 months of FY2024.
60% of this export has happened to US market. The USA remains the top destination for India’s solar module and
cell manufacturers, where China cannot sell due to certain trade barriers. India also stands to gain from the China
Plus-One strategy which has opened opportunities for large Indian players, and the trend is likely to continue to
be a part of the policy for most manufacturers. solar cell export from India is expected to grow further to reach
USD 400 million by FY2028 – volume wise, solar cell export from India is expected to grow from 0.4 GW in
FY2024 to 4.0 GW by FY2028.
Indian solar cell export market, GW and USD million, FY2022 – FY2028E

However, it is important to note that the demand for Indian products in the U.S. is subject to the U.S. Department
of Commerce’s final determination on imposition of duties on solar cells and modules found to have circumvented
prevailing import restrictions by assembling products outside China using components sourced from China. If
countervailing duties are not imposed on such circumventing suppliers, it could increase the competition for Indian
products in the U.S. market. In addition, the U.S., through the IRA seeks to encourage local manufacturing of
cells and modules, which may impact the demand for Indian products in the U.S. market. Any change in
government policies and regulations including any imposition of additional duties, pre-conditions or ban imposed
by the U.S. may also have an adverse impact on exports.
The European market may also become more accessible with the anticipated implementation of the European
Union’s Carbon Border Adjustment Mechanism, a scheme aimed at reducing global carbon emissions and
preventing “carbon leakage” where companies might transfer production to countries with less stringent
greenhouse gas emissions controls, in 2025.
Based on import data available for April 2023 to January 2024, Premier Energies is the largest (99% market share)
Indian exporter of solar cells to the U.S., which is one of the largest markets for solar modules globally.

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 Premier Energies’ solar cells export to USA, in value, FY2024E (until Jan 2024)

Even with significant cell manufacturing capacity additions in the country over the next few years, reliance of
Indian module manufacturers on imported cells would continue to increase over the next three years before hitting
the peak around FY2027. In percentage terms, however, import dependency would go down from 89% in FY2022
to 47% in FY2028.
Indian solar cell demand-supply balance, GW, FY2022 – FY2028E

Solar module and cell price trends in India

Polysilicon is a critical raw material in solar PV manufacturing. Reduction in its price over the years has been a
major factor contributing to decline in solar module prices. However, post July 2020, polysilicon price in the
global markets increased from $6.8/Kg to $43/Kg in November 2021 (~6 times increment). During Q3 CY2021,
several countries including China faced an energy crisis. The main reasons were shortage of coal and associated
supply chain disruptions in coal supply. The solar manufacturing industry, still highly concentrated in China, was
affected by the rolling blackouts implemented by the government of the energy intensive industries. This crisis
compounded an already difficult situation and contributed to increase in module prices in short term.

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 Solar module price trends, India, August 2020 – Feb 2024

However, in the last few months of FY2024, they have undergone a significant decline, reaching a level of $0.23
per Wp. This sharp decrease is primarily attributed to an oversupply of upstream components, particularly
polysilicon. Domestic module prices in India also experienced a significant drop, falling from $0.30 per Wp to
$0.23 per Wp primarily due to the country’s reliance on imported cells. The prices of domestically produced solar
modules in India have been falling in line with international prices. However, domestically produced modules still
cost 45 to 50% more than Chinese products. This is due to the 27.5% import duty on cells and the higher cost of
domestic manufacturing.
However, despite the downward trend, Indian solar module prices remain slightly higher than their Chinese
counterparts. This price difference can be attributed to certain factors including import duty. India levies a 27.5%
import duty on solar cells, a crucial component in solar panels. This duty adds a layer of cost to domestically
manufactured modules.
Wafer prices have been dropping due to excess production capacity and rapid advancements in cell technology.
The industry has seen fluctuating prices since 2023, which has led to increased competition. The supply of silicon
wafers, used in solar cells, is currently outpacing demand. Even though the cost of making the wafers might go
down slightly, many manufacturers are still losing money because they are selling them for less than it costs to
produce them. This situation is putting pressure on wafer makers. Some are even considering cutting back on
production to bring supply closer to demand. While this could eventually raise wafer prices, for now, prices are
actually dropping, especially for a type of wafer called p-type. Prices for another type, n-type, are also expected
to fall further.
Solar cell and wafer price trends, Global, March 2021 – November 2023

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OVERVIEW OF SOLAR PV MODULE VALUE CHAIN
Solar cell and module manufacturing encompasses five critical processes
Solar PV module manufacturing value chain encompasses five critical processes for transforming raw materials
i.e., polysilicon into finished solar panels that are ready for electricity generation. It is a complex and globalized
network, with each step contributing to the final product’s cost, performance, and sustainability.
Solar module manufacturing process

Source: Frost & Sullivan Analysis

Brief description of solar cell and module

Solar cells
A solar cell or photovoltaic cell is an electrical device that converts the energy of light directly into electricity by
the photovoltaic effect, which is a physical and chemical phenomenon. It is a form of photoelectric cell, defined
as a device whose electrical characteristics, such as current, voltage, or resistance, vary when exposed to light.
Individual solar cell devices are often the electrical building blocks of photovoltaic modules. The following key
raw materials and components are used in the manufacturing of solar cells:

• Silicon wafers: Silicon wafers are the key component of solar cells. They are cut from silicon ingots,
which are obtained from high-purity silicon. The quality and purity of the silicon are crucial to the
performance of the solar cells.

• Silver paste: Silver paste is used to form the conductive contacts on the front side of the solar cells. It is
applied using a screen-printing process and is essential for the collection and transfer of the electrical
current generated by the silicon wafer.

• Aluminum paste: Aluminum paste is applied to the backside of the solar cell. When fired in a furnace,
it forms a back surface field that reflects electrons back into the silicon to be collected as electrical
current, enhancing the cell’s efficiency.

• Other gases and chemicals: The production of solar cells involves various gases and chemicals, used
in different stages of the process. For instance, dopants such as phosphorus oxychloride are used for n-
type doping, while boron may be used for p-type doping. Chemicals are also used for cleaning and
etching the wafers, such as hydrofluoric acid to remove the silicon dioxide layer, and other solvents for
cleaning purposes.

Solar Modules
A solar module is an assembly of solar or photo-voltaic cells mounted in a framework for installation. Solar panels
use sunlight as a source of energy to generate direct current electricity. Our solar modules are currently assembled

181
using monocrystalline and TOPCon cells (currently imported from third party suppliers). The primary raw
materials and components used in the manufacture of our solar modules are solar cells. The following key raw
materials and components are used in the manufacturing of solar modules:

• Backsheet: A backsheet provides for mechanical strength, electrical isolation, moisture resistance and
internal reflection. It forms a direct current insulation layer between the solar cell and the installers and
provides protection against shock. It is also impervious to ultraviolet rays and moisture and acts as a
barrier to external temperature and humidity changes which could affect the solar cells and diminish the
performance of the solar module. Further the innermost surface of the backsheet ensures that in order to
give the photons the ability to generate electricity, they are reflected back towards the cell. In addition,
it adheres to the encapsulant and holds the entire cell assembly in place for prolonged periods.

• Encapsulant: The encapsulant helps in transmittance of light, holding the cell assembly together, and
adhering to glass and backsheet. The transmittance of all light that falls on it is essential to ensure that
the cell assembly inside gets adequate photons to generate power output. It also holds the cell assembly
together in a manner that the solar cells do not touch each other and get short-circuited through the use
of gel content (for elastomers) and also helps limit shrinkage. Gel content of the encapsulant ensures that
they have adequate intermolecular strength which could hold the module together. Encapsulants
generally have a tendency to shrink at high laminating temperatures which is required to be limited to
ensure that there are no misalignments of strings and/or cell short circuiting. In addition, it is also
important that they adhere adequately to the glass on front side and backsheet at the back side of solar
module and are stable at elevated temperatures and high ultraviolet exposure for prolonged periods.

• Glass and other auxiliary products: The glass in the solar modules enables transmission while
minimizing reflection, provides mechanical strength and rigidity as well as compositional stability. It is
the first surface that the light interacts with and therefore it is extremely important that it transmits the
light to maximum level while lowering the reflection off its surface. In its natural form, the glass reflects
four to 10% of the incident light on it, which may lead to notable loss of power output. Therefore, the
glass is coated over the front surface with an anti-reflective coating which ensures that such reflection is
minimized to as low as 1% in many cases. In addition, the glass is tempered and expected to provide
mechanical strength and rigidity to the solar module against external weather, shocks, etc. It is important
that only solar glass with specific components be used in solar modules so as to ensure stability
throughout its lifetime. In addition to solar cells, other raw materials or components required for the
manufacture of solar modules include the backsheet, the encapsulant and glass as well as aluminum
frames, ribbon, and junction box.

Overview of solar cell and module technologies

There are several solar cell and module technologies available globally and they are summarized below for quick
understanding:
Various types of solar cell and module technologies

Source: Frost & Sullivan Analysis

PERC had until recently the major market share of solar cell industries globally, but TOPCon cell, which can also
be manufactured by an upgrade of an existing PERC line, is quickly taking over the market. The term TOPCon
usually refers to both sides contacted solar cells with a polysilicon passivated carrier selective contact on the rear-
side. HJT technology is one more solar cell architecture which is also very promising. HJT solar cells bring the
best-in-class both side surface passivation leading to superior performances. Interdigitated back contact (“IBC”)
solar cells on n-type Si wafer are also evolving fast as state-of-the-art technology to cross the bar of conventional
both side contact solar cells and projected as future technology option. IBC technology is the last technological
step in all roadmaps; however, the technology is more complicated and costly to implement at present. Besides

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the niche markets, such as rooftops, building integration (“BI”) PVs, vehicle integration PVs and product
integration PVs, are already at a large GW scale, low-cost IBC technology has the potential to become dominant
in its bifacial configuration at the utility scale as well. A new and advanced solar cell design is evolving; combining
the advantageous effects of TOPCon and back contact architecture, named as TOPCon back contact but the
process routes are complex and not fully matured.
Share of different solar cells in the coming future

Efficiency of various solar cell technologies

Solar cell technology is moving from polycrystalline silicon (poly-Si) to PERC to more efficient TOPCon
and HJT technologies
The solar cell industry has undergone a remarkable transformation, driven by a constant quest for efficiency and
cost-effectiveness. Initially, poly-Si dominated the market, offering a simple and affordable solution. However,
its ability to convert sunlight into electricity was limited. A significant breakthrough occurred with the
introduction of PERC technology. PERC cells address the efficiency limitations of poly-Si by incorporating
surface texturing and passivating layers on both sides. These features enhance light capture and reduce electron
loss, leading to a significant boost in efficiency. This shift towards PERC had propelled the industry forward,
enabling the production of more powerful and cost-competitive solar panels. Monocrystalline PERC technology
is an advanced technology used to increase the efficiency of standard solar modules. The electrons that form an
electric current in the solar cells have greater room to move because the cells are made up of a single crystal. As
a result, the solar cells are significantly more efficient. These high-end solar cells are space efficient and long
lasting and have a more streamlined appearance.

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Premiere Energies established a 75 MW capacity solar cell manufacturing line in 2011 before becoming one of
the first companies in India to manufacture solar cells at scale. The company achieved this through the introduction
of a solar cell line with annual installed capacities of 500 MW in FY2021 and 250 MW in FY2022.
The solar technology landscape is witnessing an active transformation, with numerous next-generation panels
showcasing cutting-edge photovoltaic cell designs and advancements. These innovations are collectively driving
improvements in efficiency, degradation resistance, and overall reliability. Following the PERC breakthrough, the
latest solar PV cell technologies are TOPCon and HJT. The below table compares these technologies on various
parameters.
Comparison of PERC, TOPCon, and HJT Technologies
PARAMETERS PERC TOPCon HJT

Cell Efficiency • 23.2% - 23.7% • 24.5% - 25.2% • 24.5% - 25.2%

Module Efficiency • 20.0% - 21.5% • 22.0% - 23.0% • 22.0% - 23.0%

Bi-faciality • 70% - 75% • 80% - 85% • 80% - 90%

Complexity • Moderately complex • Less than HJT • Most complex

Low Light Performance • Good • Very good • Excellent

Suited for Climate • Moderate • Hot and cold • Hot and cold

Temperature Co-efficient • 0.35% / °C. • 0.29% / °C. • 0.24% to -0.26% / °C.

of Power (Pmax
Temperature Co- • PERC cells experience a • Offers a significant • Lowest temperature
efficient) more noticeable power power improvement coefficient – HJT cells
decline at elevated over PERC cell at experience minimal
temperatures elevated temperatures power loss even at high
temperatures.

Source: Frost & Sullivan Analysis

TOPCon technology, offers an 80% bi-faciality rate, superior to PERC’s 70%, allowing TOPCon modules to
gather more energy from their rear side. This quality is particularly beneficial for large-scale, ground-mounted
utility projects. These cells not only enhance the overall energy output of solar plants but also enable efficient
land utilization.
PERC and TOPCon are compatible technologies. While PERC has become widely accepted in the solar panel
industry, advancements in process technology such as heterojunction and TOPCon technology are anticipated to
provide significant competition. TOPCon requires additional equipment to be integrated into the production line
of monocrystalline PERC for manufacturing TOPCon cells. On the other hand, HJT solar cell manufacturing
necessitates the complete replacement of the existing PERC manufacturing line, demanding substantial capital
investment.
Premier Energies is the second largest solar cell producer in India in terms of annual installed capacity at the end
of FY2024. In 2022, Premier Energies became India’s first solar manufacturer to develop a bifacial
monocrystalline PERC solar cell based on the M10 – 182 mm x 182 mm format. The company uses “clean silicon”
solar cell – a term that signifies raw materials sourced from ESG-compliant sources and vendors and is of growing
significance in the export market. Going forward, the company is investing in TOPCon lines to produce more
efficient solar cells. The clear advantages of TOPCon technology, including higher efficiency, higher bifaciality,
better longevity, and greater versatility, are driving this strategic investment. Premier Energies’ Unit II
manufacturing facility is India’s first LEED gold rated solar manufacturing facility as certified by the U.S. Green
Building Council V4 Building Design and Construction: New Construction and Major Renovations in August
2022.
While monocrystalline PERC panels are expected to maintain their market presence for a considerable period,
TOPCon represents the next step in solar technology, promising to push the boundaries of solar power generation
in the years to come. The chart below sets out the production steps of both monocrystalline PERC cells and
TOPCon cells side-by-side and upgradations required:

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 Upgration from MonoPERC to TOPCon production line

Beyond advancements in cell technology, panel design advancements are also playing a key role. Glass design
also plays a significant role. Bifacial solar modules feature a dual-sided design that allows the modules to capture
sunlight from both the front and back surfaces. Unlike monofacial modules that only harvest light on one side,
bifacial modules take advantage of the albedo effect where light is reflected from the ground or other surrounding
surfaces onto the rear side of the module. This results in additional energy capture, which can significantly enhance
the overall energy yield of the system. To maximize their potential, bifacial modules are often paired with special
mounting systems and are best situated where ground reflectivity is high, such as on white gravel or snow. These
modules are most beneficial at higher latitudes where the sun’s path can be more effectively exploited through the
dual capture surfaces and in large scale power plants which use sun tracker for mounting of modules. The dual-
glass design not only allows the modules to absorb light from multiple angles but also provides superior protection
against environmental stressors, ensuring a long operational life and consistent power generation.
Cell manufacturing is the most complex processes in the value chain
Solar cell manufacturing – a highly complex process with extensive utilities management
Solar cell manufacturing is the most complex and technical process within the solar module production value
chain which requires multiple chemical and gas-based stages and encompasses intricate procedures such as
texturing, diffusion, selective emitter laser, polishing, and oxidation annealing to convert raw silicon wafers into
effective sunlight-to-electricity converters, known as solar cells.

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 Monocrystalline PERC solar cell manufacturing steps

Source: Frost & Sullivan Analysis

STEPS DESCRIPTION

Raw wafer (Gallium / Boron • The wafers received at factory are passed through wafer inspection tool to check for
doped) any microcracks before taking up for further cell process.

SDR (saw damage removal) • The production of solar cells generally begins with wafers undergoing a chemical
and texture to reduce cleaning and texturing process on wet benches, which strips away organic and metal
reflection contaminants and creates a topography resembling suede or pyramids on the surface
of the wafer. This textured surface is designed to minimize optical losses in solar
cells by reducing reflection and elongating the optical path, which improves light
absorption.

• This includes precise chemical management for uniform etching, optimized surface
texturing for better light capture, minimized surface reflectance to maximize
absorption, and rigorous control of wafer purity to prevent efficiency-robbing
contamination.

Diffusion to make the P-N • Subsequently, the wafers are subjected to a high-temperature diffusion process that
Junction forms a p-n junction—the critical part of a solar cell responsible for separating
carriers of light-generated electric charge.

• This involves maintaining uniformity for optimal surface composition and junction
depth, controlling the resistance of the silicon wafer (R-sheet) within a critical range
for efficiency, and minimizing marks or spots from the processing equipment to
avoid electrical defects.

Selective emitter to provide • After the diffusion process, selective emitter laser is used to perform heavy doping
low contact resistance (high concentration) in the contact part of metal gate line. With heavy doping metal
electrode and emitter (P-N junction) forms good ohmic contact and improves
efficiency of solar cell.

• Selective emitter technology requires meticulous laser control. This involves

achieving target sheet resistance and uniformity for optimal cell efficiency. Precise
laser power, speed, and frequency ensure uniform emitter formation, while
controlling laser offset minimizes electrical defects that can lead to cell rejections.

Phosphosilicate Glass • PSG polishing presents another intricate stage in solar cell production. Here,
(“PSG”) and polishing to achieving uniform etching is paramount to ensure consistent removal of the PSG
separate PN junction and layer across the wafer’s surface. Additionally, meticulous control is required to
removal of phosphorous glass prevent water or chemical flow marks and optimize drying parameters.

Oxidation Annealing • Heating the wafer in an oxygen-rich environment at around 400°C to improve front
surface passivation and enhance contact adhesion. The oxidation forms a thin silicon

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 STEPS DESCRIPTION

oxide (SiO2) layer on the silicon surface, passivating defects and reducing
recombination losses, ultimately leading to higher conversion efficiency. The layer
also improves the adhesion of the subsequent anti-reflective coating (SiNx).

Rear PECVD (ALOX) rear • Rear Plasma-Enhanced Chemical Vapor Deposition (“PECVD”) is a critical but
side passivation and back complex step in solar cell manufacturing. It requires precise control over several
surface field parameters: maintaining uniform thickness and refractive index (RI) of the
deposited anti-reflective coating, minimizing marks or spots from processing
equipment, and rigorously controlling impurities to prevent visual defects like
redness or rainbow effects. All these factors significantly impact cell quality and
rejection rates.

Front PECVD (SiNx) for anti- • An anti-reflective coating, usually composed of silicon nitride, is then applied to the
reflective coating and front surface facing the sun to further boost light absorption. This involves maintaining
side passivation consistent thickness and refractive index (RI) across the wafer surface. Rigorous
impurity control prevents visual defects like redness and rainbow effects, which can
significantly impact cell quality and lead to rejections.

Laser contact opening • During LCO, precise control of laser power, speed, and frequency is essential for
(“LCO”) of rear passivated achieving uniform openings in the cell’s passivation layer. This minimizes electrical
layer for contact defects and ensures optimal cell performance.

Screen printing and drying • After this, metallization occurs, using a screen printing method to apply metal paste
to both sides of the wafer.

• This involves precise paste deposition to ensure uniformity and proper finger
formation, minimizing mismatches, controlling dimensions, and avoiding
interruptions. These factors directly influence cell efficiency, yield, and rejection
rates.

Fast firing for contact • Co-firing process at high temperatures in a belt furnace to create ohmic-contact
formation and light-induced electrodes. These ohmic contacts (low resistance connections) between the metal
degradation regeneration electrodes and the silicon on both sides enable current flow.

Testing and sorting (IV, • The finished solar cells are then tested, sorted, and ready for assembly into solar
Electroluminescence (“EL”), modules.
Color, etc.)
• IV Test (Current-Voltage): Measures the cell’s voltage and current output under
simulated sunlight, assessing its efficiency and identifying potential defects.

• EL Imaging: Reveals defects in the P-N junction and identifies areas of non-
uniformity.

• Color Sorting: Categorizes cells based on their visual appearance, aiding in further
sorting and grouping.
Source: Frost & Sullivan Analysis

Complexities involved in Utilities Management for solar cell manufacturing:

Each of the cell manufacturing process steps involves several high purity semiconductor grade gases and
chemicals as inputs. Effective management of utilities is crucial for safe, efficient, and high-yield solar cell
production. Below is a breakdown of the key complexities involved:
Acid and Alkaline Exhaust Systems: Some of the cell process steps involving chemicals like Potassium
Hydroxide, Hydrochloric Acid, Hydrogen Peroxide and Hydro Fluoric Acid emit alkaline and acidic fumes in the
tool which needs to be exhausted out and treated using scrubbers Neutralization and proper treatment of exhaust
fumes generated during various processes are essential for environmental compliance.
Waste Gas Management: The thermal tools like Diffusion, Annealing and PECVD tools use gasses like
Nitrogen, Silane, Ammonia, Nitrous Oxide, Methane, Hydrogen, Phosphene, Boron Trichloride and Oxygen,
which are released as waste gasses after processing the wafers. The waste gasses need to be treated in thermal
scrubbers to break them down into non-hazardous compounds and exhaust hot air while capturing the non-
hazardous materials.

187
Demineralized (DI) Water Management: A 1 GW cell line consumes a significant amount of water
(approximately 1 million liters per day). This necessitates a comprehensive water treatment system involving
effluent treatment, water recovery through reverse osmosis and generation of ultra-pure water with stringent
quality parameters (18 MΩ.cm resistivity, total organic carbon below 10 parts per billion and bacterial count less
than 10 colony-forming unit per milliliter).
Safe and Efficient Gas and Chemical Handling: Manufacturing utilizes a variety of semiconductor grade
(99.999%) gases like Silane, Ammonia, Nitrous Oxide, Oxygen, Hydrogen, Methane, Phosphene, Boron
Trichloride, Nitrogen and chemicals like Hydrochloric Acid, Potassium Hydroxide, Hydrogen Peroxide,
Trimethyl Ammine and Hydrofluoric Acid. Implementing procedures for safe and efficient handling of these gases
and chemical and their distribution and usage within the process is paramount. Disposal of waste gases and
chemical in a safe method through appropriate equipment like gas and chemical scrubbers, effluent treatment
plants are quite crucial for operating a solar cell line.
Power Management: A 1 GW cell line requires substantial power (around 10 MW) along with associated
switchgear and auxiliary equipment. Any interruption in power to the process tools will result in discarding entire
batch under processing causing losses and also will require considerable time to reset the whole process. To ensure
uninterrupted operation, 100% backup power systems with diesel generators and uninterruptible power supply for
critical equipment is mandatorily provided for safe operation of the plant.
Process Cooling Water: Maintaining optimal temperature within tools in thermal processes and metallization
equipment is crucial. Almost all the tools in the process require process cooling water with varied pressure and
flow rates. Designing and maintaining such a system with standby pumps to ensure 100% availability is
challenging.
24/7 Utility Operation: For optimal cell line operation and high productivity, uninterrupted utility operation is
essential. The quality of utilities directly impacts both cell yield and efficiency. Hence all systems are designed
with redundancy to ensure 100% availability of the utility.
Solar module assembly – not a complex but a highly automated process
A solar module is constructed through a series-parallel configuration of individual solar cells. This interconnected
array is then safeguarded from the elements with layers of glass, encapsulant, and backsheet material.
Additionally, a junction box is integrated to facilitate the extraction of electrical power from the module.
From the meticulous selection of individual solar cells to the rigorous quality checks that guarantee performance,
the module assembly process leverages robotic precision for handling delicate components. Advanced automation
flawlessly manages material flow, minimizing human error and material loss. Simultaneously, sophisticated
testing procedures guarantee dependable power generation. Other than solar cells, various other components used
in the module assembly are Ethylene Vinyl Acetate (EVA), back sheets, solar glass, metal frames, busbars, cables,
connectors, junction boxes, etc. Companies like Premier Energies have completely automated solar module
production lines. This is important as this reduces the incidence of human error and possible degradation in the
quality of the modules that the company produces.
Solar module manufacturing process

Source: Frost & Sullivan Analysis

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 Various components of a solar module

Source: Frost & Sullivan Analysis

Due to complexity, solar cell manufacturing requires approximately three to four times higher capital
expenditure than solar module manufacturing
Complexities involved in solar cell vs solar module manufacturing
COMPLEXITY
SOLAR CELL MANUFACTURING SOLAR MODULE MANUFACTURING
FACTOR

Raw Material • Solar cell fabrication necessitates the • Solar module assembly relies on pre-
Processing utilization of ultra-high-purity silicon, treated silicon cells, streamlining the
demanding intricate refining and processing complexities.
processing procedures.

Technological • Solar cell production entails sophisticated • Solar module manufacturing primarily
Requirements technologies aimed at maximizing cell focuses on assembly technologies, with
efficiency and refining intricate production less emphasis on cell-level technological
techniques. innovations.

Capital Investment • The capital outlay for solar cell • Solar module manufacturing demands
manufacturing is substantial, attributable comparatively lower capital investment,
to the acquisition of specialized equipment primarily driven by the assembly process
for silicon refinement and cell fabrication. and the absence of highly specialized
machinery.

Skilled Labor • Solar cell fabrication mandates a proficient • Solar module assembly requires skilled
workforce adept in chemical processing labor, albeit with less specialization
and semiconductor manufacturing compared to cell fabrication,
techniques. encompassing assembly and quality
control domains.

Production Scale • Solar cell production operates at a • Solar module manufacturing enjoys
relatively smaller scale due to meticulous scalability benefits, facilitated by
handling requirements, constraining streamlined assembly processes and
throughput capacity. reduced intricacies, enabling larger-scale
operations.

Technological • The dynamic nature of technological • Solar module manufacturing experiences

Advancement advancements poses a significant risk in a slower pace of technological evolution,
solar-cell manufacturing, potentially with advancements typically affecting
rendering current methodologies obsolete incremental improvements rather than
rapidly. rendering existing processes obsolete.

189
 COMPLEXITY
SOLAR CELL MANUFACTURING SOLAR MODULE MANUFACTURING
FACTOR

Supply Chain • Solar cell manufacturing entails complex • Solar module manufacturing involves
Management supply chain management owing to the comparatively simpler supply chain
diverse array of raw materials and dynamics, predominantly revolving
chemicals involved in the process. around procurement of cells and ancillary
components.

Source: Frost & Sullivan Analysis

Capex for setting up a solar cell versus module manufacturing plant

Based on stakeholder consultations, setting up a 1 GW solar module manufacturing line will entail an investment
of pprox.. ₹2.5 – 2.75 billion whereas, a similar capacity solar cell manufacturing line will require investment to
the tune of ₹8.5 – 9.0 billion.
Comparison of setting up a 1 GW solar cell and solar module line, ₹ billion

Risk associated with solar cell and solar module manufacturing

The global technology landscape is constantly evolving, and recent developments highlight the importance of
considering potential risks associated with the supply chain. For instance, China recently revised its catalogue of
technologies prohibited or restricted from export. While the manufacturing tools currently procured from China
for solar cell and module production are not subject to such restrictions, this doesn’t guarantee their continued
unrestricted status. If the catalogue is revised further to include the technologies and tools crucial to operations
that is currently sourced from China, India may face challenges in securing these resources from alternative
vendors. Finding suitable replacements at comparable prices and performance levels could prove difficult. This
potential supply chain disruption could ultimately lead to increased capital costs and negatively impact
profitability.
RISK
SOLAR CELL MANUFACTURING SOLAR MODULE MANUFACTURING
CATEGORY

Economic Risks • High initial capital investment required. • Much lower initial capital investment

• Product quality and yield levels have higher • Margin is comparatively lower –
influence on margins. product quality and yield does not vary
much.
• Working capital requirement is comparatively
lower. (High) • High working capital requirement.
(Low)

190
 RISK
SOLAR CELL MANUFACTURING SOLAR MODULE MANUFACTURING
CATEGORY

Market Risks • High entry barrier – competitive intensity is • Very high competitive intensity with
much lower. presence of more than 100 Module
manufacturers
• DCR rule is not applicable on cells.
• DCR rule is applicable on Modules.

• Products are subjected to stringent

standards and specifications.

Technological • Solar cell manufacturing plants confront • Conversely, solar-panel manufacturing

Risks significant technological risks, as rapid plants face lesser risks of obsolescence
advancements in solar technology can swiftly in the assembly process but remain
render existing manufacturing processes reliant on the technological
obsolete. advancements of procured solar cells.

Project • No. of utilities, no. of tools, complexity of • Complexities and utilities requirement
development risks setting up the line is very high. are very low.

• Design, engineering, licensing and permits

requirements are very high.

Process • Two critical parameters define the output – • It typically takes about 45-60 days to
Stabilization average cell efficiency and yield. stabilize the process and throughput of
Risks the line – independent of the process
• Achieving high cell efficiency and high yields team.
typically take anywhere between 6 months to
12 months.

Regulatory Risks • Compliance with intricate standards and • Module manufacturers need to adhere
regulations poses high regulatory risks for solar country specific product certifications,
cell manufacturing. installation standards, adding further
regulatory considerations.

After Sales Risks • Cell does not carry any warranty. • 25 – 30 years warranty

191
 RISK
SOLAR CELL MANUFACTURING SOLAR MODULE MANUFACTURING
CATEGORY

• Poor installation practices can

adversely impact brand reputation and
customer satisfaction.

Supply Chain • Solar cell manufacturing plants encounter • Solar-panel manufacturing plants face
Risks supply chain risks, shortage of gas and added complexity in procuring solar
chemicals and availability of traceable wafer cells and other components for
which can disrupt production schedules and assembly, posing potential supply
output. chain challenges.

Environmental • Solar-cell manufacturing plants contend with • Solar-panel manufacturing plants face
and Health Risks environmental and health risks associated with risks related to waste management and
the handling of hazardous materials in recycling of panel components, posing
manufacturing processes. environmental and health concerns.

Source: Frost & Sullivan Analysis

GLOBAL SOLAR CELL AND MODULE MANUFACTURING LANDSCAPE

Climate actions are driving the growth of Renewables energy globally
The Paris Agreement and subsequent COP meets have spurred international action on climate change, with many
countries implementing low carbon development strategies to meet their individual net zero targets. RE capacity
additions is central to these strategies. Globally, RE capacity has grown at 8.9% CAGR between CY2016 and
CY2022 to reach 3,372 GW, pprox.. 40% of the global power generation capacity. Asia accounts for 48% of this
installed capacity, followed by Europe with 21% share and North America with 15% share. During this period,
solar capacity has grown at 23.6% CAGR to cross 1 TW mark.

192
 Renewables capacity additions by geography, Global, in GW, CY2016 – CY2022

Global solar capacity is projected for an accelerated growth driven by climate challenges, ambitious
national targets, and policy support
Solar dominance is set to rise, with installed capacity projected to reach 2,359 GW by CY2027. By CY2024, solar
power is expected to overtake hydropower, followed by natural gas in CY2026 and coal in CY2027, thereby
becoming the largest installed electricity capacity globally. Despite facing challenges such as COVID-related
disruptions and supply-chain bottlenecks, solar continued its rapid growth trajectory. The renewable energy sector
remained resilient, with solar power leading the charge towards a cleaner and more sustainable energy future.
The Russia-Ukraine conflict acted as a catalyst for this clean energy transitions, underscoring the importance of
energy security on a global scale. This geopolitical event highlighted the need for diversified and distributed
energy sources and accelerated the adoption of clean and renewable energy technologies worldwide.
Leading economies like China, the US and India are spearheading this transition, aiming to double their renewable
energy capacity within the next five years. Policy initiatives such as the REPowerEU plan and the Inflation
Reduction Act in the US are providing long-term support for solar investments and manufacturing. Other policies,
including feed-in tariffs, renewable energy mandates and tax breaks have made solar a more attractive and cost-
competitive option for electricity generation. This trend is expected to continue, with investments in solar
projected to surge as it becomes the preferred and most economical power source globally.
Solar installed capacity, Global, in GW, CY2017 – CY2027E

On an annual basis, 266 GW of solar capacity was added in CY2023. CY2023 also a landmark in terms of overall
renewable capacity additions by 520 GW – the highest in the last two decades. Annual solar capacity additions
are expected to be in the same range and likely to add 294 GW by CY2027.

193
 Annual solar capacity additions, Global, in GW, CY2017 – CY2027E

The factors that are driving the global solar Energy landscape are:
Corporate Sustainability Initiatives:

• RE100: A global initiative in which businesses commit to powering their operations with 100%
renewable energy. This initiative directly translates to increased demand for solar power purchase
agreements and on-site solar installations.

• International Solar Alliance (“ISA”): An alliance of over 100 signatory countries including India
focused on promoting solar energy deployment in member nations. The ISA facilitates knowledge
sharing, technology transfer, and joint project development, collectively accelerating solar adoption
across the globe.

Government Policy Frameworks:

• IRA: The US Inflation Reduction Act offers tax credits and incentives for renewable energy projects,
including solar. The act extends and expands the existing investment tax credit for solar photovoltaic
systems to 30% for the next decade, making solar installations more affordable. Additionally, the IRA
introduces a new clean electricity investment tax credit starting in 2025, offering similar benefits for
clean energy generation, including solar. This is likely to stimulate domestic solar systems demand in
the US.

• Green Grids Initiative – One Sun, One World, One Grid: This initiative aims to create a global
interconnected grid capable of transmitting renewable energy across borders. This would enable
greater utilization of solar resources and further incentivize investment in solar generation capacity.

International Climate Change Negotiations (COP28):

• COP28: The 28th Conference of the Parties to the UNFCCC will likely see renewed focus on ambitious
climate goals. Stringent emissions reduction targets set at COP28 could translate into increased policy
support for renewable energy, including solar, further propelling demand.

Cumulative global solar module and cell manufacturing capacity crossed 1 TW in CY2022 – China is
leading the pack but Asia is showing signs of diversification, particularly with India’s rapid growth
Global cumulative solar module and cell manufacturing capacity has surpassed 1 TW in CY2022. China has been
leading the solar manufacturing sector with an installed capacity of 504 GW of solar modules in CY2022. The
country’s sustained investment in solar energy infrastructure, ambitious energy targets, and favorable regulatory
environment have propelled its position as the world’s largest solar market. While China remains the dominant
player in the global solar market, the ongoing trends suggest potential diversification within the supply chain.

194
 Solar module and cell manufacturing capacity split by region, CY2022

The Asia-Pacific region ranks second in solar module installations, with a total capacity of 83 GW. Countries like
Japan, South Korea and Australia have emerged as significant contributors to solar energy deployment, driven by
supportive policies, technological advancements and growing environmental awareness. India’s solar module
installations have shown significant growth, reaching 39.5 GW. Overdependence on China for cells, modules,
wafers and other raw materials have created an environment which is fostering a ‘China Plus One’ strategy in the
industry, encouraging the diversification of manufacturing bases. These positive external factors coupled with
favorable labor costs, government support and incentives position India as an attractive and competitive location
for solar manufacturing. The country’s strong commitment to renewable energy, ambitious targets, and favorable
regulatory framework have attracted substantial investments in solar power projects, positioning India as one of
the key players in the global solar market.
Solar cell capacity serves as a fundamental indicator of a region’s readiness to harness solar energy for electricity
generation. China leads the global solar cell capacity market with a capacity of 493 GW. India also made notable
strides with a solar cell capacity of 7.6 GW at the end of CY2022.
A heightened focus on solar photovoltaic supply chain diversification has emerged in recent months, with
governments in the United States, Europe and India spearheading the initiative. However, differences in policy
design between India and the United States have led to the promotion of different PV production segments. While
India’s PLI focuses on integrated facilities, the US IRA provides tax credits for various PV segments, leading to
mostly segment-specific project announcements.
Global solar cell and module production market are poised for exponential growth
In the last decade, China has risen as the leading hub for solar PV manufacturing due to supportive governmental
policies, sustained innovation, and significant investments, surpassing Europe, Japan and the United States. Global
PV shipments exceeded 300 GW in CY2022.
Governments in the US, Europe and India have initiated measures to diversify the solar PV supply chain. For
instance, India introduced the PLI scheme, while the US implemented the IRA, offering direct financial incentives
to domestic manufacturers to enhance their competitiveness against Chinese counterparts. These nation-specific
initiatives are anticipated to bolster manufacturing capacities globally, thereby meeting the global demand for
solar modules and cells in the coming years.

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 Global solar module production, GW, CY2017 – CY2022

In value terms, the global solar module market size has been estimated at USD 98.5 billion in FY2022 – the market
has grown at 51.8% CAGR in the last three years. On the other hand, solar cell market has grown at 39.6% CAGR
to reach USD 41.7 billion in CY2022.
Global solar module and cell market, USD Bn, CY2020 – CY2022

Annual solar deployment in the U.S. crossed the 30 GW mark in CY2023; Module manufacturing capacity
reached 16.1 GW; Solar cell manufacturing is yet to pick up
Solar PV accounts for 53% electricity generation capacity additions in CY2023
Solar PV accounted for 53% of electricity generation capacity additions in CY2023. The first full year under the
IRA was record-setting for the U.S. solar industry, which deployed 32.4 GW of capacity. This significant surge
in installations resulted in the industry’s most substantial year, grossly surpassing the 30 GW capacity threshold.
For the first time, solar PV constituted more than half of new generating capacity, reflecting the sector’s significant
contribution to the evolving energy landscape in the US.

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 Electricity capacity addition trends by fuel sources, US, CY2017 – CY2023

The growth observed in CY2023 across different segments of the solar industry stemmed from various
contributing factors unique to each sector. Residential solar experienced a 12% increase, adding 6.8 GW of
capacity, primarily driven by heightened installations in California. This surge was prompted by customers seizing
the opportunity to benefit from more favorable net metering regulations before the transition to net billing in April.
Utility-scale installations experienced a significant surge, reaching 22.5 GW of capacity, marking a remarkable
77% increase over CY2022. This growth was facilitated by increased module import volumes throughout the year,
as importers collaborated with Customs and Border Protection to ensure compliance with the Uyghur Forced
Labor Prevention Act (“UFLPA”). Moreover, the temporary moratorium on new anticircumvention tariffs
applicable to certain imports from four Southeast Asian countries including Vietnam, Malaysia, Cambodia and
Thailand provided stability to the solar supply chain, albeit scheduled to end in June 2024.
Solar module manufacturing capacity in the United States and outlook
To reduce reliance on imported products, the government has implemented various measures, including anti-
dumping duties on shipments from China and Taiwan. Additionally, the passing of the IRA in 2022 aims to bolster
domestic manufacturing capabilities. In CY2023, the U.S.’s module manufacturing capacity has grown from 8.5
GW to 16.1 GW. To further strengthen the domestic manufacturing base, the Department of Energy has set an
ambitious target of achieving an integrated manufacturing capacity of over 50 GW by CY2030. To support this
goal, several key industry players have announced expansion plans to increase production capacity within the
country.
Solar module manufacturing capacity in the United States, GW, CY2022 – CY2026E

Upcoming solar cell manufacturing capacity in the United States

The U.S. currently lacks domestic cell manufacturing capability. This disparity between module and cell capacity
creates a flourishing demand for solar cells.

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This is evident from the announced, under-construction and proposed expansion projects. These plans underscore
the country’s commitment to expanding renewable energy infrastructure and accelerating the transition towards a
cleaner, more sustainable future.
Upcoming solar cell manufacturing capacity in the United States, GW, CY2023 – CY2026E

Opportunity for Indian solar cell manufacturers

With limited domestic cell production, the US is heavily reliant on overseas suppliers to meet the demand for
solar cells. This situation creates a lucrative opportunity for foreign solar cell manufacturers to capitalize on the
burgeoning US solar market. By establishing a presence in the US or exporting cells to meet this growing demand,
foreign manufacturers can gain a significant foothold in a rapidly expanding market.
A confluence of factors is propelling the rise of India as a major solar cell exporter to the US market. Firstly, US
regulations like the IRA incentivize domestic solar panel manufacturing, potentially leading to a surge in demand
for solar cells which is a key component. This presents a significant opportunity for Indian cell manufacturers.
Additionally, existing regulations like Anti-Dumping Duties on Chinese imports make Indian cells a more
attractive option for US companies. Furthermore, the UFLPA adds another layer of complexity for US businesses
sourcing from China. Companies aiming to comply with the UFLPA would be more inclined to partner with
Indian cell manufacturers to ensure ethical sourcing and avoid potential legal issues. Moreover, The U.S. market
is particularly significant, with a growing demand for solar cells and solar modules that use materials with clear
traceability due to certain policies and legislation. This convergence of factors positions India as a strategic partner
for the US solar industry.
Premier Energies, the second largest solar cell manufacturer in India in terms of annual installed capacity at the
end of FY2024, is also the largest solar cell exporter to the US market between April 2023 – Jan 2024. The
company exported USD 31.1 million worth of solar cells to the US during this period.
COMPETITIVE BENCHMARKING
Operational benchmarking
India’s solar manufacturing landscape involves as a well-established solar module manufacturing ecosystem and
a limited number of solar cell manufacturing companies. In this section, Premier Energies has been benchmarked
on the set of operational and financial parameters with key competitors in the Indian market.
Operational benchmarking of the key competitors
PREMIER WAAREE
PARAMETERS MUNDRA SOLAR RENEW-SYS
ENERGIES ENERGIES
Year of establishment 1995 2015 1989 2011
Annual installed module and 3.36 + 2.00 4.00 + 4.00 12.00 + 0.00 1.85 + 0.13
cell capacity (GW)
% share of solar cell installed
27.7% 55.6% 0% 1.8%
capacity
Integrated capacity (module + 2.00 4.00 0.00 0.13
cell) (GW)
Polycrystalline and Monocrystalline and Monocrystalline
Multi-crystalline,
monocrystalline Si polycrystalline /multi-PERC, bifacial,
Technology mono PERC, and
cells, monocrystalline modules, half-cut and full-cell
bifacial modules
PERC, polycrystalline monocrystalline modules

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 PREMIER WAAREE
PARAMETERS MUNDRA SOLAR RENEW-SYS
ENERGIES ENERGIES
modules, TOPCon PERC, bifacial,
equipped module line flexible modules,
BIPV
Source: Frost & Sullivan Analysis

Operational benchmarking of the key competitors

PARAMETERS VIKRAM SOLAR GOLDI SOLAR JUPITER SOLAR WEBSOL
Year of establishment 2006 2011 1978 1990
Annual installed module and 3.50 + 0.00 3.30 + 0.00 0.50 + 0.30 0.25 + 0.25
cell capacity (GW)
% share of solar cell installed
0.0% 0.0% 4.2% 3.5%
capacity
Integrated capacity (module + 0.00 0.00 0.30 0.25
cell) (GW)
Monocrystalline PERC
Multi-crystalline cells,
mono-facial and Multi-crystalline PV Monocrystalline,
monocrystalline
Technology bifacial, half-cut and cells, monocrystalline polycrystalline
PERC, PECVD and
full cell modules, PERC cells modules
TOPCon
poly-Si modules
Source: Frost & Sullivan Analysis

India’s solar module installed manufacturing capacity reached approximately 60 GW at the end of FY2024.
However, the country has an installed capacity of around 7.2 GW for solar cells at the end of FY2024. The
domestic companies are increasingly focusing on backward integration and setting up integrated manufacturing
facilities. Premier Energies emerged as a major player in the Indian solar PV manufacturing sector, having an
integrated cell and module manufacturing capacity of 2.0 GW.
Financial benchmarking

Revenue from operation of key competitors, value in ₹ million, FY2021 – FY2023

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 Y-o-Y growth in Revenue from operations of key competitors, India, in percentage, FY2021 – FY2023

Revenue growth = (Current year revenue – previous year revenue) / previous year revenue
EBITDA of key competitors, India, value in ₹ million, FY2021-FY2023

EBITDA is calculated as profit for the year / period plus tax, finance cost, depreciation, and amortization, less
share of profit / loss from associates.

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 EBITDA margin of key competitors, India, in percentage, FY2021 – FY2023

EBITDA margin is calculated as EBITDA divided by total income. Total income is calculated as revenue from
operations and other income.
PAT of key competitors, India, Value in ₹ million, FY2021 - FY2023

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 PAT Margin of key competitors, India, in percentage, FY2021 - FY2023

PAT Margin has been calculated as restated profit for the year during the given period as a percentage of total
income during that period.
RoE and RoCE of key competitors, India, in percentage, FY2021-FY2023

Return on Equity has been calculated as restated profit for the period/ year (owners share) / average total equity
(excluding non-controlling interest); Return on capital employed has been calculated as restated profit before tax
+ finance cost/ by average capital employed where average capital employed is the average of opening and closing
values of total equity (excluding non-controlling interest and capital reserves), total debt (including lease liabilities
and accrued interest), deferred tax liabilities (net of deferred tax asset) less intangible assets including goodwill.

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 Debt to equity ratio comparison of key competitors, India, FY2021 - FY2023

Debt to equity ratio has been calculated as debt divided by total equity (excluding non-controlling interest); Total
Debt = Long-Term borrowings + Short-Term borrowings + Inter corporate loans + interest accrued+ lease
liabilities.

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 OUR BUSINESS

Some of the information in this section, including information with respect to our business plans and strategies,
contains forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking
Statements” on page 20 for a discussion of the risks and uncertainties related to those statements and also “Risk
Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
pages 31 and 351, respectively, for a discussion of certain factors that may affect our business, financial condition
or results of operations. Our actual results may differ materially from those expressed in or implied by these
forward-looking statements.

Unless otherwise indicated or the context otherwise requires, the financial information included herein is based
on or derived from our Restated Consolidated Financial Information included in this Draft Red Herring
Prospectus. For further information, see “Restated Consolidated Financial Information” on page 280. Our
financial year ends on March 31 of each year, so all references to a particular financial year / Fiscal are to the
12-month period ended March 31 of that year.

Unless the context otherwise requires, in this section, references to “we”, “us” and “our” are to Premier
Energies Limited on a consolidated basis while references to “our Company” or “the Company”, are to Premier
Energies Limited on a standalone basis.

Unless otherwise indicated, industry and market data used in this section has been derived from industry
publications, in particular, the report titled “Industry Report on Solar Cell and Module Market” dated April 18,
2024 (the “F&S Report”) prepared and issued by Frost & Sullivan (India) Private Limited (“F&S”), appointed
by us on February 6, 2024 and exclusively commissioned and paid for by us in connection with the Offer. A copy
of the F&S Report is available on the website of our Company at https://premierenergies.com/investor-
relations/ipo-documents. The data included herein includes excerpts from the F&S Report and may have been re-
ordered by us for the purposes of presentation. F&S is an independent agency and is not related to the Company,
its Directors, Promoters or Selling Shareholders. There are no parts, data or information relevant for the
proposed Offer, that has been left out or changed in any manner. Unless otherwise indicated, financial,
operational, industry and other related information derived from the F&S Report and included herein with
respect to any particular year refers to such information for the relevant calendar year. For more information,
see “Risk Factors – Industry information included in this Draft Red Herring Prospectus has been derived from
an industry report commissioned by us, and paid for by us for such purpose” on page 67. Also see, “Certain
Conventions, Use of Financial Information and Market Data and Currency of Presentation – Industry and
Market Data” on page 17.

OVERVIEW

Our Company has 29 years of experience in the solar industry and during this time, we have grown to become
India’s second largest integrated solar cell and solar module manufacturer with an annual installed capacity of 2
GW and 3.36 GW, respectively, as of March 31, 2024. (Source: F&S Report) In relation to only solar cells, we
are also the second largest domestic manufacturer in terms of annual installed capacity as of March 31, 2024.
(Source: F&S Report)

Our business operations include (i) the manufacturing of solar photovoltaic (“PV”) cells, (ii) the manufacturing
of solar modules including custom made panels for specific applications, (iii) the execution of EPC projects, (iv)
independent power production, (v) O&M services with respect to EPC projects executed by our Company and
(vi) the sale of other solar-related products.

As of the date of this Draft Red Herring Prospectus, we have five manufacturing facilities, all of which are situated
on land that we own, in Hyderabad, Telangana, India. Combined, our manufacturing facilities have an annual
installed capacity of 2 GW for solar cells and 3.36 GW for solar modules as of the date of this Draft Red Herring
Prospectus. Our manufacturing facilities as of the date of this Draft Red Herring Prospectus are categorized as
follows:

Manufacturing Entity Products Annual Installed Location

Facility Manufactured Capacity
Unit I Premier Solar module line 260 MW module Sy. No. 53, 56P, 57, 60P, Annaram
Energies Village, Gummadidala – Mandal,

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 Manufacturing Entity Products Annual Installed Location
Facility Manufactured Capacity
Limited Sangareddy District 502313,
(“PEL”) Telangana, India
Unit II PEPPL Solar module and 1,400 MW module and Plot No 8/B/1 and 8/B/2, Sy No 62
cell line 750 MW cell P 63, And 88 P, E City, Raviryala
Village, Maheshwaram Mandal,
* IREDA has Ranga Reddy 501359, Telangana,
sanctioned a loan for India
implementation of
1,000 MW cell
manufacturing facility
and expected to be
commissioned within
Fiscal 2025
Unit III PEIPL Solar cell line 1,250 MW cell
Unit IV PEIPL Solar module line 1,600 MW module Plot No. S-95, S-96, S-100, S-101,
Unit V PEGEPL Solar module line 100 MW module S-102, S-103, S-104,
Maheshwaram Mandal, Srinagar
*IREDA has sanctioned Village, Raviryal Industrial Area,
a loan for FAB City, Rangareddy 501359,
implementation of 1,034 Telangana, India
MW module
manufacturing facility
and expected to be
commissioned within
Fiscal 2025

We have taken steps such as ordering the necessary equipment and machines to (i) increase our annual installed
capacity for solar modules by commissioning a 1,034 MW solar module line in Unit V which will be capable of
assembling modules with solar cells which employ either TOPCon or HJT; and (ii) increase our annual installed
capacity for solar cells by commissioning a 1,000 MW TOPCon solar cell line in Unit II. We have procured
financing for these additional module and cell lines through IREDA, which has estimated project costs of ₹1,750
million and ₹6,694 million, respectively. We expect both additional cell and module lines to be ready within Fiscal
2025.

Our Unit II manufacturing facility is India’s first LEED gold rated solar manufacturing facility as certified by the
U.S. Green Building Council (“USGBC”) v4 Building Design and Construction: New Construction and Major
Renovations in August 2022. (Source: F&S Report) As of December 31, 2023, Unit II is equipped with a
monocrystalline PERC solar cell line with an annual installed capacity of 0.75 GW and a dedicated solar module
line with an annual installed capacity of 1.4 GW.

We established a 75 MW capacity solar cell manufacturing line in 2011 before becoming one of the first
companies in India to manufacture solar cells at scale through the introduction of a solar cell line with an annual
installed capacity of 500 MW in Fiscal 2021 and 250 MW in Fiscal 2022. (Source: F&S Report) The experience
we gained through this process is one of the contributing factors which led to our development of India’s first
bifacial monocrystalline PERC solar cell based on the M10 - 182mm x 182 mm format in 2022. (Source: F&S
Report) On a monthly basis, we are able to manufacture up to 14 million M10 sized solar cells. Based on import
data available for April 2023 to January 2024, we were also the largest Indian exporter of solar cells to the United
States (99% market share), one of the largest markets for solar modules globally. (Source: F&S Report)

Since Fiscal 2017, India’s solar module manufacturing capacity has increased substantially, from 4.2 GW to 39.5
GW at the end of Fiscal 2023 at a compounded annual growth rate of 45.3%. (Source: F&S Report) The capacity
has further increased to 60 GW in Fiscal 2024 and may cross 100 GW by Fiscal 2028. (Source: F&S Report) With
the market for solar modules expected to continue to grow in India on account of ambitious government targets
and increasing demand for clean energy (Source: F&S Report), we intend to capitalize on this growth momentum
by utilizing a portion of the proceeds from the Fresh Issue towards expanding our current manufacturing capacities
by commissioning an additional 4 GW TOPCon solar cell line and an additional 4 GW TOPCon solar module
line. For further information, see “Objects of the Offer” on page 119.

Our EPC division has executed several projects in India including, among others, the establishment of a rooftop
solar system, a canal top project and other large-scale solar power projects. These include a 100 MW project for

205
a Navratna public sector undertaking, a 20 MW canal bank and canal top project in Uttarakhand for a state
government power generation company and 18 MW and 15 MW projects in Karnataka. For further information,
see “Our Business – Our Business Operations – EPC Solutions” on page 219.

Our Company also operates a 2 MW solar power plant which was commissioned in 2012 under the Jawarharlal
Nehru National Solar Mission in Jharkhand, India.

Our key customers across our business offerings include several IPPs, original equipment manufacturers
(“OEMs”) and off-grid operators such as National Thermal Power Corporation Limited (“NTPC”), TATA Power
Solar Systems Limited, Panasonic Life Solutions Private Limited (“Panasonic”), Continuum Green Energy
(India) Private Limited (“Continuum”), Shakti Pumps (India) Limited (“Shakti Pumps”), First Energy 6 Private
Limited, a Thermax Group Company (“First Energy”), Bluepine Energies Private Limited, Luminous Power
Technologies Private Limited (“Luminous”), Hartek Solar Private Limited (“Hartek”), Green Infra Wind Energy
Limited (a subsidiary of Sembcorp Green Infra Limited), Madhav Infra Projects Limited (“Madhav”),
SolarSquare Energy Private Limited (“SolarSquare”) and Axitec Energy India Private Limited (“Axitec”). As of
March 15, 2024, we had an order book of ₹53,620.51 million of which ₹11,974.98 million was in relation to non-
DCR solar modules, ₹32,129.03 million was in relation to DCR solar modules, ₹8,015.92 million was in relation
to solar cells and ₹1,500.57 million was in relation to EPC projects. For further information on our order book,
see “Our Business – Strengths – We have a diversified customer base with strong customer relationships both
within India and overseas with a strong order book” on page 211.

We have a professional and experienced management team led by our Promoters who have significant experience
in the solar industry. Surender Pal Singh Saluja, our Chairman and Whole-Time Director, founded our Company
in 1995 and oversees the operations and finance functions of our Company and its subsidiaries (the “Group”).
Our Managing Director, Chiranjeev Singh Saluja, was instrumental in the growth in our operations to 2 GW
annual installed capacity for solar cells and 3.36 GW annual installed capacity for solar modules as of the date of
this Draft Red Herring Prospectus. We are also supported by our Key Managerial Personnel as well as our Senior
Management. The experience of our management team has been critical in building our operations over the years.

In September 2021, we received investment of ₹1,770 million from South Asia Growth Fund II Holdings LLC
and South Asia EBT Trust, affiliates of a global private equity management fund focused on investing in climate
solutions.

Our financial performance over the last three Fiscals and the nine months ended December 31, 2023 in terms of
our revenue from operations, EBITDA and profit / (loss) after tax are set forth in the table below for the years /
period indicated. Our revenue from operations increased at a compounded annual growth rate (“CAGR”) of
42.71% from Fiscal 2021 to Fiscal 2023 and is calculated as follows:

(CAGR is calculated as (Ending Value / Beginning Value) ^ (1 / Number of Years) – 1)

Nine months
ended
Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023
December 31,
2023
(₹ million, except percentages)
Revenue from operations 7,014.58 7,428.71 14,285.34 20,172.06
EBITDA(1) 884.66 537.38 1,128.81 3,088.57
EBITDA Margin(2) 12.02% 7.01% 7.71% 15.19%
Profit Before Tax 558.19 (156.91) (77.60) 1,748.05
PBT Margin(3) 7.58% (2.05)% (0.53)% 8.60%
Profit after tax 258.07 (144.08) (133.36) 1,274.02
PAT Margin(4) 3.51% (1.88)% (0.91)% 6.27%
ROE(5) 10.37% (4.66)% (3.18)% 26.77%*
ROCE(6) 14.47% 3.63% 5.94% 15.99%*
* Not annualized.

Notes:
(1) EBITDA is calculated as restated profit for the year / period plus tax, finance cost, depreciation, and amortization, less share of profit /
loss from associates.
(2) EBITDA Margin is calculated as EBITDA divided by total income. Total income is calculated as revenue from operations and other
income.
(3) PBT Margin is calculated as restated profit before tax for the year / period divided by total income.
(4) PAT Margin is calculated as restated profit after tax for the year / period divided by total income.

206
(5) ROE is calculated as restated profit for the period / year (owners share) divided by average total equity (excluding non-controlling
interest) whereas average total equity is the average of opening and closing total equity (excluding non-controlling interest) as disclosed
in the Restated Consolidated Financial Information.
(6) ROCE is defined calculated as EBIT divided by average capital employed where (a) EBIT is EBITDA less depreciation and amortization
and (b) average capital employed is the average of opening and closing values of total equity (excluding non-controlling interest and
capital reserves), total debt (including lease liabilities and accrued interest), deferred tax liabilities (net of deferred tax asset) less
intangible assets including goodwill).

The table below provides details of our segmented income as a percentage of our revenue from operations for
Fiscals 2021, 2022 and 2023 and the nine months ended December 31, 2023:

Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023 Nine months ended
December 31, 2023
Amount Percentage Amount Percentage Amount Percentage Amount Percentage
(₹ million) of revenue (₹ million) of revenue (₹ million) of revenue (₹ million) of revenue
from from from from
operations operations operations operations
(%) (%) (%) (%)
Income from 3,327.67 47.44 3,179.01 42.79 11,422.47 79.76 17,689.00 87.69
sale of
manufactured
goods
- Sale of solar — — 336.01 4.52 1,856.26 12.99 4,037.30 20.01
cells
- Sale of solar 3,327.67 47.44 2,843.00 38.27 9,566.51 66.97 13,651.70 67.68
modules
Income from 818.46 11.67 2,379.02 32.02 1,669.72 11.69 1,385.35 6.87
sale of traded
goods
- Sale of solar — — — — 549.31 3.85 653.43 3.24
modules
- Sale of solar 61.64 0.88 744.45 10.02 768.03 5.38 576.50 2.86
cells
- Sale of solar 756.82 10.79 1,634.57 22.00 352.38 2.47 155.42 0.77
accessories
and silicon
wafers
Revenue from 39.13 0.56 40.47 0.54 42.87 0.30 29.38 0.15
power supply
Income from 2,829.32 40.33 1,830.21 24.64 1,138.44 7.97 1,034.62 5.13
contracts
- Construction 2,724.32 38.84 1,812.80 24.40 1,103.74 7.73 1,034.13 5.13
and project-
related
activities
- Technical 105.00 1.50 17.41 0.23 34.7 0.24 0.49 0.00
know how -
Consultation
Other — — — — 11.54 0.08 33.71 0.17
operating
revenue
- Job work — — — — 4.49 0.03 14.35 0.07
services
- Sale of scrap — — — — 7.05 0.05 19.36 0.10
Total 7,014.58 100.00 7,428.71 100.00 14,285.34 100.00 20,172.06 100.00

The table below provides details of our revenue from domestic and export sales as a percentage of our revenue
from operations for Fiscals 2021, 2022 and 2023 and the nine months ended December 31, 2023:

Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023 Nine months ended
December 31, 2023
Amount Percentag Amount Percentag Amount Percentag Amount Percentag
(₹ million) e of (₹ million) e of (₹ million) e of (₹ million) e of
revenue revenue revenue revenue
from from from from
operation operation operation operation
s s s s
(%) (%) (%) (%)
Revenue from 6,923.92 98.71 7,360.59 99.08 14,210.38 99.48 16,727.13 82.92
domestic sales
Revenue from export 90.66 1.29 68.12 0.92 74.96 0.52 3,444.93 17.08
sales

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 Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023 Nine months ended
December 31, 2023
Amount Percentag Amount Percentag Amount Percentag Amount Percentag
(₹ million) e of (₹ million) e of (₹ million) e of (₹ million) e of
revenue revenue revenue revenue
from from from from
operation operation operation operation
s s s s
(%) (%) (%) (%)
Total 7,014.58 100.00 7,428.71 100.00 14,285.34 100.00 20,172.06 100.00

We have a focus on sustainability and have adopted several environment, social and governance (“ESG”)
strategies and initiatives to, among others, lower our carbon footprint. For example, we use a zero liquid discharge
system to recycle 100% of the water used in our manufacturing processes – 91% of such water is recovered for
reuse while 9% is lost through evaporation. We also have a 6.61 MW of solar panels installed on the roofs of our
manufacturing facilities which provides 10% of the power consumption requirements for the manufacturing
facilities as of March 2024. See “Our Business – Our Business Operations – Environment, Social and
Governance” on page 231. Through this and other endeavors, we have been recognized with awards such as
winner in the category of Leading Renewable Energy Manufacturers and Excellence in Sustainability in the 2023
Renewable Energy India Awards, Best Sustainability Practices – Silver Category award by the Government of
Telangana’s Industrial and Commerce Department in the Industry Awards 2022, among others. For more details,
see “Our Business – Our Business Operations – Awards” on page 230.

Ultra-pure water generation plant at Unit II

6.61 MW solar rooftop plant

STRENGTHS

We benefit from the following strengths:

We are India’s second largest integrated solar cell and solar module manufacturer as well as India’s second
largest solar cell manufacturer

208
As of March 31, 2024, we are India’s second largest integrated solar cell and solar module manufacturer as well
as India’s second largest solar cell manufacturer. (Source: F&S Report) As of the date of this Draft Red Herring
Prospectus, we have an aggregate annual installed capacity of 2 GW for solar cells and 3.36 GW for solar modules.

The table below shows how our solar cell and solar module annual installed capacity has increased over the past
25 years to reach our current annual installed capacity as of the date of this Draft Red Herring Prospectus and also
shows our long track record in the solar module manufacturing space:

Year Milestone Total Solar Cell Total Solar Module

Capacity Capacity
2011 Established a solar cell line with an annual capacity of 75
MW and a solar module line with an annual capacity of
100 MW in Unit I 75 MW 100 MW
2017 Expanded the installed capacity of the solar module line in
Unit I by 370 MW 75 MW 470 MW
2021 Established a fully integrated 500 MW capacity solar cell 500 MW(1) 1,220 MW
line and a 750 MW capacity solar module line in Unit II
2022 Expanded the installed capacity of the solar cell and 750 MW 1,370 MW
module lines in Unit II by 250 MW and 150 MW,
respectively
2023 • Established a solar cell line in Unit III with an 2,000 MW 3,260 MW(2)
annual capacity of 1,250 MW
• Established a solar module line in Unit IV with an
annual capacity of 1,600 MW
• Expanded the installed capacity of the solar module
line in Unit II by 500 MW
2024 Established a solar module line in Unit V with an annual 2,000 MW 3,360 MW
capacity of 100 MW
Notes:
(1) Retired the 75 MW capacity solar cell manufacturing line in Unit I in 2018.
(2) Reduced the installed capacity of the solar module line in Unit I by 210 MW.

The table below shows our capital expenditure in relation to the expansion of our solar cell and solar module
annual installed capacity for the past three Fiscals and up to March 31, 2024:

Manufacturi Subsidiary Product Annual Date of IREDA Actual

ng Unit Installed Commissioning Appraised Capital
Capacity Project Cost Expenditure
(₹ million) (₹ million)
Unit II PEPPL Cell 500 MW May 26, 2021 2,250.00 4,118.85
Unit II PEPPL Cell 250 MW June 22, 2022 1,420.00
Unit II PEPPL Module 750 MW July 2, 2021 1,258.30 1,276.25
Unit III PEIPL Cell 1,250 MW October 4, 2023 4,995.50 4,481.98
Unit IV PEIPL Module 1,600 MW December 31, 2023 2,004.50 2,019.47
Unit V PEGEPL Module 100 MW March 12, 2024 — 38.29
Unit II PEPPL Cell 1,000 MW Expected within 6,694.00 Nil
Fiscal 2025
Unit V PEGEPL Module 1,034 MW Expected within 1,750.00 1,077.25
Fiscal 2025

At present, we manufacture our solar cells and solar modules across five manufacturing facilities, all of which are
situated on land that we own, in Hyderabad, Telangana. We use industrial-grade automated tools throughout our
manufacturing facilities. Currently in Units I, IV and V, we only manufacture solar modules while in Unit II, we
manufacture both solar cells and solar modules and in Unit III, we only manufacture solar cells. We are on course
to commission an additional solar module line in Unit V with an annual installed capacity of 1,034 MW and a
TOPCon solar cell line in Unit II with an annual installed capacity of 1,000 MW within Fiscal 2025. See “Our
Business – Our Business Operations – Credit Ratings and Debt Raising” on page 232.

Our backward integration and integrated structure helped us gain access to the market for Domestic Content
Requirement (“DCR”) solar modules which requires solar cells and modules to be manufactured in India. (Source:
F&S Report) With government initiatives like the PM-KUSUM Scheme and the CPSU scheme in play, there is
an emphasis on the utilization of DCR solar modules within the domestic solar market. (Source: F&S Report)
Similarly, the recent Grid Connected Solar Rooftop Programme, a government scheme that aims to provide free

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electricity to 10 million households in India by providing households with a subsidy to install solar rooftop systems
on the roof of their homes, also exclusively requires the utilization of DCR solar modules. (Source: F&S Report)
These programs are essential as they provide a framework for the adoption and use of domestically-produced solar
products. We believe we are well insulated from new entrants into the integrated solar cell and module
manufacturing industry owing to high entry barriers such as high capital expenditure, technical expertise and long
lead times of approximately 15 to 18 months in order to establish a manufacturing line and approximately six to
nine months to operationalize and stabilize the manufacturing line and process. These high entry barriers, coupled
with our status as an established and sizeable integrated player, holds us in good stead compared to new entrants
for such government initiatives and tenders. (Source: F&S Report)

Our integrated status supports our overseas revenue streams especially from countries such as the United States
owing to our products, particularly our solar cells, being manufactured in India, thereby providing such overseas
customers with comfort with respect to the traceability of the components we use in our manufacturing process.
Such traceability is especially important for countries such as the United States which have strict policies on the
origination of raw materials and components. See “Our Business – Our Business Operations – Raw Materials
and Components” on page 223. For the nine months ended December 31, 2023, we were the largest Indian
exporter of solar cells to the United States (99% market share), which is one of the largest markets for solar panels
globally (Source: F&S Report), with a total of 230.75 MW of solar cells exported globally.

Furthermore, our ability to produce both solar cells and solar modules affords us greater cost and quality control
across our operations. For further details of our quality control processes, see “Our Business – Our Business
Operations – Quality Control, Testing and Certifications” on page 228.

Our depth of experience in both solar cell and solar module manufacturing, our established market presence, track
record of capacity enhancements, and vertical integration have not only resulted in us achieving our present market
position, but also poise us to seize growth opportunities in the solar energy industry within India and overseas.

We have a long track record in the solar module manufacturing sector

We commenced solar module manufacturing in 1999 and have grown this to 3.36 GW annual installed capacity
as of the date of this Draft Red Herring Prospectus. This includes the 1,600 MW annual installed capacity module
line commissioned in Unit IV in December 2023 which is equipped with TOPCon technology.

Further, all our solar module production lines (save for Unit I) are automated. This is important as this reduces
the incidence of human error and possible degradation in the quality of the modules we produce.

Through our long track record in the solar module manufacturing industry, we have been able to build up
recognition for our brand and have established our credentials. Our strength in module production is evidenced
by awards such as 12 of our modules being recognized as “top performers” in module reliability from PV
Evolution Labs (“PVEL”) in PVEL’s PV Module Reliability Scorecard in 2023. Such recognition has aided us in
becoming a supplier of modules to IPPs like Continuum, First Energy and other EPC players. We are also an
OEM provider for several business-to-consumer companies such as Panasonic, Luminous and Axitec, among
others. Our relationships with international companies have provided us with significant experience in
international best practices especially in the field of quality manufacturing.

We have technical expertise in solar cell line production

In 2022, we completely transitioned from the production of polycrystalline solar cells to monocrystalline PERC
solar cells owing to higher efficiencies provided by the latter. (Source: F&S Report) Now, we have plans to
transition towards the manufacturing of TOPCon solar cells given the even greater efficiencies afforded by such
cells which are capable of achieving efficiencies between 24.5% to 25.2% compared to between 23.2% to 23.7%
for PERC cells. (Source: F&S Report) We believe the ability to adapt to new and ever-changing technologies, as
evidenced by our transition from polycrystalline cells to monocrystalline cells and now to TOPCon cell
technology, is one of our key strengths.

Solar cell production is a complex and technical process within the solar module production value chain which
requires multiple chemical and gas-based steps and encompasses intricate procedures such as texturing, diffusion,
selective emitter laser, polishing and oxidation annealing to convert raw silicon wafers into solar cells. (Source:
F&S Report) While the annual installed capacity for solar modules in India has increased from 7.6 GW in Fiscal
2020 to an expected 60 GW in Fiscal 2024, representing an increase of 52.4 GW during this period, the annual

210
installed capacity for solar cells has only increased by 6.2 GW, from 1.0 GW in Fiscal 2020 to an expected 7.2
GW in Fiscal 2024. (Source: F&S Report) This is partially due to the high capital expenditure, technical know-
how and long lead times in set-up and process stabilization required in connection with solar cell manufacturing.
For more details on the solar cell manufacturing process, see “Our Business – Our Business Operations – Solar
Cell Manufacturing – Manufacturing Process” on page 225. We have accrued considerable technical expertise
and experience in the intricacies of the solar cell production process and understand that the process involves a
steep learning curve and that long lead times are required in order to not only simply set up a solar cell line but to
also stabilize the production process and only once that is done, can the optimization of solar cell efficiencies be
pursued. We believe that expertise over the production process is crucial to ensure quality control, requiring
extensive process knowledge, precise optimization and effort to achieve the desired cell efficiencies and yields.

Our experience in the cell manufacturing process means we can bypass the initial stabilization lead times for new
lines, which we believe is a competitive advantage over newer market participants. We believe that we are well-
positioned to capitalize on opportunities in the solar cell market through better technologies as we transition into
TOPCon cell production technology, the upgradation to which is supported by the manufacturing facilities and
equipment we currently have. Through the proposed 1,000 MW TOPCon solar cell line which we expect to bring
online in Unit II within Fiscal 2025, we expect to gain significant experience as we establish the 4 GW TOPCon
solar cell and 4 GW solar module lines using the proceeds of the Fresh Issue. Also see “Objects of the Offer” on
page 119.

Our technical expertise in solar cell manufacturing is also due to the talent that we are able to attract and retain.
As of December 31, 2023, we have a 28-member research, development and process team that has gained
experience in solar cell process optimization. We have developed a research and development lab with tools and
equipment including a sheet resistance tester, a spectroscopic ellipsometer, lifetime and thickness measurement
tools and a long working distance, macro ringlight.

We have a diversified customer base with strong customer relationships both within India and overseas with a
strong order book

Our aggregate annual installed capacity and market position enables us to offer competitive pricing for our
products, which in turn facilitates access to a large and diversified customer base, both domestic and global. As
of the date of this Draft Red Herring Prospectus, our domestic customers are located and operate in 23 states and
union territories in India and for Fiscals 2021, 2022 and 2023 and the nine months ended December 31, 2023, our
total number of customers from India was 151, 165, 193 and 164, respectively, while our total number of
customers from overseas markets was 10, 8, 6 and 23, respectively. Some of our domestic customers are
Continuum, Shakti Pumps, First Energy, Hartek, Amplus KN One Power Private Limited, SolarSquare, Rotomag
Motors and Controls Private Limited and Madhav, and our global customers include Arka Energy Inc. (U.S.A).

* Map not to scale

The table below provides details of our revenue from operations for Fiscals 2021, 2022 and 2023 and the nine
months ended December 31, 2023, by each customer segment:

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 Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023 Nine months ended
December 31, 2023
Amount Percentage Amount Percentage Amount Percentage Amount Percentage
(₹ of revenue (₹ of revenue (₹ of revenue (₹ of revenue
million) from million) from million) from million) from
operations operations operations operations
(%) (%) (%) (%)
Domestic 6,923.92 98.71 7,360.59 99.08 14,210.38 99.48 16,727.13 82.92
- IPP 1,205.33 17.18 1,792.86 24.13 3,166.44 22.17 7,746.58 38.40
- OEM 1,572.22 22.41 2,337.27 31.46 5,825.20 40.78 2,849.59 14.13
- 2,172.55 30.97 1,692.14 22.78 1,727.28 12.09 1,452.96 7.20
Government
- Others 1,973.82 28.14 1,538.32 20.71 3,491.46 24.44 4,678.01 23.19
Export 90.66 1.29 68.12 0.92 74.96 0.52 3,444.93 17.08
Total 7,014.58 100.00 7,428.71 100.00 14,285.34 100.00 20,172.06 100.00

Maintaining strong relationships with our key customers is critical to our business strategy and to the growth of
our business. The table below provides details of our revenue from our largest customer, top five customers and
top 10 customers (the identities of which varied between fiscal years and periods) compared to our revenue from
operations for Fiscals 2021, 2022 and 2023 and the nine months ended December 31, 2023:

Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023 Nine months ended
December 31, 2023
Amount Percentage Amount Percentage Amount Percentage Amount Percentage
(₹ of revenue (₹ of revenue (₹ of revenue (₹ of revenue
million) from million) from million) from million) from
operations operations operations operations
(%) (%) (%) (%)
Largest
customer 987.41 14.08 1,473.44 19.83 2,623.60 18.37 2,323.45 11.52
Top 5
customers 3,325.61 47.41 3,736.32 50.30 8,185.86 57.30 10,014.08 49.64
Top 10
customers 4,526.03 64.52 4,918.01 66.20 10,794.63 75.56 15,049.48 74.61

As of March 15, 2024, we had an order book of ₹53,620.51 million of which ₹11,974.98 million was in relation
to non-DCR solar modules, ₹32,129.03 million was in relation to DCR solar modules, ₹8,015.92 million was in
relation to solar cells and ₹1,500.57 million was in relation to EPC projects. The order book above also includes
the order we received from NTPC in December 2023 for the supply of 611.04 MW bifacial solar modules. With
respect to this order, we had initially submitted a bid to supply 152 MW of solar modules, but we were
subsequently invited to increase the supply to 611.04 MW through a bucket-filling mode. We also have a four
year module supply agreement with an Indian renewable power producer for the supply of up to 600 MW of solar
modules per fiscal year with minimum offtake of 300 MW per annum with effect from April 1, 2026 and in April
2024, we entered into a letter of understanding for the supply of 500 MW of solar cells to a customer based in the
United States.

The table below sets out more details on our order book as of March 15, 2024:

Customer Name Mask Product Order Date Total Order Balance

value in ₹ Mn Order value
(ex GST) In ₹ Mn (ex
GST)
Indian Power Utility DCR Module December 1, 2023 14,878.82 13,948.80
Navratna Company DCR Module July 24, 2023 8,157.75 6,927.88
Solar EPC Company Module June 30, 2023 445.28 141.65
Independent Power Module July 27, 2023 604.60 604.60
Producer
Independent Power Module March 6, 2023 180.85 180.85
Producer
BSE Listed Pump and DCR Module August 7, 2023 14,089.70 11,022.38
Motor Manufacturing
Company

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 Customer Name Mask Product Order Date Total Order Balance
value in ₹ Mn Order value
(ex GST) In ₹ Mn (ex
GST)
Independent Power Module August 17, 2023 1,303.99 973.63
Producer
Independent Power Module October 13, 2023 575.66 575.66
Producer
Independent Power Module November 21, 2023 1,099.55 1,099.55
Producer
OEM Module Master supply agreement 471.95 394.40
dated September 29, 2021 and
March PO dated February 15,
2024
Distributor Module Resellers annual module 1,927.80 1,927.80
supply agreement dated
March 5, 2024
Solar EPC Company DCR Module December 22, 2023 392.63 229.97
Independent Power Module December 28, 2023 5,950.45 5,950.45
Producer
Independent Power Module March 12, 2024 126.40 126.40
Producer
Module Manufacturer Cell – Domestic November 15, 2023 832.45 713.19
Module Manufacturer Cell – Domestic November 21, 2023 505.64 331.37
Module Manufacturer Cell – Domestic January 11, 2024 126.80 15.43
Module Manufacturer Cell – Domestic February 10, 2024 884.87 884.87
Module Manufacturer Cell – Domestic February 10, 2024 1,264.10 1,264.10
Module Manufacturer Cell – Domestic February 10, 2024 379.23 359.92
Module Manufacturer Cell – Domestic February 27, 2024 4,682.15 4,447.03
State Government Solar Water Pump- December 28, 2023 14.46 14.46
Agency DCR Module-
KUSUM
State Government Solar Water Pump- February 23, 2024 2.17 2.17
Agency DCR Module-
KUSUM
State Government Solar Water Pump- October 31, 2023 1,068.30 914.90
Agency DCR Module-
KUSUM
State Government Solar Water Pump- February 22, 2024 50.46 50.46
Agency DCR Module-
KUSUM
State Government Solar Water Pump- March 13, 2024 518.58 518.58
Agency DCR Module-
KUSUM
60,534.65 53,620.51

As we further expand our solar cell and solar module manufacturing capacities and enhance our brand in India
and globally, we seek to continue developing new customer relationships in a wider range of markets.

We have an experienced Promoter-led senior management team with demonstrated execution capabilities

We are led by our Promoters comprising our Chairman and Whole-Time Director, Surender Pal Singh Saluja and
our Managing Director, Chiranjeev Singh Saluja, who have a combined experience of approximately 29 years in
the solar industry and who have been responsible for the experience we have across our operations including solar
module and solar cell manufacturing and the EPC projects that we undertake. Each of our Promoters is actively
involved in the critical aspects of our business. Surender Pal Singh Saluja is responsible for providing strategic
advice to the Board, and developing and executing our Company’s business strategies. Chiranjeev Singh Saluja
is responsible for the overall operations of our Company and leading our Company’s short and long-term strategy
and setting strategic goals.

Apart from our Promoters, we also have a management team with considerable industry experience that comprises
senior executives with extensive experience in solar manufacturing and business administration roles.

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In particular, we benefit from the support and experience of:

• our Group Chief Financial Officer, Nand Kishore Khandelwal, who is responsible for finance function,
strategic planning and information technology in our Company and has been associated with our
Company since September 1, 2023;

• our Company Secretary, Legal and Compliance Officer, Ravella Sreenivasa Rao, who is responsible for
secretarial, legal, and compliance-related functions in our Company and has been associated with our
Company since March 24, 2022;

• our Executive Director, Ms. Revathi Rohini Buragadda, who is responsible for overseeing indirect
taxation, relations with governmental agencies, and general insurance for our Company and its
Subsidiaries and has been associated with our Company since June 17, 2019;

• our Chief Strategy Officer and Director of our Subsidiary, PSPPL, Sudhir Moola, who is responsible for
strategic and capital expansion plans across our Company and Subsidiaries and has been associated with
PSPPL since April 1, 2018;

• our Chief Growth Officer, Adapa Srinivas, who is responsible for the business development, sales and
marketing functions of our Company and has been associated with our Company since March 13, 2024;
and

• Chandra Mauli Kumar, Head – Manufacturing and Technology of our Subsidiary, PEPPL, who is
responsible for production, engineering, projects and setting up cell and module lines in our Company
and Subsidiaries and has been associated with PEPPL since March 8, 2022.

For more details, please see “Our Management” on page 257.

BUSINESS STRATEGIES

We intend to capitalize on growth opportunities by leveraging our competitive strengths and pursuing the
following strategies.

Expand our overseas presence and increase our exports especially in the U.S. market through strategic
backward integration of our production chain and establishing manufacturing capabilities outside of India

We have a presence in various steps along the solar power value chain from the manufacturing of solar cells to
solar modules to providing EPC solutions, O&M services and being an independent power producer. We were
one of the first in the Indian solar sector to engage in the backward integration of solar cell manufacturing with
solar module production. (Source: F&S Report) We are continuing in this direction, aiming to extend our
backward integration to include the production of ingots and wafers which are crucial elements in the production
process of solar cells and will improve our resilience against market and supply fluctuations. Once implemented,
we intend to utilize these components for our own solar cell production needs and also offer wafers in the market.
The move towards further integration is strategically aimed at improving cost efficiency, strengthening supply
chain management and enhancing the overall quality and efficiency of our solar cells. In managing more of the
production process, our goal is to ensure better traceability of the components we use in our manufacturing
process, particularly for “clean silicon” solar cells – a term that signifies raw materials sourced from ESG-
compliant sources and vendors and is of growing significance in the export market. (Source: F&S Report)

We understand that traceability is particularly important for customers in certain countries, and we accordingly
aim to attract customers who are seeking alternatives to products which rely on raw materials connected to forced
labor by producing and providing “clean silicon” products. The U.S. market is particularly significant, with a
growing demand for solar cells and solar modules that use materials with clear traceability due to certain policies
and legislation. (Source: F&S Report) We aim to seize this opportunity by offering products such as TOPCon
cells and modules which use TOPCon cells that align with these regulatory requirements.

We also plan to expand our manufacturing footprint into the United States and to this end, we signed a letter of
intent in February 2024 with an American solar manufacturer to enter into a joint venture to develop, construct
and operate a TOPCon solar cell manufacturing facility (which may be extended to include the manufacturing of

214
solar modules) in the United States. See “Risk Factors – Growing our business through acquisitions or joint
ventures may subject us to additional risks that may adversely affect our business, financial condition, cash
flows, results of operations and prospects” on page 57. Under the terms of the letter of intent, our Subsidiary,
PEPPL, intends to among others contribute its technology, engineering and operational expertise in the
manufacture of solar cells to the joint venture while our potential joint venture partner intends to, among others,
contribute their human resources, financial resources, supply chain and logistics and regulatory expertise. We also
signed a memorandum of understanding in April 2024 with, among others, an international solar wafer and solar
module manufacturer and an international semiconductor wafer supplier to establish a new company dedicated in
wafering solar bricks into wafers in Malaysia.

The European market may also become more accessible with the anticipated implementation of the European
Union’s Carbon Border Adjustment Mechanism, a scheme aimed at reducing global carbon emissions and
preventing “carbon leakage”, where companies might transfer production to countries with less stringent
greenhouse gas emissions controls, in 2025. (Source: F&S Report)

To reduce reliance on imported products, the government has implemented various measures, including anti-
dumping duties on shipments from China and Taiwan which is expected to benefit our export activities. This
environment is fostering a ‘China Plus One’ strategy in the industry, encouraging the diversification of
manufacturing bases. These positive external factors coupled with favorable labor costs and government support
and incentives position India as an attractive and competitive location for solar manufacturing. (Source: F&S
Report)

Develop and grow our rooftop solar offering

For the past decade, we have established ourselves as an OEM in the rooftop market for companies such as
Panasonic, Luminous and Axitec. With the recent announcement of the Grid Connected Solar Rooftop
Programme, which aims to equip 10 million homes in India with rooftop solar systems, the rooftop solar segment
in India is anticipated to expand substantially due to an increased need for DCR modules, which is a prerequisite
for applicants to avail themselves of the subsidies. The Grid Connected Solar Rooftop Programme is expected to
generate 25 GW to 30 GW of rooftop solar installation opportunities over the next two to three years (Source:
F&S Report) and we intend to capitalize on and meet this demand by tapping on our OEM status and using our
channels sales across different states in India, an approach that is expected to enhance our brand recognition.

Capitalize on available market opportunities to grow our domestic business

We intend to continue growing our operations and presence in India’s solar sector especially given the favorable
regulatory environment and several government initiatives geared towards encouraging domestic production of
solar cells and solar modules. For instance, the GoI’s DCR requires the use of locally produced solar cells and
solar modules, adhering to the standards and testing criteria established by the Ministry of New and Renewable
Energy, Government of India (“MNRE”). With our ability to produce DCR-compliant solar cells and solar
modules at scale and with the demand for DCR modules in India currently outpacing the production capacity of
solar cells (Source: F&S Report), we believe we are ideally positioned to expand our manufacturing capabilities
by capitalizing on this market opportunity. Our Subsidiary, PEPPL, is on the ALMM, a list of models and
manufacturers of solar modules which have been approved by the MNRE for use in solar projects in India such
as government projects, government-assisted projects, and projects under government schemes and programs,
including projects set up for the sale of electricity to the government. Further support comes from various
governmental schemes aimed at promoting domestic solar module usage including the CPSU scheme, the PM-
KUSUM Scheme and the aforementioned Grid Connected Solar Rooftop Programme. Some of these schemes
offer central financial assistance or a viability gap funding element to bridge the price gap between imported and
domestic solar cells and modules. Utilizing domestically manufactured DCR cells and modules is a prerequisite
for accessing some of such financial support from the government or to participate in such schemes. (Source: F&S
Report) Additional domestic market opportunities include, among others, Indian Railways’ move to electrify its
railway tracks. (Source: F&S Report)

We previously benefitted from capital subsidies offered by the state and central governments such as M-SIPS and
SPECS and we intend to continue to avail these and other state and central subsidies and incentives moving
forward if available. In Fiscal 2023, our Subsidiary, PEPPL, received M-SIPS subsidies of ₹327.66 million. As
of December 31, 2023, we have claimed further capital subsidy receivables from the Government of Telangana
of ₹338.64 million which will be recognized only on receipt.

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Further, the imposition of a basic customs duty of 40% on imported solar modules and 25% on imported solar
cells, which became effective from April 1, 2022, by the Indian government, is another policy from which we
benefit owing to the policy’s ultimate aim of bolstering local manufacturing of solar components and curtailing
India’s import dependency. This duty applies to all solar module and solar cell imports, irrespective of the country
of origin, thus making domestically produced solar cells and solar modules more attractive to domestic solar
players. (Source: F&S Report)

Expanding and upgrading manufacturing capacities using the latest technology

We are strategically focused on regularly updating and improving our manufacturing capabilities and
infrastructure. We do this by adopting the latest technologies available to ensure our position in the solar cell and
solar module manufacturing industry. Our transition from polycrystalline to monocrystalline solar cells and being
the first in India to manufacture M10 bifacial cells, reflects our proactive approach. (Source: F&S Report) We are
now moving towards the production of solar cells with TOPCon technology, a process capable of reaching
efficiencies of between 24.5% to 25.2%. (Source: F&S Report) We are committed to maintaining our position at
the forefront of solar technology and continuing to meet the market’s developing needs by enhancing the
efficiency and performance of our solar cells. Within Fiscal 2025, we plan to commission a new 1,000 MW annual
installed capacity production line for TOPCon solar cells in Unit II. Additionally, we aim to allocate a portion of
the proceeds from the Fresh Issue towards establishing additional TOPCon solar cell and solar module lines each
with an annual installed capacity of 4 GW, at a new manufacturing facility. For further details, please see “Objects
of the Offer” on page 119.

TOPCon cells offer several benefits including higher efficiency, less degradation, and enhanced performance
under high temperatures, making them suitable for various climates and increasing their appeal in the market.
TOPCon technology is also designed to be compatible with our existing PERC production lines. (Source: F&S
Report) This allows us to upgrade our existing facilities with minimal disruption and without the need for
extensive overhauls. See “Our Business – Our Business Operations – Manufacturing Process – Solar Cell
Manufacturing” on page 225. The strategic nature of this compatibility helps to reduce both the downtime and
the financial investment associated with technology transitions, facilitating a smoother integration.

Moving along with advancements in the industry, we will continue our focus on improving our processes through
further automation using the most optimal equipment available in our production lines as well as sourcing
equipment from Europe to reduce supplier concentration.

OUR BUSINESS OPERATIONS

Our group structure as of December 31, 2023 is as follows:

Notes:
(1) Non-operating.
(2) As of December 31, 2023, Premier Energies Photovoltaic LLC has yet to commence operations.
(3) For further details, see “Our Subsidiaries and Associates” on page 251.

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Product Portfolio

We specialize in the production of solar cells and modules which are marketed under the “Premier Energies”
brand name.

Solar Cell

We currently produce our solar cells using monocrystalline PERC technology, which has higher efficiency than
polycrystalline solar cells. The solar cells are regarded as high-end solar products, are space efficient and long
lasting, and have a more streamlined appearance. (Source: F&S Report)

We manufacture bifacial monocrystalline PERC cells using the M10 wafer size in a 182mm x 182mm format
which was a first in India. (Source: F&S Report) These solar cells have a specially etched surface which enhances
their ability to absorb light.

Moving forward, we intend to transition to using TOPCon technology in our solar cell production which builds
upon the existing PERC technology. While PERC has become widely accepted in the solar panel industry,
advancements in process technology such as HJT and TOPCon technology are anticipated to provide significant
competition. (Source: F&S Report) TOPCon enhances PERC solar cells by incorporating a tunnelling oxide layer,
which aids in decreasing recombination losses and elevating overall cell efficiency. Traditional PERC technology
has an efficiency of between 23.2% and 23.7% (i.e. indicating the maximum solar energy conversion to
electricity). TOPCon technology, on the other hand, offers a bifaciality rate of between 80% to 85%, superior to
PERC’s 70% to 75%, allowing TOPCon modules to gather more energy from their rear side. (Source: F&S
Report) This quality is particularly beneficial for large-scale, ground-mounted utility projects. (Source: F&S
Report) TOPCon cells have the capability of achieving efficiencies of between 24.5% to 25.2%. (Source: F&S
Report)

Solar Module

A solar module is constructed through a series-parallel configuration of individual solar cells. This interconnected
array is then safeguarded from the elements with layers of glass, encapsulant and backsheet material. Additionally,
a junction box is integrated to facilitate the extraction of electrical power from the module. (Source: F&S Report)
Our solar modules are currently manufactured using monocrystalline PERC solar cells, as well as TOPCon solar
cells, which we currently procure from third parties.

Our products are differentiated on the basis of module technology, cell size and quantity, and are sold across
different power output ranges. We also produce both monofacial and bifacial modules.

Monofacial modules

Monofacial modules have only one side of solar cells collecting and converting light to electricity. They do not
require reflective surfaces and special mounting equipment during installation, and it is sufficient that the solar cells

217
are facing the sun. We manufacture monofacial modules with monocrystalline PERC technology in different sizes
and wattage.

We produce p-type monofacial modules which use half-cut monocrystalline PERC M10 solar cells in the
following formats and power outputs:

• 144 cell module with a power output of 515 – 555 Wattage peak (“Wp”);

• 132 cell module with a power output of 475 – 515 Wp;

• 120 cell module with a power output of 425 – 460 Wp; and

• 108 cell module with a power output of 385 – 415 Wp.

We provide a 25-year power output warranty on these modules. Furthermore, these modules provide a power
output that is higher than that of equivalent polycrystalline-based modules, representing a significant improvement
in efficiency and productivity for solar power generation.

Monofacial module 144 half cut monocrystalline PERC (515-555 Wp)

Bifacial modules

Bifacial solar modules feature a dual-sided design that allows the modules to capture sunlight from both the front
and back surfaces. Unlike monofacial modules that only harvest light on one side, bifacial modules take advantage
of the albedo effect where light is reflected from the ground or other surrounding surfaces onto the rear side of the
module. This results in additional energy capture, which can significantly enhance the overall energy yield of the
system. To maximize their potential, bifacial modules are often paired with special mounting systems and are best
situated where ground reflectivity is high, such as on white gravel or snow. These modules are most beneficial at
higher latitudes where the sun’s path can be more effectively exploited through the dual capture surfaces and in
large scale power plants which use sun tracker for mounting of modules. The dual-glass design not only allows
the modules to absorb light from multiple angles but also provides superior protection against environmental
stressors, ensuring a long operational life and consistent power generation. (Source: F&S Report)

We offer two types of bifacial solar modules:

1. P-type bifacial modules with monocrystalline PERC M10 solar cells in the following formats and power
outputs:

• 144 cell module with a power output of 525 – 555 Wp;

• 132 cell module with a power output of 485 – 510 Wp;

• 120 cell module with a power output of 435 – 460 Wp; and

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 • 108 cell module with a power output of 385 – 415 Wp.

2. N-type bifacial modules with TOPCon M10 solar cells in a 144 cell module format with a power output of
560 590 Wp.

These come with a 30-year power output warranty and a 12-year product warranty.

Glass-transparent backsheet bifacial module with 144 half cut monocrystalline PERC (525-555 Wp)

Our dual glass solar modules come with a 2.0 mm anti-reflective coating semi tempered high strength glass on
the front side and 2.0 mm semi tempered high strength glass on the backside. These modules come with a 30-year
power output warranty and a 12-year product warranty.

Dual glass bifacial modules of 144 half cut monocrystalline PERC (525-555 Wp)

Other Solar Products

There are a number of solar products that we have manufactured in the past and have the ability to manufacture on an
ad hoc basis. For example, we currently produce customized bespoke solar tiles for a company in the U.S. and have
previously produced unique products like panels for a European pay-for-parking services provider.

EPC Solutions

Leveraging our expertise in manufacturing high quality solar cells and solar modules and experience in the solar
industry, we also provide EPC solutions as a contractor through our Company and our Subsidiary, PSPPL. We have
12 years of experience in providing EPC solutions which include end-to-end solar services for ground-mounted,
rooftop, floating, canal bank, canal top and hybrid power generation systems with a track record of 266.26 MW
ground mounted projects and 22.86 MW roof top projects.

We provide solar water pumps under our EPC solutions. These solar water pumps feature solar modules manufactured
by us and pumps sourced from external vendors. Solar water pumps are a clean, efficient and sustainable solution that
harnesses solar energy to pump water. (Source: F&S Report) These pumps are particularly useful in remote locations

219
where access to electricity is limited or non-existent. They also require minimal maintenance due to fewer moving
parts and the absence of internal combustion engines. (Source: F&S Report) We manufacture solar water pumps
which come in various sizes and capacities to meet diverse water requirements, from small-scale to large-scale
agricultural irrigation.

The table below provides details of income derived from our EPC contracts as a percentage of our revenue from
operations for Fiscals 2021, 2022 and 2023 and the nine months ended December 31, 2023:

Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023 Nine months ended
December 31, 2023
Amount Percentage Amount Percentage Amount Percentage Amount Percentage
(₹ of revenue (₹ of revenue (₹ of revenue (₹ of revenue
million) from million) from million) from million) from
operations operations operations operations
(%) (%) (%) (%)
Construction 2,724.32 38.84 1,812.80 24.40 1,103.74 7.73 1,034.13 5.13
and project-
related
activity

Some of our commercial and industrial ground mount solutions have been provided for various domestic
customers, including public sector enterprises. Similarly, we have also installed a canal bank connected solar
power plant in order to convert unutilized areas into generators of renewable energy. We have provided rooftop
solar solutions to commercial, industrial and institutional customers and projects across India such as the
establishment of a rooftop solar system, a canal top project, and other large-scale solar power projects. Some of
our projects include a 100 MW project for a Navratna public sector undertaking in September 2019, a 20 MW
canal bank and canal top project in Uttarakhand for a state government power generation company commissioned
in March 2017 and 18 MW and 15 MW projects in Karnataka commissioned in February 2018.

Canal top solar power plant on 35-meter-wide Yamuna Power Channel in Uttarakhand installed by our Company using suspension rope
technology

O&M Solutions

We also have a presence in the O&M segment through the provision of O&M solutions for our EPC solution
customers. We currently provide O&M services for 178.38 MW of solar ground mount and rooftop solar
solutions as well as for the solar water pumps we have installed.

Independent Power Production

Our Company has a 2 MW solar power plant which was commissioned in 2012 under the Jawarharlal Nehru
National Solar Mission in Jharkhand, India.

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Manufacturing Facilities

As set out in the table below and as of the date of this Draft Red Herring Prospectus, we currently operate five
manufacturing facilities in three locations in Telangana, India.
Manufacturing Entity Products Annual Installed Location
Facility Manufactured Capacity
Unit I PEL Solar module line 260 MW module Sy. No. 53, 56P, 57, 60P, Annaram
Village, Gummadidala – Mandal,
Sangareddy District – 502313,
Telangana, India
Unit II PEPPL Solar module and 1,400 MW module and Plot No 8/B/1 and 8/B/2, Sy No 62
cell line 750 MW cell P 63, And 88 P, E City, Raviryala
Village, Maheshwaram Mandal,
* IREDA has sanctioned Ranga Reddy, Telangana, 501359
a loan for
implementation of 1,000
MW cell manufacturing
facility and expected to
be commissioned within
Fiscal 2025
Unit III PEIPL Solar cell line 1,250 MW cell
Unit IV PEIPL Solar module line 1,600 MW module Plot No. S-95, S-96, S-100, S-101,
Unit V PEGEPL Solar module line 100 MW module S-102, S-103, S-104,
Maheshwaram Mandal, Srinagar
*IREDA has sanctioned Village, Raviryal Industrial Area,
a loan for FAB City, Rangareddy,
implementation of 1,034 Telangana, 501359
MW module
manufacturing facility
and expected to be
commissioned within
Fiscal 2025

As of the date of this Draft Red Herring Prospectus, our aggregate annual installed capacity for solar cells and
solar modules was 2 GW and 3.36 GW, respectively. Further, our manufacturing facilities are supported by
infrastructure for the storage of raw materials and components, manufacture of our products (solar cells and solar
modules), storage of finished goods, together with quality control mechanisms. As of the date of this Draft Red
Herring Prospectus, our solar module manufacturing lines can produce solar modules assembled with
monocrystalline PERC and TOPCon solar cells (both monofacial and bifacial) while our solar cell manufacturing
lines can produce monocrystalline PERC cells. The power requirements for our manufacturing facilities are met
through the local state power grid, power back-ups and our solar roofing at our manufacturing facilities, while
water is procured from the municipality, industrial estate authorities and water tankers.

All our manufacturing facilities (save for Unit I) are fully automated, utilizing industrial-grade automated tools,
equipment and technologies from Hungary, China, Germany, France, South Korea and Switzerland. Our solar
cell manufacturing lines use advanced equipment like texturing tools, diffusion tools, annealing tools, and plasma
enhanced chemical vapor deposition tools which use chemicals and gases in their applications.

Our existing monocrystalline PERC solar cell lines may also be upgraded to transition to TOPCon cell
production. Furthermore, our operations for the manufacture and supply of crystalline silicon solar cells, solar
photovoltaic modules and systems are certified under the ISO 14001:2015 standard for environment management
and the ISO 45001:2018 standard for occupational health and safety management systems implementation. Our
quality management systems are certified under ISO 9001:2015.

Our Unit II manufacturing facility is India’s first LEED gold rated solar manufacturing facility as certified by the
USGBC v4 Building Design and Construction: New Construction and Major Renovations in August 2022.

Capacity and Capacity Utilization

The following table sets forth certain information relating to our Company’s historical capacity utilization for
solar cells and solar modules, calculated on the basis of effective installed capacity for the relevant fiscal period
and actual production in such fiscals / periods as calculated below:

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 Unit As of / For the As of / For the As of / For the As of / For the
Financial Financial Financial nine months
Year ended Year ended Year ended ended
March 31, March 31, March 31, December 31,
2021 2022 2023 2023
Unit I
Solar Module
Annual installed capacity(1) (MW).............. 470 470 470 260(5)
Effective installed capacity(2) (MW) ........... 400 400 400 173
Actual production(3) (MW) ......................... 185.91 140.86 93.42 39.13
Capacity utilization(4) (%)........................... 46.48 35.22 23.36 22.68

Unit II
Solar Cell
Annual installed capacity(1) (MW) Not 500 750 750
Effective installed capacity(2) (MW) ........... commissioned 309 560 420
Actual production(3) (MW) ......................... 110.30 227.70 390.23
Capacity utilization(4) (%)........................... 35.77 40.66 92.91

Solar Module
Annual installed capacity(1) (MW) Not 750 900 1,400
Effective installed capacity(2) (MW) ........... commissioned 500 740 855
Actual production(3) (MW) ......................... 93.07 394.6 602
Capacity utilization(4) (%)........................... 18.61 53.33 70.41

Unit III
Solar Cell
Annual installed capacity(1) (MW) Not Not Not 1,250
Effective installed capacity(2) (MW) ........... commissioned commissioned commissioned 157
Actual production(3) (MW) ......................... 99.37
Capacity utilization(4) (%)........................... 63.43

Unit IV
Solar Module
Annual installed capacity(1) (MW) Not Not Not 1,600
Effective installed capacity(2) (MW) ........... commissioned commissioned commissioned 0
Actual production(3) (MW) ......................... 0
Capacity utilization(4) (%)........................... 0

Unit V
Solar Module
Not Not Not Not
Annual installed capacity(1) (MW) commissioned commissioned commissioned commissioned

Total Capacity and Utilization

Solar Cell
Annual installed capacity(1) (GW) ............ 0 0.50 0.75 2.00
Effective installed capacity(2) (GW) ......... 0 0.31 0.56 0.58
Actual production(3) (GW) ........................ 0 0.11 0.23 0.49
Capacity utilization(4) (%)......................... — 35.77 40.66 84.90

Solar Module
Annual installed capacity(1)(6) (GW) ......... 0.47 1.22 1.37 3.26
Effective installed capacity(2) (GW) ......... 0.40 0.90 1.14 1.03
Actual production(3) (GW) ........................ 0.19 0.23 0.49 0.64
Capacity utilization(4) (%)......................... 46.48 25.99 42.81 62.40

*As certified by RBSA Advisors LLP, Chartered Engineers pursuant to their certificate dated April 19, 2024.

Notes:

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(1) The annual installed capacity of a manufacturing plant is the maximum amount of production that a company can achieve in a year,
assuming that all machines are running at full speed, 330 days a year. It is determined after taking into account the product which has
the maximum power output and can be produced in the specific production line.
(2) The effective installed capacity of a manufacturing plant is the actual amount of production that a company can achieve in a year,
assuming that all machines are running at full speed, 330 days a year. It is determined after taking into account the product which is
currently being manufactured in the specific production line. Please note that the installed capacity for Fiscal 2023 is adjusted on
account of addition of capacity during the year. The following assumptions and observations can be considered while deriving the
Effective Installed Capacity:
• Unit I – PEL: Annual installed capacity is based on the maximum power output i.e. 385W solar PV module. Effective installed
capacity is based on the current product manufactured by the company i.e. 335W solar PV module.
• Unit II – PEPPL: Annual installed capacity is based on the maximum power output i.e. 670W solar PV module. Effective installed
capacity is based on the current product manufactured by the company i.e. 550W solar PV module. Please note that the installed
capacity for Fiscal 2023 is adjusted on account of addition of capacity during the year. The capacity utilization is calculated based
on the proportion of the installed capacity that was being used.
• Unit III – PEIPL: Annual installed capacity is based on the maximum power output i.e. maximum cell size i.e. 210mm x 210mm
solar PV cell. Effective installed capacity is based on the current product manufactured by the company i.e. cell size 182mm x
182mm solar PV cell. The capacity utilization is calculated based on the proportion of the installed capacity that was being used.
• Unit IV – PEIPL: Annual installed capacity is based on the maximum power output i.e. 670W solar PV module.
• Unit V – PEGEPL: Annual installed capacity is based on the maximum power output i.e. 330W solar PV module.
(3) Actual production refers to the tangible outcome of a facility's operations within a specified time frame, reflecting the quantity of goods
or services generated.
(4) Capacity utilization in a manufacturing plant is a metric that measures how much of a factory's production capacity is being used. It is
a ratio that compares the potential output to the actual output. Capacity utilization has been calculated based on actual production
during the relevant fiscal year/ period divided by the aggregate effective installed capacity of relevant manufacturing facilities as of the
end of the relevant fiscal year/ period. In the case of capacity utilization for the nine months ended December 31, 2023, the capacity
utilization has been calculated by dividing the actual production for the period pro-rata annualized effective installed capacity.
(5) Reduced the installed capacity of the solar module line in Unit I by 210 MW in 2023.
(6) Our Company has currently a 100 MW capacity line which was commissioned on March 12, 2024, taking the total solar module
production capacity to 3.36 GW.

Raw Materials and Components

Per the F&S Report, set out below are brief descriptions of the key raw materials and components we use in the
manufacturing of our solar cells and solar modules.

Solar Cells

A solar cell or photovoltaic cell is an electrical device that converts the energy of light directly into electricity by
the photovoltaic effect, which is a physical and chemical phenomenon. It is a form of photoelectric cell, defined as
a device whose electrical characteristics, such as current, voltage, or resistance, vary when exposed to light.
Individual solar cell devices are often the electrical building blocks of photovoltaic modules.

The following key raw materials and components are used in the manufacturing of solar cells:

Silicon wafers

Silicon wafers are the key component of solar cells. They are cut from silicon ingots, which are obtained from
high-purity silicon. The quality and purity of the silicon are crucial to the performance of the solar cells.

Silver paste

Silver paste is used to form the conductive contacts on the front side of the solar cells. It is applied using a screen-
printing process and is essential for the collection and transfer of the electrical current generated by the silicon
wafer.

Aluminum paste

Aluminum paste is applied to the backside of the solar cell. When fired in a furnace, it forms a back surface field
that reflects electrons back into the silicon to be collected as electrical current, enhancing the cell’s efficiency.

Other gases and chemicals

The production of solar cells involves various gases and chemicals, used in different stages of the process. For
instance, dopants such as phosphorus oxychloride are used for n-type doping, while boron may be used for p-

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type doping. Chemicals are also used for cleaning and etching the wafers, such as hydrofluoric acid to remove
the silicon dioxide layer, and other solvents for cleaning purposes.

Solar Module

A solar module is an assembly of solar or photovoltaic cells mounted in a framework for installation. Solar panels
use sunlight as a source of energy to generate direct current electricity. Our solar modules are currently assembled
using monocrystalline and TOPCon cells (currently imported from third-party suppliers). The primary raw
materials and components used in the manufacture of our solar modules are solar cells.

The following key raw materials and components are used in the manufacturing of solar modules:

Backsheet

A backsheet provides for mechanical strength, electrical isolation, moisture resistance and internal reflection. It
forms a direct current insulation layer between the solar cell and the installers and provides protection against
shock. It is also impervious to ultraviolet rays and moisture and acts as a barrier to external temperature and
humidity changes which could affect the solar cells, and diminish the performance of the solar module. Further
the innermost surface of the backsheet ensures that in order to give the photons the ability to generate electricity,
they are reflected back towards the cell. In addition, it adheres to the encapsulant and holds the entire cell
assembly in place for prolonged periods.

Encapsulant

The encapsulant helps in transmittance of light, holding the cell assembly together, and adhering to glass and
backsheet. The transmittance of all light that falls on it is essential to ensure that the cell assembly inside gets
adequate photons to generate power output. It also holds the cell assembly together in a manner that the solar cells
do not touch each other and get short-circuited through the use of gel content (for elastomers) and also helps limit
shrinkage. Gel content of the encapsulant ensures that they have adequate intermolecular strength which could hold
the module together. Encapsulants generally have a tendency to shrink at high laminating temperatures which is
required to be limited to ensure that there are no misalignments of strings and/or cell short circuiting. In addition, it
is also important that they adhere adequately to the glass on the front side and backsheet at the back side of the solar
module and are stable at elevated temperatures and high ultraviolet exposure for prolonged periods.

Glass and other auxiliary products

The glass in the solar modules enables transmission while minimizing reflection, provides mechanical strength
and rigidity as well as compositional stability. It is the first surface that the light interacts with and therefore it is
extremely important that it transmits the light to a maximum level while lowering the reflection off its surface.
In its natural form, the glass reflects 4% to 10% of the incident light on it, which may lead to notable loss of
power output. Therefore, the glass is coated over the front surface with an anti-reflective coating which ensures
that such reflection is minimized to as low as 1% in many cases. In addition, the glass is tempered and expected
to provide mechanical strength and rigidity to the solar module against external weather, shocks, etc. It is
important that only solar glass with specific components be used in solar modules so as to ensure stability
throughout its lifetime. In addition to solar cells, other raw materials or components required for the manufacture
of solar modules include the backsheet, the encapsulant and glass as well as aluminum frames, ribbon and
junction box.

The table below provides details of our cost of materials consumed as a percentage of our total expenses for
Fiscals 2021, 2022 and 2023 and the nine months ended December 31, 2023:

For the nine months

Fiscal 2021 Fiscal 2022 Fiscal 2023 ended December 31,
2023
Percentage Percentage Percentage Percentage
Amount of total Amount of total Amount of total Amount of total
Particulars expenses expenses expenses expenses
(₹ (₹
million) (%) (₹ million) (%) million) (%) (₹ million) (%)
Cost of materials 4,768.23 70.01 3,987.20 50.86 11,105.19 75.43 15,660.27 84.24
consumed

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We typically plan our production and inventory levels based on our forecasts of customer demand, which may be
unpredictable and can fluctuate over time. See “Risk Factors – An inability to accurately forecast demand or
price for our products and manage our inventory may adversely affect our business, results of operations,
financial condition, and cash flows” on page 50.

We do not have long-term purchase commitments or guaranteed purchase quantities with our suppliers. See “Risk
Factors – We do not have long-term agreements with our suppliers for materials and components and an
inability on the part of such suppliers to supply, in a timely manner, the desired quality and quantity of
materials and components, may adversely affect our operations” on page 38. There are no contractual
commitments other than those set out in the purchase orders. We typically purchase raw materials based on the
historical levels of sales, actual sales orders on hand and the anticipated production requirements taking into
consideration any expected fluctuation in raw material prices and delivery delay. Raw materials are primarily
transported to the manufacturing facilities by air, shipping and road.

Bearing in mind the importance of traceability for certain of our customers, especially customers based in the
United States, and our focus on producing and providing “clean silicon” products, we have instituted several
internal policies and practices in order to give effect to such requirements. In particular, we are conscious of the
requirements of the U.S. Uyghur Forced Labor Protection Act which imposes restrictions on the import of raw
materials and components originating from the Xinjiang Uyghur Autonomous Region in China. In order to ensure
our products comply with this and other forms of restrictions, our procurement team conducts supplier due
diligence in respect of our suppliers. We engage reputable third-party auditors to conduct supply chain audits of
identified suppliers to verify raw material sourcing.

Manufacturing Process

Solar Cell Manufacturing

Per the F&S Report, set out below is a brief description of solar cell manufacturing process.

STEPS DESCRIPTION
Raw wafer (Gallium / Boron • The wafers received at factory are passed through wafer inspection tool to check for
doped) any microcracks before taking up for further cell process.
SDR (saw damage removal) • The production of solar cells generally begins with wafers undergoing a chemical
and texture to reduce cleaning and texturing process on wet benches, which strips away organic and metal
reflection contaminants and creates a topography resembling suede or pyramids on the surface
of the wafer. This textured surface is designed to minimize optical losses in solar
cells by reducing reflection and elongating the optical path, which improves light
absorption.
• This includes precise chemical management for uniform etching, optimized surface
texturing for better light capture, minimized surface reflectance to maximize
absorption, and rigorous control of wafer purity to prevent efficiency-robbing
contamination.
Diffusion to make the P-N • Subsequently, the wafers are subjected to a high-temperature diffusion process that
Junction forms a p-n junction—the critical part of a solar cell responsible for separating
carriers of light-generated electric charge.
• This involves maintaining uniformity for optimal surface composition and junction
depth, controlling the resistance of the silicon wafer (R-sheet) within a critical range
for efficiency, and minimizing marks or spots from the processing equipment to
avoid electrical defects.
Selective emitter to provide • After the diffusion process, a selective emitter laser is used to perform heavy doping
low contact resistance (high concentration) in the contact part of metal gate line. With heavy doping metal
electrode and emitter (P-N junction) forms a good ohmic contact and improves
efficiency of the solar cell.
• Selective emitter technology requires meticulous laser control. This involves
achieving target sheet resistance and uniformity for optimal cell efficiency. Precise
laser power, speed, and frequency ensure uniform emitter formation, while
controlling laser offset minimizes electrical defects that can lead to cell rejections.
Phosphosilicate Glass • PSG polishing presents another intricate stage in solar cell production. Here,
(“PSG”) and polishing to achieving uniform etching is paramount to ensure consistent removal of the PSG
separate PN junction and layer across the wafer’s surface. Additionally, meticulous control is required to
removal of phosphorous glass prevent water or chemical flow marks and optimize drying parameters.

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 STEPS DESCRIPTION
Oxidation Annealing • Heating the wafer in an oxygen-rich environment at around 400°C to improve front
surface passivation and enhance contact adhesion. The oxidation forms a thin silicon
oxide (SiO2) layer on the silicon surface, passivating defects and reducing
recombination losses, ultimately leading to higher conversion efficiency. The layer
also improves the adhesion of the subsequent anti-reflective coating (SINx).
Rear PECVD (ALOX) rear • Rear Plasma-Enhanced Chemical Vapor Deposition (“PECVD”) is a critical but
side passivation and back complex step in solar cell manufacturing. It requires precise control over several
surface field parameters: maintaining uniform thickness and refractive index (RI) of the
deposited anti-reflective coating, minimizing marks or spots from processing
equipment, and rigorously controlling impurities to prevent visual defects like
redness or rainbow effects. All these factors significantly impact cell quality and
rejection rates.
Front PECVD (SINx) for • An anti-reflective coating, usually composed of silicon nitride, is then applied to the
anti-reflective coating and surface facing the sun to further boost light absorption. This involves maintaining
front side passivation consistent thickness and refractive index (RI) across the wafer surface. Rigorous
impurity control prevents visual defects like redness and rainbow effects, which can
significantly impact cell quality and lead to rejections.
Laser contact opening • During LCO, precise control of laser power, speed, and frequency is essential for
(“LCO”) of rear passivated achieving uniform openings in the cell’s passivation layer. This minimizes electrical
layer for contact defects and ensures optimal cell performance.
Screen printing and drying • After this, metallization occurs, using a screen printing method to apply metal paste
to both sides of the wafer.
• This involves precise paste deposition to ensure uniformity and proper finger
formation, minimizing mismatches, controlling dimensions, and avoiding
interruptions. These factors directly influence cell efficiency, yield, and rejection
rates.
Fast firing for contact • Co-firing process at high temperatures in a belt furnace to create ohmic-contact
formation and light-induced electrodes. These ohmic contacts (low resistance connections) between the metal
degradation regeneration electrodes and the silicon on both sides enable current flow.
Testing and sorting (IV, • The finished solar cells are then tested, sorted, and ready for assembly into solar
Electroluminescence (“EL”), modules.
Color, etc.) • IV Test (Current-Voltage): Measures the cell’s voltage and current output under
simulated sunlight, assessing its efficiency and identifying potential defects.
• EL Imaging: Reveals defects in the P-N junction and identifies areas of non-
uniformity.
• Color Sorting: Categorizes cells based on their visual appearance, aiding in further
sorting and grouping.

(Source: F&S Report)

We are poised to transition from monocrystalline PERC cell production to advanced TOPCon cell production as
our current infrastructure for producing monocrystalline PERC cells is adaptable, requiring only the addition of a
few more steps to produce TOPCon cells. The table below sets out the production steps of both monocrystalline
PERC cells and TOPCon cells side-by-side and the upgradations in manufacturing tools and equipment required
to transition from the former to the latter.

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Solar Module Manufacturing

The manufacturing processes for our suite of solar module products bear conceptual resemblance across different
models, although each product line may employ certain distinct equipment suited to its specifications. The fabrication
of solar modules involves soldering interconnected solar cells into predetermined electrical configurations. These cells
are then arranged and encapsulated through vacuum lamination under optimal process conditions, ensuring the
integrity of the modules against environmental stressors.

This lamination process ensures that the modules are well-protected against adverse weather conditions, including
intense ultraviolet rays, humidity, wind forces, and the abrasive impact of sand. Moreover, it safeguards the modules
during transportation, preventing damage that could compromise their operational efficacy.

After lamination, the solar modules are securely encased in an aluminum frame to provide an additional layer of
durability. Each module is subject to rigorous quality assurance testing prior to market release.

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Quality Control, Testing and Certifications

Our suite of solar products undergoes a set of in-house testing protocols, including but not limited to outdoor
exposure, damp heat, static mechanical load, humidity freeze, thermal cycling, peel, module breakage, potential
induced degradation and light induced degradation tests. These tests are designed to identify and rectify any
defects prior to product dispatch, thereby upholding our commitment to product quality. Our internal testing
capabilities not only streamline operational efficiency but also contribute to maintaining competitive pricing due
to the reduction of external testing expenses.

Our solar modules are also subjected to reliability testing by PVEL to ensure that they meet international quality
standards and performance benchmarks. 12 of our modules were recognized as “top performers” in the 2023
Module Reliability Scorecard released by PVEL, an annual assessment of solar modules from manufacturers
globally.

Quality certifications are imperative to our customers and our solar modules are certified by multiple international
certification bodies such as TÜV, BIS and UL for quality and performance such as IEC 61215, EN IEC 61730
and IS 14286, which makes our products acceptable to international customers. We have also obtained domestic
product certification IS 14286 (Crystalline Silicon Terrestrial Photovoltaic (PV) modules – Si wafer based).

The overarching principle of our quality policy is to meet and surpass customer expectations through the provision
of reliable products and services that are in stringent compliance with all regulatory standards. This is
accomplished through our quality management systems. To ensure that our customers receive quality products,
rigorous qualification procedures are embedded throughout our entire value chain. Our major customers regularly
conduct pre-dispatch inspection of our finished products and test random samples from the dispatch load. As of
December 31, 2023, we had a total of 88 employees in our quality team.

We possess various national and international certifications. For instance, our manufacturing facilities are certified
with:

• ISO 9001:2015 for manufacture, marketing, and supply of solar photovoltaic modules.

• ISO 45001:2018 for manufacture, marketing, supply and installation of solar photovoltaic modules.

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 • ISO 14001:2015 for manufacture, marketing, supply and installation of solar photovoltaic modules.

In addition, our modules are insured by external parties, which requires us to maintain high standards for insurance
approval.

As of December 31, 2023, our Company and its Subsidiaries have obtained the following certifications:

Certifications Date Obtained Expiry

International Electrotechnical January 12, 2022 (with additions made to August 26, 2026
Commission (“IEC”) 61215:2016-1-2 the base certificate to include additional
(Standard) models on December 28, 2023)
Underwriters Laboratories UL May 6, 2023 —
61730,61215 (Standard)
Approved List of Models and April 5, 2022 April 4, 2024
Manufacturers Enlisted
IEC 61701 :2011 Ed 2, sv. 61 June 9, 2022 November 17, 2026
IEC 60068-2-68:1994 January 20, 2022 January 19, 2027
IS 14286:2010, IS/IEC 61730 January 24, 2022 July 28, 2028
(Part I & II):2004-BIS
IEC TS 62804-1:2015 January 20, 2022 November 17, 2026
Light and elevated temperature induced September 1, 2022 —
degradation (LeTID)
Integrated Management Systems (IMS) October 12, 2021 October 11, 2024
Certification

Repair and Maintenance

We maintain a disciplined maintenance and repair schedule for our manufacturing facilities to ensure efficient
production and to reduce the risk of unplanned operational interruptions. These preventative maintenance routines
occur at regular intervals, scheduled either weekly, bi-weekly, monthly, semi-annually or annually based on both
the specifications of the original equipment manufacturers and the technical knowledge of our maintenance staff.
Additionally, we plan routine shutdowns for comprehensive maintenance. Our teams are prompt in addressing
both regular maintenance needs and repairs, focusing on the upkeep of our equipment.

Pricing

The prices of our products are determined based on several factors including market demand, the cost of raw
materials, our ability to produce the items, the expenses associated with shipping, the amount of inventory we
have on hand, the prices set by our competitors, and the nature of our customers. We set an initial price for each
category of product. Our sales team then periodically examines and, if needed, revises these prices. They also
make decisions regarding any discounts or promotional offers. In most cases, we include the cost of shipping
within the overall sales price of the product.

Given that our business activities include importing raw materials from international vendors and exporting our
finished products to global markets, transactions in these ventures are conducted in foreign currencies, which
introduces an element of foreign exchange risk. To manage this risk and protect against adverse currency
fluctuations, we have implemented a formal hedging policy. For further details, please see “Risk Factors –
Exchange rate fluctuations may adversely affect our results of operations” on page 60. This strategic approach
helps to stabilize our cost structures and maintain consistent pricing by mitigating the potential financial impact
caused by changes in exchange rates.

The table below provides details of our purchases from domestic and overseas suppliers as a percentage of our
total purchases for the year / period indicated:

For the nine months

Fiscal 2021 Fiscal 2022 Fiscal 2023 ended December 31,
2023
Percenta Percenta Percenta Percenta
ge of ge of ge of ge of
Particulars Amount total Amount total Amount total Amount total
purchase purchase purchase purchase
s s s s

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 (₹ (₹ (₹ (₹
(%) (%) (%) (%)
million) million) million) million)
Total purchases 5,251.76 100.00 7,391.39 100.00 15,857.71 100.00 16,717.19 100.00
- Domestic 3,363.53 64.05 2,897.96 39.21 7,170.50 45.22 6,018.64 36.00
- Import 1,888.23 35.95 4,493.43 60.79 8,687.21 54.78 10,698.56 64.00

Logistics

We use air, sea and land transportation to move raw materials and our finished goods. Product delivery is
outsourced to third-party logistics providers. Our reliance on freight forwarders ensures the shipment of products
from our manufacturing facilities to our customers. See “Risk Factors – We are dependent on third-party
transportation providers for the transport of raw materials for our manufacturing process and delivery of our
finished products” on page 53.

Distribution, Sales and Customers

We have an in-house sales and marketing team of 22 employees as of December 31, 2023, that specializes in
different areas of sales and marketing.

Our dedicated sales team handles key accounts with utilities and enterprises for solar cell and solar module sales
as these involve long sales cycles, multiple decision makers and a higher level of risk. Further, they are regularly
in contact with our clients to understand their evolving needs as well as market trends. Finished products are
dispatched from our manufacturing facilities to individual customers. Our customers belong to diverse sectors and
industries and primarily relate to private projects, public sector undertakings and large rooftop installations. Some
of our key customers in this business vertical include customers in India and as well global customers across
jurisdictions. For more information on our key customers, see “Our Business – Strengths – We have a diversified
customer base with strong customer relationships both within India and overseas with a strong order book” on
page 211.

Marketing

We participate in local, national, and international exhibitions focused on renewable and solar energy.
Additionally, our online presence is marked by social media activity. Our advertising efforts are tailored to each
market by adapting to the local languages and cultural norms, aiming to reach the most relevant audience. To
ensure the effectiveness of our advertising campaigns, we collaborate with media companies to secure optimal
advertising placements.

Awards

We have received the following key awards, accreditations and recognitions in the past three Fiscals and the nine
months ended December 31, 2023:

Calendar Key Awards / Accreditations

Year
2024 Environmental Responsibility Initiative of the Year awarded by the Electronics Sector Skills Council of
India (ESSCI) at the ESSCI National Skills Awards for Eminence
2023 Best ESG Performance in Responsible Sourcing awarded by Transformance Forums in the 3rd Annual
ESG Summit and Awards 2023
Best ESG Performance in Product Stewardship (Water) awarded by Transformance in the 3rd Annual
ESG Summit and Awards 2023
Certificate of honor for Winner in the category of Leading Renewable Energy Manufacturers awarded
by Informa Markets in the Renewable Energy India Awards
Certificate of honor for Winner in the category Excellence in Sustainability awarded by Informa Markets
in the Renewable Energy India Awards
PVEL PV Module Reliability Scorecard Top Performer 2023
2022 Best Sustainability Practices – Silver Category awarded by the Government of Telangana’s Industrial
and Commerce Department in the Industry Awards 2022

Information Technology

Information technology is crucial for our business, boosting productivity, enhancing customer service, and

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strengthening risk management. Our business operations and strategic directions are supported by a strong
information technology infrastructure, which includes applications such as SAP HANA, and HRONE for Human
Resource Management System (HRMS). We enhance our automation systems based on user feedback and internal
audits to improve the management of various business processes, including procurement, production, sales, and
financial transactions with vendors, suppliers, and customers.

Competition

Some of our key competitors across our business verticals include Waaree Energies, Mundra Solar, Jupiter Solar,
Vikram Solar, Goldi Solar, RenewSys India and Websol Green Energy. (Source: F&S Report)

While competition in the solar manufacturing industry is likely to further intensify in view of the favorable
regulatory impetus, we believe we are well-positioned to compete with these companies given our strategy of
backward integration into wafers and ingots, while at the same time offering a complete range of solar cells and
solar modules across India and increasingly in international markets, as well as our brand recognition. With over
29 years of operating history in the solar energy space and the quality of our products, our product development
capability and our range of solar cells and solar modules, we aim to compete effectively with our industry peers.
For further information on the competition that we face in the markets in which we operate, see “Risk Factors –
We face intense competition in our markets, and we may lack sufficient financial or other resources to
maintain or improve our competitive position” and “Industry Overview” on pages 58 and 152, respectively.

Environment, Social and Governance

Our activities are subject to the environmental laws and regulations of India. For information regarding applicable
health, safety and environmental laws and regulations, see “Key Regulations and Policies” on page 236.

Environment

We consider environmental issues to be an important factor in our operations and we take various measures to
ensure that our operations do not negatively impact the environment. With an ISO 14001 certification, our
Company ensures that its impact on the environment is constantly being measured and improved with the ultimate
goal of lowering our carbon footprint. By deploying energy efficient manufacturing processes, such as industrial-
grade automated tools in our production, we optimize energy use on the shop floor level. Moreover, we also utilize
green energy ourselves via solar roofing at our manufacturing facilities that is capable of generating 6.61 MW of
renewable energy for captive consumption and we also conserve water through rainfall pits and water management
systems. We have invested in a zero liquid discharge system, which utilizes mechanical vapor recompression
evaporation technology which uses significantly less steam compared to traditional processes and helps us recycle
100% of the water used in our manufacturing processes – 91% of such water is recovered for reuse while 9% is
lost through evaporation. We can recycle the sewage and effluent generated in the plant. Further, the hazardous
waste that we generate through our operations such as process sludge, chemical contaminated absorbent pad and
gloves, oil-soaked cotton waste and oil filters, is either recycled or reused as an input by cement industries, while
the non-hazardous waste such as carton, glass, waste wood scrap, coin box scrap and plastic is sent for recycling.

Social

We have been recognized as a ‘Great Workplace’ by Great Place to Work, India for Fiscals 2022, 2023 and 2024.
We also uphold the ISO 45001 standard for Occupational Health and Safety. With the health and safety of our
employees being a top priority, we have developed a comprehensive contractor safety manual and have established
incident management systems. Training on high-risk topics is regularly conducted to bolster operational safety
and sustainability.

Diversity and inclusion remain critical facets of our social policy. Notably, we have increased female
representation across our Company. We will continue to launch initiatives aimed at promoting their welfare.

Governance

We have implemented an Integrated Management System (IMS) policy to approach the challenges faced by the
contemporary energy sector with practical solutions. This policy is aimed at improving customer experiences and
fostering a work environment that is both safe and conducive to health through continuous refinement and

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adherence to best practices. We focus on enhancing our operations by upgrading technology and developing our
employees’ skills.

The IMS is a cohesive framework that consolidates all functional standards and procedures, ensuring that every
facet of our Group is managed through an intelligent, integrated system. To ensure this, we have engaged an entity
with expertise in legal risk management solutions particularly in the areas of compliance management, audits,
contract lifecycle management, litigation and corporate governance.

Credit Ratings and Debt Raising

As of February 29, 2024, we have received a long-term credit rating of BBB+ and a short-term credit rating of A2
(reaffirmed) from CRISIL with respect to our borrowing facilities availed from lenders. Credit ratings reflect the
opinion of the rating agency on our management, track record, diversified clientele, increase in scale and
operations and margins, medium-term revenue visibility and operating cycle. See “Risk Factors – Our ability to
access capital at attractive costs depends on our credit ratings. Non-availability of credit ratings or a poor rating
may restrict our access to capital and thereby adversely affect our business, financial conditions, cash flows
and results of operations” on page 55.

Our credit ratings and bank relationships are key determinants in our ability to obtain financing and have assisted
us in obtaining financing for capital expenditure in respect of our capacity expansion in the past three Fiscals and
the nine months ended December 31, 2023. The table below indicates that approximately 75% of our capital
expenditure in the past three Fiscals and current Fiscal for the expansion in capacity for our manufacturing
facilities were funded by debt.

Total
Product Line Funded by
Project Percentage Sanction
Entity Lender Lender
Cost (₹ (%) Year
(₹ million)
million)
PEPPL IREDA 6.61 MW rooftop 305.90 229.40 74.99% 2022
solar / 5.16 MW
captive solar rooftop
PEIPL IREDA 1,033 MW solar cell 4,995.50 3,746.60 75% 2022
line(1)
PEIPL IREDA 1,016 MW solar 2,004.50 1,503.30 75% 2022
module line(2)
PEGEPL IREDA 1,034 MW solar 1,750.00 1,312.50 75% 2024
module line
* currently under
construction
PEPPL IREDA 1,000 MW TOPCon 6,694.05 5,020.00 74.99% 2024
solar cell line
* currently under
construction
Notes:
(1) As determined by IREDA at the time of issuing their sanction letter in respect of this project. This relates to the solar cell line in Unit
III which subsequently increased its annual installed capacity to 1,250 MW upon commissioning.
(2) As determined by IREDA at the time of issuing their sanction letter in respect of this project. This relates to the solar cell line in Unit
IV which subsequently increased its annual installed capacity to 1,600 MW upon commissioning.

Insurance

Our operations are subject to hazards inherent in manufacturing facilities such as risk of equipment failure, work
accidents, fire, earthquakes, flood and other force majeure events, acts of terrorism and explosions including
hazards that may cause injury and loss of life, severe damage to and the destruction of property and equipment, and
environmental damage. We maintain ongoing insurance policies in order to manage the risk of losses from
potentially harmful events, including: (i) marine export import insurance open and marine open import declaration
policy; (ii) industrial all risk insurance covering fire and material damages to machinery; (iii) fire policy covering,
among others, stocks and stocks in process at our electric generation stations; (iv) burglary policy; (v) group
medicare policy; (vi) module warranty insurance; and (vii) vehicle insurance.

The table below provides details of our insurance cover for the year / period indicated:

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 For the nine
months ended
Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023
December 31,
2023
Insurance cover for property, plant and 9,529.34 9,460.90 20,127.06 25,090.89
equipment, and inventory (₹ million)
Gross block of property, plant and equipment 5,207.08 8,665.39 16,812.86 21,814.95
including solar power plant, CWIP and
inventory (₹ million)
Insurance cover as a percentage of gross 183.01 109.18 119.71 115.02
block of property, plant and equipment
including solar power plant, CWIP and
inventory (%)

In addition, our solar modules are sold, depending on model, with a 10- to 12-year warranty for product
manufacturing defects and with a 25- to 30-year warranty relating to output performance. If a manufacturing
defect is discovered during the relevant warranty period, we are required to either repair or replace the solar
module or refund the purchase price of the solar module without interest or any charge. The table below provides
details of our warranty provisions created (reversed) during the period / year end and provisions for warranty as
of the period / year end as a percentage of our revenue from operations for the year / period indicated:

As at December 31 /
As at March 31 / As at March 31 / As at March 31 /
For the nine months
Fiscal 2021 Fiscal 2022 Fiscal 2023 ended December 31,
2023
Percentage Percentage Percentage Percentage
of revenue of revenue of revenue of revenue
Particulars Amount Amount Amount Amount
from from from from
operations operations operations operations
(₹ (₹ (₹ (₹
(%) (%) (%) (%)
million) million) million) million)
Warranty provision 54.60 0.78 (37.31) (0.50) (24.98) (0.17) 85.00 0.42
(reversal) for the
period/ year
Provisions as of period/ 339.12 4.83 294.89 3.97 269.92 1.89 354.92 1.76
year

We believe our insurance coverage is on comparable terms to that generally carried by companies engaged in similar
businesses in India. We may, however, not be insured fully against all the risks associated with our business either
because insurance is not available in India for certain coverage items or because premiums for some coverage are
prohibitive. See “Risk Factors – We may be subject to significant risks and hazards when constructing, operating
and maintaining our manufacturing facilities, for which our insurance coverage might not be adequate.” on page
62.

Human Resources

As of December 31, 2023, we employed 1,396 full-time employees broken down as follows:

Department No of Employees
Operations 913
Administration 91
Human resource development 13
Supply chain 97
Quality 88
Projects 71
Finance and accounts 51
Research and development 28
Business development and sales 22
IT 7
Management 9
Secretarial and legal 5
ESG 1
Total 1,396

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We also hire contract labor through third-party agencies for tasks like production, handling of materials and
products, EPC and various other activities at our manufacturing facilities. As of December 31, 2023, we had 2,059
contracted workers, with numbers fluctuating according to the specific needs and scale of outsourced work.

Our human resource policies focus on attracting skillful individuals, fostering their advancement, and promptly
addressing any complaints. We run training sessions to enhance a range of skills, promote teamwork, and
encourage personal development among our employees. In our manufacturing processes, we train our employees
on machine use, workflow, quality control, and safety. Our workforce is not unionized, and we have not had
significant interruptions in work due to labor disputes in the past three Fiscals and the nine months ended
December 31, 2023. For further information, see “Risk Factors – We may be subject to unionization, work
stoppages or increased labor costs, which could adversely affect our business, cash flows and results of
operations. We also have a large number of contract laborers resulting in increased costs to the Company” on
page 67.

Intellectual Property

Our success depends in part on our ability to protect our technology and intellectual property. In the course of
our business, we use various financial, business, scientific, technical, economic and engineering information,
formulas, designs, methods, techniques, processes and procedures, all of which is confidential and proprietary
information. We primarily rely on a combination of trademarks and other intellectual property laws and non-
disclosure agreements to establish and protect our intellectual property rights.

As of December 31, 2023, we have four trademarks registered in India relating to three logos and one wordmark.
These trademarks are integral to our branding as we leverage these for marketing, branding, promotion,
advertising, distribution, and sales of our manufactured products in India. Furthermore, our Material Subsidiaries
have been granted the exclusive right to use these trademarks through licensing agreements. For further
information see “Risk Factors – We may not be able to adequately protect our intellectual property” on page 57.

Corporate Social Responsibility

We have constituted a corporate and social responsibility (“CSR”) committee of our Board of Directors (the
“CSR Committee”) and have adopted and implemented a CSR policy, pursuant to which we carry out various
CSR activities. See “Our Management – Board Committees – Corporate Social Responsibility Committee” on
page 265. Our CSR activities are primarily focused on, amongst others, education, poverty alleviation,
strengthening livelihood and rural development.

We seek to integrate our business values and operations in an ethical and transparent manner to improve our
initiatives related to quality management, environment preservation and social awareness. We believe that
corporate social responsibility is an integral part of our business strategy and purpose. For Fiscals 2021, 2022 and
2023 and the nine months ended December 31, 2023, our corporate social responsibility expenses were ₹15.86
million, ₹6.86 million, ₹8.20 million and ₹3.44 million, respectively.

Property

Details of the material properties of our Group are as follows.

Our Company’s registered office is situated at Plot No. 8/B/1 and 8/B/2, E-City, Maheshwaram Mandal, Raviryala
Village, K.V. Rangareddy 501 359, Telangana, India and our Company’s corporate office is situated at 8th Floor,
Orbit Tower, Hyderabad Knowledge City, Raidurg (Panmakhta Village), Serilingampally Mandal, Hyderabad
500 019, Telangana 50008, India. The premises for our corporate office operates on a leasehold basis and is sub-
leased from Symbyont Asset Management Private Limited under an agreement valid through May 14, 2028 (with
an option for renewal), while the premises for our Company’s registered office is owned by PEPPL and used by
us pursuant to NOC from PEPPL. We also have branch offices, warehouses and guest houses across India, which
we hold on a leasehold basis or pursuant to a letter of allotment from a government enterprise.

As of the date of this Draft Red Herring Prospectus, we also operate through five manufacturing facilities through
three properties, all of which are situated on land that we own, in Telangana, India, and land has been allotted by
TSIIC Limited to us in connection with the establishment of a sixth manufacturing facility (“Unit VI”) on 75
acres of land at UDL-5 Part at Industrial Park, Seetharampur, Ranga Reddy District, Telangana, India to house
the additional 4 GW TOPCon cell and 4 GW module lines which we intend to commission with the proceeds from

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the Fresh Issue i.e. the Project. See “Objects of the Offer” on page 119. These facilities are, and in the case of the
Project will be, established on land that we own outright, on a freehold basis. Some of the facilities are owned by
one of the Subsidiaries and have been leased to other Subsidiaries, as indicated below.

Manufacturing Location Registered Address Area Usage

Facility owner (Acres)
Unit I Annaram, PEL Sy. No.: 53, 54 (P), 56 (P), 57 & 60 5.05 Solar module
Telangana (P), Annaram, Bollaram Village, manufacturing
Jinnaram Mandal, Sangareddy Dist.
– 500043
Unit II and III(1) E-City, PEPPL Plot No 8/B/1 and 8/B/2, Survey No. 25.00 Solar cell and
Hyderabad 62 P 63(P) and 88 (P), E-City, solar module
Raviryala Village, Maheshwaram manufacturing
Mandal, Ranga Reddy 501359,
Telangana, India
Unit IV and V(2) E-City, PEGEPL Plot No. S-95, S-96, S-100, S-101, S- 14.86 Solar module
Hyderabad 102, S-103, S-104, Maheshwaram manufacturing
Mandal, Srinagar Village, Raviryal
Industrial Area, FAB City,
Rangareddy, Telangana, 501359
Unit VI Seetharampur PEGEPL UDL-5 Part at Industrial Park, 75.00 Solar cell and
Industrial Seetharampur, Ranga Reddy District, solar module
Area, Telangana, India manufacturing
Hyderabad

Notes:
(1) Unit III is leased from PEPPL to PEIPL.
(2) Unit IV is leased from PEGEPL to PEIPL.

For further information, see “Risk Factors – Our corporate office, branch offices and warehouses are located
on leased premises. There can be no assurance that our lease or rental agreements will be renewed upon
termination or that we will be able to lease other premises on the same or similar commercial terms” on page
66.

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 KEY REGULATIONS AND POLICIES IN INDIA

The following description is a summary of certain key statutes, rules, regulations, notifications, memorandums,
circulars and policies which are applicable to our Company and its Material Subsidiaries and the business
undertaken by our Company and its Material Subsidiaries. The information detailed in this chapter has been
obtained from sources available in the public domain and is based on the current provisions of Indian law and
the judicial, regulatory and administrative interpretations thereof, which are subject to change or modification
by subsequent legislative actions, regulatory, administrative, quasi-judicial, or judicial decisions. The regulations
set out below may not be exhaustive and are only intended to provide general information to the investors and are
neither designed nor intended to substitute professional legal advice.

Under the provisions of various Central Government and State Government statutes and legislations, our
Company and our Material Subsidiaries are required to obtain and regularly renew certain licenses or
registrations and to seek statutory permissions to conduct our business and operations. For details, see
“Government and Other Approvals” on page 404.

Industry specific laws

The Electricity Act, 2003 (“Electricity Act”)

The Electricity Act is a central legislation and provides for, inter alia, generation, transmission, distribution,
trading and use of electricity and generally for taking measures conducive to development of electricity industry.
Under the Electricity Act, the transmission, distribution, and trade of electricity are regulated activities which
require licenses from the Central Electricity Regulatory Commission (“CERC”), the State Electricity Regulatory
Commissions (“SERCs”) or a joint commission (constituted by an agreement entered into between two or more
State Governments or the Central Government in relation to one or more State Governments, as the case may be).

Under the Electricity Act, the appropriate commission, guided by, inter alia, the methodologies specified by the
CERC, shall specify the terms and conditions for the determination of tariff. The Electricity Act further requires
the Central Government to prepare the national electricity policy and tariff policy, from time to time,in consultation
with the State Governments and Central Electricity Authority.

The Electricity Act promotes co-generation and generation of electricity from renewable sources of energy by
requiring the relevant SERCs to (i) provide suitable measures for grid connectivity and sale of electricity from
such sources; and (ii) specify a percentage of the total consumption of electricity in the area of distribution
licensees for purchase of electricity from such sources, known as renewable purchase obligations (“RPOs”). The
Ministry of Power, Government of India (the “MoP”), has from time to time notified the long-term growth
trajectory of RPOs for solar and non-solar power, uniformly for all states/union territories. The MoP, through an
order dated July 22, 2022 (F. No. 09/13/2021-RCM) has notified the RPO trajectory for a period of 8 years i.e.,
Fiscal 2023 to Fiscal 2030. It includes trajectory for wind renewable purchase obligations, hydro power renewable
purchase obligations and other renewable purchase obligations. The Electricity (Amendment) Bill, 2022 has been
placed before the Parliament, which seeks to amend certain provisions of the Electricity Act in view of the
importance of green energy for the environment in the context of global climate change concerns and India’s
international commitments to increase the share of renewable energy, amongst other things.

Central Electricity Regulatory Commission (Terms and Conditions for Tariff Determination from Renewable
Energy Sources) Regulations, 2020 (“Tariff Regulations”)

The Tariff Regulations prescribe the criteria that may be taken into consideration by the CERC while determining
the tariff for the sale of electricity generated from renewable energy sources. The CERC shall determine project-
specific tariff for solar PV power projects, based on financial principles such as, inter alia, debt equity ratio, loan
tenure and interest on loan, interest on working capital and any incentive, grant or subsidy from the Central or
State Government.

Bureau of Indian Standards Act, 2016 (the “BIS Act”) and the Solar Photovoltaics, Systems, Devices and
Components Goods (Requirements for Compulsory Registration) Order, 2017 (“Compulsory Registration
Order”)

The Bureau of Indian Standards Act, 2016 provides for the establishment of the Bureau of Indian Standards
(“BIS”) as the national standards body for the standardization, conformity assessment and quality assurance of

236
goods. Functions of the BIS include, inter alia, (a) establishing, publishing, reviewing and promoting the Indian
standard, in relation to any goods, article, process, system or service (b) adopting as an Indian standard, any
standard established for any article or process by any other institution in India or elsewhere; (c) establishing a
standard mark in relation to each of its conformity assessment schemes, which shall be of such design and contain
such particulars as may be specified by regulations to represent a particular standard (“Standard Mark”); and (d)
appointing certification officers for inspecting whether any goods, article, process, system or service in relation
to which the Standard Mark has been used conforms to the relevant standard. A person may apply to the bureau
for grant of license or certificate of conformity, if their articles, goods, process, system or service confirms to the
Indian standard.

The Central Government, in exercise of its powers under the BIS Act, has issued the Compulsory Registration
Order in consultation with BIS vide an order issued by MNRE dated August 30, 2017. In terms of the Compulsory
Registration Order, any manufacturer who manufactures, stores for sale, sells or distributes; (a) utility
interconnected photovoltaic inverters, (b) power converters for use in PV power system, (c) PV modules (wafer
and thin film) (d) thin film terrestrial PV modules; (e) crystalline silicon terrestrial PV modules and (f) storage
batteries (collectively the “Goods”) shall apply to BIS and obtain registration for use of the Standard Mark in
relation to such Goods. The Compulsory Registration Order prohibits the manufacture or storage for sale, import,
or distribution of the Goods which do not conform to the Indian standard specified in the Schedule of the Order.
In view of the availability of limited test facilities, the MNRE has published notifications from time to time,
extending the timeline of implementation of the Compulsory Registration Order for SPV inverters subject to self-
certification and test reports from accredited test labs.

Approved Models and Manufacturers of Solar Photovoltaic Modules (Requirement for Compulsory
Registration) Order, 2019 (“ALMM Order”)

To ensure the quality of solar cells and solar modules, used in solar PV power plants, the MNRE issued the ALMM
Order on January 2, 2019. The ALMM Order provides that only the models and manufacturers included in the
ALMM, which is a list of eligible models and manufacturers complying with BIS standards, would be eligible for
use in government / government assisted projects under government schemes and programmes installed in the
country, including projects set-up for sale of electricity to the government under the “Guidelines for Tariff Based
Competitive Bidding Process for Procurement of Power from Grid Connected Solar PV Power Projects” dated
August 3, 2017 and the amendments thereof (collectively, the “Applicable Projects”). The ALMM consists of
List I, specifying models and manufacturers of solar PV modules and List II specifying models and manufacturers
of solar PV cells. After March 31, 2020, solar PV module manufacturers in List I have to mandatorily source PV
solar cells only from manufacturers in List II for the Applicable Projects.

Manufacturers are required to make an application to the MNRE for inclusion in the ALMM. For being eligible
to be included in List-I, the manufacturers are required to obtain a BIS certification in accordance with the
Compulsory Registration Order. Before inclusion in the ALMM, a MNRE team will conduct inspection of the
manufacturing facility of manufacturers whose models are certified/registered under the Compulsory
Registration Order. If enlisted, such enlistment shall be valid for a two-year period and can be renewed by
submitting necessary documents and continued satisfactory performance of their products. Enlisted models and
manufacturers will be subjected to random quality tests and any failure or non-compliance will lead to removal
from the ALMM.

With effect from March 10, 2023, the ALMM Order has been kept in abeyance for one financial year, i.e., FY
2023-24. Thus, Applicable Projects commissioned by March 31, 2024 will be exempted from the requirement of
procuring solar PV modules from the ALMM.

Public Procurement (Preference to Make in India) Order for Renewable Energy Sector, 2018 (“Make in India
Renewable Energy Order”)

Pursuant to the Public Procurement (Preference to Make in India) Order, 2017 dated June 15, 2017 issued by the
DIPP (the “Make in India Order”) to promote the manufacture and production of goods and services in India,
the MNRE has issued the Make in India Renewable Energy Order on December 11, 2018, directing all
departments / attached offices / subordinate offices of the MNRE or autonomous bodies controlled by the Central
Government or government companies (as defined under the Companies Act, 2013) to adhere to the Make in India
Order with respect to all of their procurements. For grid connected solar power projects, apart from civil
construction, central ministries, departments, and central public sector undertakings, are required to give
preference to domestically manufactured components, with solar modules required to be 100% locally

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manufactured and other components such as inverters required to be at least 40% locally manufactured. With
respect to off grid / decentralized solar power, the requirement of local content in solar streetlights, solar home
lighting systems, solar power packs / micro grid, solar water pumps, inverters, batteries, and any other solar PV
balance of system is at least 70%.

National Electricity Policy and the National Electricity Plan

The Central Government approved the National Electricity Policy on February 12, 2005, in accordance with the
provisions of the Electricity Act. The National Electricity Policy lays down the guidelines for accelerated
development of the power sector, including renewable energy, providing supply of electricity to all areas and
protecting interests of consumers and other stakeholders. The National Electricity Policy provides that the SERCs
may determine an appropriate pricing differential in tariffs in order to promote renewable energy technologies,
until such time that non-conventional technologies can compete with conventional sources of energy. It further
encourages SERCs to increase the share of electricity from non-conventional sources and make RPOs applicable
for the tariffs determined by them. The Central Government has further notified the National Electricity Plan,
Volume I on January 15, 2019 in accordance with the provisions of the Electricity Act and the National Electricity
Policy. The draft National Electricity Plan Volume II (Transmission) 2022-27 is under finalization.

National Tariff Policy

The Central Government notified the revised National Tariff Policy effective from January 28, 2016. The National
Tariff Policy, inter alia, seeks to ensure availability of electricity to consumers at reasonable and competitive rates,
ensure financialviability of the sector and attract investments and promote generation of electricity from renewable
sources. The National Tariff Policy recommends that the appropriate commissions under the Electricity Act should
provide a regulatory framework to facilitate generation and sale of electricity from renewable energy sources
particularly from roof-top solar system by any entity including local authority, panchayat institution, user
institution, cooperative society, non governmental organization, franchisee or by renewable energy service
company.

Integrated Energy Policy 2006

The Integrated Energy Policy, 2006, (the “Policy”) is a report of an expert committee constituted by the
Government of India, to explore alternative technologies and possible synergies that would increase energy system
efficiency and meet the requirement for energy services. The aims and objectives of this Policy include, amongst
others, providing appropriate fiscal policies to take care of externalities, tax measures, transparent and targeted
subsidies, promoting energy efficiency, and providing incentives for renewable energy production. The Policy
also provides for the respective power regulators to mandate feed-in laws for renewable energy, as may be
appropriate and as provided under the Electricity Act.

State solar policies

Our Company’s operations are also subject to the solar policies framed in the states in which the solar power
projects are implemented, and we supply our products to such projects. Such policies typically provide a
framework for the governance of the solar power industry and projects, procedures for undertaking of bids, terms
of the renewable purchase obligations, connectivity to grid lines and the measures to be taken to promote the
development of solar power in the state, including incentives to manufacturer such as grants of concessions on
certain taxes, research and development initiatives.

Electricity (Promoting Renewable Energy through Green Energy Open Access) Rules, 2022 (“Electricity Rules
2022”)

The Electricity Rules 2022 is applicable to the generation, purchase and consumption of green energy, i.e.,
electrical energy from renewable sources of energy. It provides in detail for RPOs for entities obligated under the
Electricity Act, green energy open access, procedure for the grant of green energy open access, green certificate,
charges to be levied on open access and cross-subsidy surcharge. It also provides for tariff for green energy which
shall be determined by the appropriate commission. It shall comprise of the average pooled power purchase cost
of the renewable energy, cross-subsidy charges, if any, and service charges covering the prudent cost of
distribution licensee for providing the green energy.

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Framework for Promotion of Decentralized Renewable Energy Livelihood Applications (“DRE Policy”)

The Ministry of New and Renewable Energy issued the DRE Policy in February 2022 with the objective of
facilitating the development of an enabling ecosystem for widespread access to decentralized renewable energy
(“DRE”) applications for promoting sustainable livelihoods in the country, including in rural and remote areas.
The DRE Policy aims to enable a market-oriented ecosystem to attract the private sector for the development and
deployment of DRE based livelihood applications. It seeks to ensure a strong monitoring and evaluation
framework for long-term performance sustainability of DRE based livelihood solutions and to assess their impact
on different populations including marginalized groups and women. It also aims to promote skill development for
strengthening the service infrastructure at the local level and encourage innovation and research and development
to develop efficient and cost-effective DRE livelihood applications.

Production Linked Incentive Scheme ‘National Programme on High Efficiency Solar PV Modules’ and
guidelines thereunder (“PLI Scheme”)

The MNRE issued the PLI Scheme on April 28, 2021. The Scheme aims to promote manufacturing of high
efficiency solar PV modules in India and thus reduce import dependence in the area of renewable energy. The
objectives of the Scheme are to (a) to build up solar PV manufacturing capacity of high efficiency modules; (b)
to bring technology to India for manufacturing high efficiency modules; (c) to promote setting up of integrated
plants for better quality control and competitiveness; (d) to develop an ecosystem for sourcing of local material
in solar manufacturing; and (e) employment generation and technological self-sufficiency. The MNRE has
designated the Indian Renewable Energy Development Agency (“IREDA”) as the implementing agency and
allocated an amount of ₹45,000 million to be spent over a period of five years. The Scheme provides for the
selection of beneficiaries through a transparent bidding process and shortlisting of applications after consideration
of parameters such as the extent of integration, manufacturing capacity and minimum module performance.
Further, in order to qualify for the bid, the applicant manufacturer is required to undertake to set up a
manufacturing plant of minimum 1,000 MW capacity (1,000 MW each for all individual stages included in the
manufacturer’s proposal). Subsequent to shortlisting based on the aforesaid parameters, the shortlisted bidders are
to be assigned marks, for determining their inter-se position based on certain criteria.

The MRNE notified Tranche II of the PLI Scheme on September 30, 2022 with an additional allocation of
₹195,000 million for manufacture of high efficiency modules. The MRNE has designated the Solar Energy
Corporation of India Limited (“SECI”) as the implementing agency for Tranche II of the Scheme. Bidders are to
be selected on the basis of parameters such as extent of integration, manufacturing capacity proposed to be set up
(in GW), year-wise percentage of local value addition and year-wise performance parameters of manufactured
modules. In order to qualify for the bid, the applicant manufacturer is required to undertake to set up a
manufacturing plant of minimum 1,000 MW capacity (1,000 MW each for all individual stages included in the
manufacturer’s proposal). The manufacturing units sanctioned under the Scheme are eligible for availing funds
on an annual basis on sale of high efficiency solar PV modules for five years from commissioning of the proposed
manufacturing unit or five years from scheduled commissioning date, whichever is earlier. Consequently, in case
of delayed commissioning, the PLI period would reduce from five years by the period of the delay in
commissioning.

Pradhan Mantri Kisan Urja Suraksha evam Utthaan Mahabhiyan Scheme 2019 (“PM-KUSUM Scheme”)

The PM-KUSUM Scheme was implemented by the MNRE in 2019 with three components: (i) Component A -
for setting up of 10,000 MW of decentralised grid connected renewable energy power plants on barren land. Under
this component, solar energy-based power plants of capacity 500 KW to 2 MW will be set up by individual
farmers, group of farmers, cooperatives, panchayats, farmer producer organisations or water user associations on
barren land. The power generated will be purchased by state electricity distribution companies (“DISCOMs”) at
pre-fixed tariff determined by the SERCs; (ii) Component B - for installation of standalone solar agriculture
pumps. Individual farmers will be supported to install standalone solar agriculture pumps of capacity upto 7.5 HP
in off-grid area, where grid supply is not available; and (iii) Component C - for solarisation of grid connected
agriculture pumps. Under this component, individual farmers having grid connected agriculture pumps will be
supported to solarise pumps. The farmers will be able to use the generated solar power to meet their irrigation
needs and excess power will be sold to DISCOMs at pre-fixed tariff. The MNRE vide its order dated August 1,
2022, extended the PM-KUSUM Scheme till December 31, 2026 along with certain amendments to the
implementation guidelines of the Scheme. On January 17, 2024 the MNRE has notified comprehensive guidelines
for the implementation of the PM-KUSUM Scheme.

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Grid Connected Solar Rooftop Programme

The MNRE launched the Grid Connected Solar Rooftop Programme on March 8, 2018 with an aim to achieve a
cumulative capacity of 40,000 MW from the rooftop solar projects by 2022. Phase-II of the Grid Connected Solar
Rooftop Programme was approved by the Cabinet Committee on Economic Affairs (“CCEA”) and provides for
central financial assistance for residential rooftop solar installations upto 40% for rooftop systems up to a capacity
of 3 kW and 20% for those with a capacity of 3-10 kW. Phase-II also focuses on increasing the incentives for
DISCOMs based on achievement of certain installed capacity. By notice dated October 6, 2022, Phase-II of the
programme has been extended till March 31, 2026.

Telangana Industrial Policy, 2015 (“Industrial Policy”) and the Telangana State Industrial Project Approval
& Self Certification System Act, 2014 (“TS-iPASS Act”)

The Telangana Industrial Policy, 2015 aims to provide a framework which will stabilize and make existing
industries more competitive, and also attract and realize new international and national investments in the
industrial sector. It focuses on core manufacturing sectors and emphasises the creation of employment for urban
and rural youth and value addition to existing skills. One of the prime objectives of the Industrial Policy is the
production of high quality goods at the most competitive price, which will establish “Made in Telangana - Made
in India” as a brand with high global recognition. Renewable energy and solar parks are one of the thrust areas
under the Industrial Policy. The Industrial Policy encourages provision of appropriate incentives to encourage
investments in non-conventional energy projects, especially solar power.

Further to the aims of the Industrial Policy, the State Government of Telangana has passed the TS-iPASS Act for
issuance of various clearances at a single point based on the self-certification through an end-to-end interactive,
online system. The TS-iPASS Act provides for a ‘right to clearance’ whereunder applicants have the right to seek
knowledge about reasons for delay in grant of approval and to cause imposition of penalties to the designated
officers of the competent authority.

Modified Special Incentive Package Scheme

The Ministry of Electronics and Information Technology launched the Modified Special Incentive Package
Scheme (the “M-SIPS”) in July 2012, to promote large scale manufacturing in India. It provides special incentives
for investments pertaining to capital expenditure in both, special economic zones (“SEZs”) and non-SEZs. Our
Company has benefited from financial incentives in the form of capital subsidies awarded under M-SIPS.

Environmental laws

Environment Protection Act, 1986 (the “EP Act”) and the Environment Protection Rules, 1986 (the “EP
Rules”) read with the Environmental Impact Assessment Notification, 2006 (“EIA Notification”)

The EP Act has been enacted with the objective of protection and improvement of the environment and for matters
connected therewith. As per the EP Act, the Central Government has been given the power to take all such
measures for the purpose of protecting and improving the quality of the environment and to prevent, control and
abate environmental pollution. Further, the Central Government has been given the power to give directions in
writing to any person or officer or any authority for any of the purposes of the EP Act, including the power to
direct the closure, prohibition or regulation of any industry, operation, or process. The EP Rules prescribes the
standards for emission or discharge of environmental pollutants from industries, operations, or processes,
prohibitions and restrictions on the location of industries as well as prohibitions and restrictions on the handling
of hazardous substances in different areas for the purpose of protecting and improving the quality of the
environment and preventing and abating environmental pollution. Additionally, under the EIA Notification and
its subsequent amendments, projects are required to mandatorily obtain environmental clearance from the
concerned authorities depending on the spatial extent of potential impacts and potential impact on human health
and natural and manmade resources.

Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”)

The Water Act provides for the prevention and control of water pollution and the maintaining or restoring of
wholesomeness of water, and the establishment of the Central Pollution Control Board, as well as state pollution
control boards (“State PCB”), to implement its provisions, including to lay down standards of treatment of sewage
and trade effluents. The Water Act prohibits the use of any stream or well for the disposal of polluting matter, in

240
violation of the standards set down by the State PCB. The Water Act also provides that the consent of the State
PCB must be obtained prior to establishing any industry, operation or process, or opening of any new outlets,
which are likely to discharge sewage effluent. The Water Act prescribes specific amounts of fine and terms of
imprisonment for various contraventions.

Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”)

The Air Act provides for the prevention, control and abatement of air pollution. Under the Air Act, the State
Government may, after consultation with the relevant state pollution control board declare, by notification in the
Official Gazette, any area or areas within the state as air pollution control area or areas for the purposes of the Air
Act. Pursuant to the provisions of the Air Act, any person establishing or operating any industrial plant within an
air pollution control area, must obtain the consent of the relevant state pollution control board prior to establishing
or operating such industrial plant. Further, no person operating any industrial plant in any air pollution control
area shall discharge or permit or cause to be discharged the emission of any air pollutant in excess of the standards
laid down by the state pollution control board. The Air Act prescribes specific amounts of fine and terms of
imprisonment for various contraventions.

Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (the “Hazardous
Waste Rules”)

The Hazardous Waste Rules regulate the management, treatment, storage and disposal of hazardous waste. Under
the Hazardous Waste Rules, “hazardous waste” inter alia means any waste which by reason of characteristics
such as physical, chemical, biological, reactive, toxic, flammable, explosive or corrosive, causes danger or is
likely to cause danger to health or environment, whether alone or in contact with other wastes or substances. Every
occupier of a facility generating hazardous waste must obtain authorization from the relevant state pollution
control board. Further, the occupier, importer or exporter, or operator of a disposal facility is liable for damages
caused to the environment or third party resulting from the improper handling and management and disposal of
hazardous waste and shall be liable to pay any financial penalty that may be levied by the respective state pollution
control board for violation of the Hazardous Waste Rules.

Petroleum Act, 1934 (“Petroleum Act”) and Petroleum Rules, 2002 (“Petroleum Rules”)

The Petroleum Act regulates the import, transport, production, refining, storage, blending of petroleum. Further,
it empowers the Central Government to prescribe standards for pipelines and storage receptacles for petroleum,
and to authorise officers to certify testing apparatus and to inspect, make entry, take samples, and certify grades
of petroleum in a particular establishment. The Petroleum Rules require every person importing, transferring, or
storing petroleum of certain grades to do so only in accordance with a licence granted under the Petroleum Rules.

Labour laws

Factories Act, 1948

The Factories Act, 1948, as amended (the “Factories Act”), defines a “factory” to cover any premises which
employs or had employed 10 or more workers on any day of the preceding 12 months and in which a
manufacturing process is carried on with the aid of power or any premises where at least 20 workers are or were
employed on any day of the preceding 12 months, and where a manufacturing process is carried on without the
aid of power. Each State Government has enacted rules in respect of the prior submission of plans and their
approval for the establishment of factories and registration/licensing thereof. The Factories Act provides for
imposition of fines and imprisonment of the manager and occupier of the factory in case of any contravention of
the provisions of the Factories Act.

Contract Labour (Regulation and Abolition) Act, 1970

The Contract Labour (Regulation and Abolition) Act, 1970 (“CLRA”) regulates the employment of contract
labour in certain establishments. The CLRA provides that the appropriate Government may, after consultation
with the Central or State Advisory Boards (constituted under the CLRA), prohibit employment of contract labour
in any process, operation or other work in any establishment.
Shops and establishments legislations

Under the provisions of local shops and establishments legislations applicable in the states in India where our

241
establishments are set up and business operations exist, such establishments are required to be registered. Such
legislations regulate the working and employment conditions of the workers employed in shops and
establishments, including commercial establishments, and provide for fixation of working hours, rest intervals,
overtime, holidays, leave, termination of service, maintenance of records, maintenance of shops and
establishments and other rights and obligations of the employers and employees. These shops and establishments’
acts, and the relevant rules framed thereunder, in each state, also prescribe penalties in the form of monetary fine
or imprisonment for violation of provisions, as well as procedures for appeal in relation to such contravention of
the provisions.

In addition to the Factories Act, the CLRA and the local shops and establishments legislations, the employment
of workers, depending on the nature of activity, is regulated by a wide variety of generally applicable labour laws.
The various other labour and employment-related legislations (and rules issued thereunder) that may apply to our
operations, from the perspective of protecting the workers’ rights and specifying registration, reporting and other
compliances, and the requirements that may apply to us as an employer, would include the following:

• Employee’s Compensation Act, 1923.

• Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.
• Employees’ State Insurance Act, 1948.
• The Equal Remuneration Act, 1976.
• Maternity Benefit Act, 1961.
• Minimum Wages Act, 1948.
• Payment of Bonus Act, 1965.
• Payment of Gratuity Act, 1972.
• Payment of Wages Act, 1936.
• The Child and Adolescent Labour (Prohibition and Regulation) Act, 1986.
• The Labour Welfare Fund Act, 1965.
• Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In order to rationalize and reform labour laws in India, the Government of India has framed four labour codes,
namely:

(a) The Occupational Safety, Health and Working Conditions Code, 2020 received the assent of the President of
India on September 28, 2020, and proposes to subsume certain existing legislations, including the Factories
Act, 1948, the Contract Labour (Regulation and Abolition) Act, 1970, and the Inter-State Migrant Workmen
(Regulation of Employment and Conditions of Service) Act, 1979. This code proposes to provide for, among
other things, standards for health, safety and working conditions for employees of establishments, and will
come into effect on a date to be notified by the Central Government.
(b) The Industrial Relations Code, 2020 received the assent of the President of India on September 28, 2020, and
proposes to subsume three existing legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions
Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946. The Industrial Relations Code, 2020
will come into effect on a date to be notified by the Central Government.
(c) The Code on Wages, 2019 received the assent of the President of India on August 8, 2019. Through its
notification dated December 18, 2020, the Government of India brought into force certain sections of the
Code on Wages, 2019. The remaining provisions of this code will be brought into force on a date to be notified
by the Government of India. It proposes to subsume four separate legislations, namely, the Payment of Wages
Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal Remuneration
Act, 1976.
(d) The Code on Social Security, 2020 received the assent of the President of India on September 28, 2020.
Through its notification dated April 30, 2021, the Government of India brought into force Section 142 of the
Code on Social Security, 2020. The remaining provisions of this code will be brought into force on a date to
be notified by the Government of India. It proposes to subsume several separate legislations including the
Employee’s Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident
Funds and Miscellaneous Provisions Act, 1952, the Employment Exchanges (Compulsory Notification of
Vacancies) Act, 1959, the Maternity Benefit Act, 1961, and the Payment of Gratuity Act, 1972.

Intellectual property laws

The Trade Marks Act, 1999 (the “Trademarks Act”)

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The Trademarks Act governs the statutory protection of trademarks and prohibits any use of deceptively similar
trademarks, among others. The purpose of the Trade Marks Act is to grant exclusive rights to marks such as a
brand, label and heading, and to obtain relief in case of infringement of registered trademarks. Indian law permits
the registration of trademarks for both goods and services. Under the provisions of the Trademarks Act, an
application for trademark registration may be made before the Trademark Registry by any person claiming to be
the proprietor of a trade mark, whether individual or joint applicants, and can be made on the basis of either actual
use or intention to use a trademark in the future. Once granted, a trademark registration is valid for 10 years unless
cancelled, subsequent to which, it can be renewed. If not renewed, the mark is removed from the register of
trademarks and the registration is required to be restored. Further, simultaneous protection of trademarks in India
and other countries has been made available to owners of Indian and foreign trademarks.

Foreign investment and trade regulations

Foreign investment regulations

Foreign investment in India is governed by the provisions of Foreign Exchange Management Act, 1999, as
amended, along with the rules, regulations and notifications made by the Reserve Bank of India thereunder, and
the consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT, and any modifications thereto
or substitutions thereof, issued from time to time (the “Consolidated FDI Policy”). Under the current
Consolidated FDI Policy, foreign investment in manufacturing sector is under automatic route. Further, a
manufacturer is permitted to sell its products manufactured in India through wholesale and/or retail, including
through e-commerce, without Government approval.

Foreign Trade (Development and Regulation) Act, 1992 (the “FTA”)

The FTA seeks to provide for the development and regulation of foreign trade by facilitating imports into, and
augmenting exports from, India. The FTA provides that no person shall make any import or export except under
an importer-exporter code number (“IEC”) granted by the Director General of Foreign Trade, Ministry of
Commerce (“DGFT”). The IEC granted to any person may be suspended or cancelled inter alia in case the person
contravenes any of the provisions of FTA or any rules or orders made thereunder or the DGFT or any other officer
authorized by him has reason to believe that any person has made an export or import in a manner prejudicial to
the trade relations of India. Any person who makes any export or import in contravention of any provision of this
Act or any rules or orders made thereunder or the foreign trade policy would become liable to a penalty under the
FTA.

Customs Act, 1962 (“Customs Act”), the Customs Tariff Act, 1975 and rules made thereunder, and the
Manufacturing and Other Operations in Special Warehouse Regulations, 2020 (“MOOWR Regulations”)

The provisions of the Customs Act, 1962 and rules made there under are applicable to imported goods i.e. goods
brought into India from a place outside India (except goods cleared for home consumption) and export goods i.e.
goods which are to be taken out of India to a place outside India. Imported goods and export goods are subject to
duties of customs as specified under the Customs Tariff Act, 1975. The MNRE has announced imposition of basic
customs duty of 25% on solar cells and 40% on solar modules, with effect from April 1, 2022, vide office
memorandum dated March 9, 2021.

A manufacturer who is operating from a licensed warehouse, pursuant to Sections 58 and 65 of the Customs Act,
and the MOOWR Regulations can avail of deferred duties and waivers on taxation on the import of raw material
and capital goods, as stipulated under the MOOWR Regulations.

Export Promotion Capital Goods Scheme (“The EPCG Scheme”)

The EPCG Scheme provides that importers can benefit from zero customs duty on the import of capital goods
provided that they fulfil an export obligation to export a prescribed amount, such amount being a multiple of the
duty saved, within a specified period. In addition, authorized importers are required to fulfil the average export
obligation achieved in the preceding three licensing years for the same and similar product.

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 HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company

Our Company was originally incorporated as a private limited company with the name “Premier Solar Systems
Private Limited” under the provisions of the Companies Act, 1956, at Hyderabad, India, pursuant to a certificate
of incorporation dated April 3, 1995, issued by the Registrar of Companies, Andhra Pradesh. Subsequently,
pursuant to a Board resolution dated May 6, 2019 and a resolution passed at an extraordinary general meeting
dated July 25, 2019, the name of our Company was changed to “Premier Energies Private Limited” and a fresh
certificate of incorporation dated August 6, 2019 was issued by the RoC. Upon the conversion of our Company
into a public limited company, pursuant to a Board resolution dated September 3, 2019 and a Shareholders’
resolution dated September 4, 2019, the name of our Company was changed to “Premier Energies Limited” and
a fresh certificate of incorporation dated September 25, 2019 was issued by the RoC.

Changes in the registered office of our Company

Except as disclosed below, there has been no change in the registered office of our Company since its
incorporation.

Date of change Details of change in the registered office Reasons for change of registered
office
June 21, 2005(1) The address of the registered office of our Company was For operational convenience
changed from Plot No. 41, Sri Venkateswara Co-operative
Industrial Estate, Bala Nagar 500 037, Hyderabad, Andhra
Pradesh 500 037, India to Plot No.36, 1st Floor ,S. V Reddy
Complex, Tadbund X Roads, Secunderabad 500 009,
Andhra Pradesh, India
February 18, 2008 The address of the registered office of our Company was For operational convenience
changed from Plot No.36, 1st Floor, S. V Reddy Complex,
Tadbund X Roads, Secunderabad 500 009, Andhra
Pradesh, India to 3rd Floor, V.V. Towers, Trimelgerry
Main Road, Karkhana, Secunderabad 500 015, Andhra
Pradesh, India
January 25, 2016 The address of the registered office of our Company was For operational convenience
changed from V.V. Towers, 3rd Floor, Trimelgerry Main
Road, Karkhana, Secunderabad 500 015, Andhra Pradesh,
India to Serial Number 54 part, First Floor, G. Pulla Reddy
Sweets, Kakaguda, Vikrampuri Colony, Secunderabad,
Rangareddy, Telangana 500 009, India
April 26, 2023 The address of the registered office of our Company was For operational convenience
changed from Serial Number 54 part, First Floor, G. Pulla
Reddy Sweets, Kakaguda, Vikrampuri Colony,
Secunderabad Rangareddy, Telangana, 500 015 India to
Plot No. 8/B/1 and 8/B/2, E- City, Maheshwaram Mandal
Raviryala Village, K.V. Rangareddy 501 359, Telangana,
India.
(1)
Form 18 in relation to the shifting of registered office could not be traced as the relevant information was not available in the records
maintained by our Company. Accordingly, we have relied on the other corporate records maintained by us and the search report dated
April 18, 2024 prepared by PS Rao & Associates, Company Secretaries. For further details see “Risk Factors – We are unable to trace
some of our historical corporate records including in relation to certain allotments, changes in our registered office and appointment
of directors. We cannot assure you that no legal proceedings or regulatory actions will be initiated against our Company in the future
in relation to these matters, which may impact our financial condition and reputation.” on page 64.

Main Objects of our Company

The main objects contained in the Memorandum of Association of our Company are as mentioned below:

1) “To carry on the Business of Manufacturers, Producers, Assemblers, Dealers, Importers, Exporters,
Stockists, Distributors, or agents of all kinds of Non-Conventional Energy Systems including Solar Thermal,
Solar Photo Voltaic, Wind Energy, Solar Water Heaters Systems to each and every application.
2) To carry on the consultancy of above products in Designs, Planning and Manufacturing and setting up of
tum key Projects in the Non-Conventional Energy Systems.
3) To carry on in India or elsewhere the business to generate, receive, produce, improve, buy, sell, re-sell,
acquire, use, transit, accumulate, employ, distribute, develop, handle, protect, supply and to act as agents,

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 brokers, representatives, consultants, collaborators, franchisers or otherwise to deal in solar power, of such
place or places as may be permitted by appropriate authorities by establishment of Solar Power Plants.
4) To take up turnkey contracts within the country and outside involving Engineering, Consultancy,
Procurement, Construction, Project Management and Completion in Solar Power Sector.
5) To carry on the business of Designing, Construction, Supply, Testing and Commissioning of Water Supply
Schemes and Arsenic / Floride / Iron Removal treatment Plant having Technology endorsed / approved by
Government of India on turnkey basis with Commissioning and Comprehensive Operation and Maintenance.
6) To carry on the business of Manufacturing, Producing, Assembling, Dealing, Buying, Selling, Importing,
Exporting, Distributing, Transporting, Developing, Storing, Marketing or Supplying, Trading of all kinds of
E-Vehicles and other related components, parts and accessories thereof.
7) To carry on the business of buying, selling, reselling, importing, exporting, transporting, storing, developing,
promoting, marketing or supplying, trading, dealing in any manner whatsoever in all type of goods and
services on retail as well as on wholesale basis in India or elsewhere.”

The main objects clause and matters necessary for furtherance of the main objects as contained in our
Memorandum of Association enable our Company to carry on the business presently being undertaken by us.

Amendments to our Memorandum of Association

Set out below are the amendments to our Memorandum of Association in the last 10 years:

Date of Shareholder’s
Particulars
resolution
March 26, 2014 Clause V of the Memorandum of Association of our Company was amended to reflect the
increase in the authorized share capital of our Company from ₹50,000,000 divided into
5,000,000 equity shares of ₹10 each to ₹60,000,000 divided into 6,000,000 equity shares of ₹10
each.
September 8, 2016 Clause V of the Memorandum of Association of our Company was amended to reflect the sub-
division of the authorized share capital of our Company from ₹60,000,000 divided into
6,000,000 equity shares of ₹ 10 each to ₹60,000,000 divided into 60,000,000 Equity Shares of
₹1 each.
March 28, 2018 Clause V of the Memorandum of Association of our Company was amended to reflect the
increase in the authorized share capital of our Company from ₹60,000,000 divided into
60,000,000 Equity Shares of ₹1 each to ₹250,000,000 divided into 250,000,000 Equity Shares
of ₹1 each.
December 17, 2019 Clause V of the Memorandum of Association of our Company was amended to reflect the
increase in the authorized share capital of our Company from ₹250,000,000 divided into
250,000,000 Equity Shares of ₹1 each to ₹260,000,000 divided into 260,000,000 Equity Shares
of ₹1 each.
September 4, 2019 Clause I of the Memorandum of Association of our Company was amended to reflect the change
in name from “Premier Energies Private Limited” to “Premier Energies Limited”
September 9, 2021 Clause V of the Memorandum of Association of our Company was amended to reflect the
increase in the authorized share capital of our Company from ₹260,000,000 divided into
260,000,000 Equity Shares of ₹1 each to ₹450,000,000 divided into 450,000,000 Equity Shares
of ₹1 each.
April 10, 2024 Clause V of the Memorandum of Association of our Company was amended to reflect the
increase in the authorized share capital of our Company from ₹450,000,000 divided into
450,000,000 Equity Shares of ₹1 each to 550,000,000 divided into 550,000,000 Equity Shares
of ₹1 each.

Major events and milestones of our Company

The table below sets forth some of the major events and milestones in the history of our Company:

Year Milestone
2011 Established a solar cell line with an annual capacity of 75 MW and a solar module line with an annual
capacity of 100 MW in Unit I.
2017 Expanded the installed capacity of the solar module line in Unit I by 370 MW
2021 Established a fully integrated 500 MW capacity solar cell line and a 750 MW capacity solar module line
in Unit II
2022 Expanded the installed capacity of the solar cell and module lines in Unit II by 250 MW and 150 MW,
respectively
2023 • Established a solar cell line in Unit III with an annual capacity of 1,250 MW

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 Year Milestone
• Established a solar module line in Unit IV with an annual capacity of 1,600 MW
• Expanded the installed capacity of the solar module line in Unit II by 500 MW
2024 Established a solar module line in Unit V with an annual capacity of 100 MW

Awards, accreditations and recognition

The table below sets forth some of the key awards, accreditations and recognition received by our Company:

Calendar Year Awards, accreditations and recognition

2007 Awarded Best Export Performance Award by All India Manufacturers’ Organization
2013 Awarded Best Solar Project, Project of the Year, for solar electrification of 57 remote villages, by
Renewable Energy World Magazine
Won Green Business at SMEs Excellence Award, 2013 by Assocham India
2014 Awarded India SME Excellence Award for Export Sector from Small and Medium Business Development
Chamber of India
2015 Awarded National Awards for Excellence in Renewable Energy for Rural Electrification by the World
Federation of CSR Professionals
2016 Awarded Best Performance Bronze for the category ‘Productivity’ by Luminous
2018 Awarded India’s Best Solar PV Module Manufacturer and Solar Power Developer for Outstanding
contribution to the Nation in the development of the renewable energy sector at CBIP Awards
2022 Awarded Best Sustainability Practices – Sliver at Industry Awards by Industries and Commerce
Department, Government of Telangana
2023 Awarded Best ESG Performance in Responsible Sourcing by Transformance at the 3rd Annual ESG
Summit and Awards
Awarded Best ESG Performance in Product Stewardship (Water) by Transformance at the 3rd Annual ESG
Summit and Awards
Awarded Leading RE Manufacturers Award at the 7th Renewable Energy India Awards
Awarded Excellence in Sustainability Award at the 7th Renewable Energy India Awards
2024 Awarded Environmental Responsibility Initiative of the Year award at the Electronics Sector Skills Council
of India Awards for Eminence

Significant financial and strategic partnerships

Our Company does not have any significant financial or strategic partnerships as on the date of this Draft Red
Herring Prospectus.

Time/cost overrun in setting up projects

Except for disruption on account of COVID-19 pandemic that temporarily affected our ability to source materials
from certain vendors who were unable to transport materials to us, there has been no significant time or cost
overrun in setting up our projects. For more details, see “Risk Factors - We do not have long-term agreements
with our suppliers for materials and components and an inability on the part of such suppliers to supply, in a
timely manner, the desired quality and quantity of materials and components, may adversely affect our
operations.” on page 38.

Defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks

There has been no instance of rescheduling/restructuring of borrowings with financial institutions/ banks in respect
of our borrowings from lenders.

Launch of key products or services, entry into new geographies or exit from existing markets,
capacity/facility creation, location of projects

For details of key services offered by our Company, entry into new geographies or exit from existing markets or
capacity/facility creation, location of projects, see “Our Business” on page 204.

Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation,

any revaluation of assets, etc. in the last 10 years

246
Our Company has not made any material acquisitions or divestments of business/undertakings, mergers,
amalgamation, any revaluation of assets, etc. in the last 10 years.

Guarantees provided to third parties by our Promoters offering their Equity Shares in the Offer for Sale

Except as stated below, as on the date of this Draft Red Herring Prospectus, no guarantee has been issued by our
Promoters offering their Equity Shares in the Offer for Sale to third parties.

Guarantee Guarantee
S.
Date of guarantee issued in favour Borrower amount (in ₹ Type of facility
No.
of million)
1. October 8, 2016 IREDA Vinsol (Hubli) Energy 106.40 Term loan for project
Private Limited
2. October 8, 2016 IREDA Vensol (Nirna) Energy 159.60 Term loan for project
Private Limited
3. October 8, 2016 IREDA Vensol (Bidar) Energy 159.60 Term loan for project
Private Limited
4. March 8, 2019 IREDA PEPPL 624.00 Term loan for project
5. December 11, 2019 IREDA PEPPL 1,687.50 Term loan for project
6. May 7, 2021 IREDA PEPPL 1,060.00 Term loan for project
7. October 27, 2021 Axis Bank PEPPL 700.00 Fund based + non fund
based
30.00 Derivative/LER
1,000.00 100% FD backed LC
sanction
8. February 19, 2022 ICICI Bank PEPPL 550.00 Fund based + non fund
based
50.00 Derivative/LER
2,000.00 100 % FD backed LC
sanction
510.00 100% BG backed LC
sanction
1,000.00 Third Party FD Backed
LC Sanction
(Bluepine/Solar Craft)
9. March 5, 2022 Bank of India PEPPL 500.00 Working capital
facility
10. August 17, 2022 IREDA PEIPL 3,746.60 Term loan for project
11. August 17, 2022 IREDA Vinsol (Hubli) Energy 10.64 Term loan for project
Private Limited
12. August 17, 2022 IREDA PEIPL 1,503.30 Term loan for project
13. August 24, 2022 Yes Bank PEPPL 470.00 Working capital
facility
14. September 14, 2022 IndusInd Bank PEPPL 400.00 Working capital
facility
15. December 23, 2022 IREDA PEPPL 229.40 Term loan for project
16. April 29, 2023 State Bank of Company 170.00 Working capital
India facility
Punjab National 300.00 Working capital
Bank facility
ICICI Bank 262.50 Fund based + non fund
based
34.30 Derivative/LER
400.00 100% FD backed BG
sanction
HDFC Bank 190.00 Fund based + non fund
based
17. August 11, 2023 IREDA PEPPL 420.00 Counter guarantee –
non fund based
18. August 29, 2023 IREDA PEPPL 900.00 Term loan for project
19. September 22, 2023 IREDA PEPPL 314.90 Counter guarantee –
non fund based

247
 Guarantee Guarantee
S.
Date of guarantee issued in favour Borrower amount (in ₹ Type of facility
No.
of million)
20. October 13, 2023 Axis Bank PEIPL 600.00 Working capital
facility
21. October 26, 2023 HDFC Bank PEPPL 850.00 Working capital
facility
22. October 30, 2023 Yes Bank PEPPL 330.00 Working capital
facility
23. November 3, 2023 Federal Bank PEPPL 430.00 Working capital
facility
24. November 4, 2023 Karur Vysa PEPPL 600.00 Working capital
Bank facility
25. November 29, 2023 Canara Bank PEPPL 1,000.00 Working capital
facility
26. December 15, 2023 IREDA PEGEPL 1,312.50 Term loan for project
27. December 16, 2023 HDFC Bank PEIPL 400.00 Working capital
facility
28. December 21, 2023 IndusInd Bank PEIPL 450.00 Working capital
facility
29. December 28, 2023 Bandhan Bank PEIPL 500.00 Working capital
facility
30. January 3, 2024 IREDA PEPPL 3,130.00 Counter guarantee –
non fund based
31. February 22, 2024 HSBC PEIPL 600.00 Working capital
facility
32. March 7, 2024 IREDA PEPPL 5,020.00 Term loan for project

The guarantees set out above have been issued as security in connection with the facilities availed by our
Company, and our Subsidiaries, PEPPL, PEIPL and PEGEPL. Pursuant to the terms of the guarantees, the
obligations of our Promoter Selling Shareholder include repayment of the guaranteed sum in case of default by
the respective borrowers. The financial implications in case of default by the borrower are that the lender would
be entitled to invoke the guarantees to the extent of the outstanding loan amount, together with any interests, costs
or charges due to the respective lenders. The guarantees are effective for a period until the underlying loan is
repaid in full by the respective borrower. Any default or failure by our Company or the relevant borrower entity
to repay the loans in a timely manner, or at all, could trigger repayment obligations on the part of our Promoter
Selling Shareholder. No consideration has been paid or is payable to our Promoter Selling Shareholder for
providing these guarantees. The borrowings of our Company and Subsidiaries are typically secured by immovable
property, movable fixed assets and current assets. For further details, see “Financial Indebtedness” and “Risk
Factors - We are required to comply with certain restrictive covenants under our financing agreements. Any
noncompliance may lead to, amongst others, accelerated repayment and suspension of further drawdowns,
which may adversely affect our business, results of operations, financial condition and cash flows. on pages
398 and 59, respectively.

Shareholders’ agreement and other key agreements

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

Shareholders’ agreement dated September 10, 2021, entered into between our Company, South Asia Growth
Fund II Holdings LLC, South Asia EBT Trust (together, the “Investors”), Surender Pal Singh Saluja,
Chiranjeev Singh Saluja (the “Promoters”), Vivana Saluja, Manjeet Kaur Saluja, Charandeep Singh Saluja,
Jasveen Kaur, Niha Technologies Private Limited, Niyathi Naidu Madasu, Vignesh Nallapa Reddy and Sudha
Moola (the “SHA”), as amended; the amendment agreement dated December 19, 2022 entered into between
our Company, Investors, our Promoters, Vivana Saluja, Manjeet Kaur Saluja, Charandeep Singh Saluja,
Jasveen Kaur, Niha Technologies Private Limited, Niyathi Naidu Madasu, Vignesh Nallapa Reddy, Sudha
Moola and Rama Moola (the “First Amendment Agreement”); and the second amendment agreement dated
April 18, 2024 entered into between our Company, Investors, our Promoters, Vivana Saluja, Manjeet Kaur
Saluja, Charandeep Singh Saluja, Jasveen Kaur, Niha Technologies Private Limited, Niyathi Naidu Madasu,

248
Vignesh Nallapa Reddy, Sudhir Moola, Surender Pal Saluja Trust and Chiranjeev Saluja Trust (the “Second
Amendment Agreement”, and together with the SHA and the First Amendment Agreement, the “Shareholders’
Agreement”)

Pursuant to the share subscription agreement dated September 10, 2021(“SSA”), the Investors have subscribed to
or acquired equity shares and CCDs in our Company. See “Capital Structure – Share capital history of our
Company” on page 95. The Company also entered into a shareholders’ agreement dated September 10, 2021,
amongst the above-mentioned parties, as amended by way of an amendment agreement dated December 19, 2022
and April 18, 2024 (“SHA”).

The SHA read together with the First Amendment Agreement sets out the rights and obligations of the parties
thereto in relation to their respective shareholding in the Company and other rights including governance and
management of the Company and matters in connection therewith. In accordance with the terms of the SHA, (i)
the Investors have a right to nominate up to two directors; (ii) the Promoters have a right to nominate up to three
directors, on the board of our Company; (iii) the Investors shall also be entitled to appoint one individual as an
observer to the board and the committees of our Company. The observer shall have the right to attend any and all
meetings of the board, shareholders and committees of our Company and Subsidiaries, without voting rights and
will not be counted towards the quorum for such meetings; (v) the quorum for a meeting of the board or committee
of the board of our Company shall be the presence of such number of directors as required under the Articles of
Association and applicable law, provided that one Investor Director or its alternate director and one Promoter
Director or its alternate director shall be present throughout the meeting in order to constitute quorum, unless
otherwise agreed in writing in advance by the Investors or the Promoters, as the case may be. If the quorum is not
present, then the meeting shall be adjourned by seven days, to be held at the same place and time as the original
meeting and at such adjourned meeting, the directors present shall form quorum. The Investors also have a right
to nominate their nominee directors to the committees of the Board of our Company.

The SHA also provides for certain rights and obligations, including reserved matters, information and inspections
rights, pre-emptive rights, anti-dilution right in case of further issuance of share capital by our Company (except
under certain circumstances, including the Fresh Issue in the Offer), exit rights, drag along and tag along rights.
Further, the Promoters and Investors are entitled to undertake transfers pursuant to the terms of the SHA.

Pursuant to the Second Amendment Agreement, the parties have agreed to amend certain clauses of the SHA and
waive certain rights available to the shareholders under the SHA in order to facilitate the initial public offer
process. Further, the Shareholders Agreement shall automatically terminate if (i) the Subscription Agreement
terminates or is terminated prior to Closing in accordance with the terms thereunder; (ii) upon the Investors ceasing
to be shareholders; (iii) upon the mutual written consent of the parties; or (iv) on the commencement of listing
and trading on the stock exchanges pursuant to the Offer, without any further corporate or other action by the
parties.

Key terms of other subsisting material agreements

Except as disclosed below and under “- Shareholders’ agreement and other key agreements” above, our
Company has not entered into any subsisting material agreements with strategic partners, joint venture partners
and/or financial partners other than in the ordinary course of business of our Company.

Share subscription agreement dated May 11, 2022 and a shareholders’ agreement dated May 11, 2022 entered
into amongst our Company, Azure Power India Private Limited and Azure Power Makemake Private Limited.

Our Company has entered into a share subscription agreement dated May 11, 2022 (“Azure SSA”) and a
shareholders’ agreement dated May 11, 2022 (“Azure SHA”) with Azure Power India Private Limited and Azure
Power Makemake Private Limited (“Azure Entities”) for the purpose of developing a solar module and cell
manufacturing line of 1 GW (“Azure Project”) pursuant to a tender dated June 25, 2019 sanctioned by the Solar
Energy Corporation of India. Our Company holds 74% of the share capital and the Azure Entities hold the
remaining 26% of the share capital in our Subsidiary PEIPL. Under the terms of the Azure SHA, no decisions can
be taken on certain reserved matters, including any further capital raise or change in the composition of the board
of directors, in relation to PEIPL without the prior consent of our Company and the Azure Entities. Our Company
and the Azure Entities additionally have the right to, among other things, nominate directors to the board of PEIPL.
The Azure SHA further stipulates that the Azure Entities shall lock-in their 26% shareholding in PEIPL until
completion of the events as provided under the Azure SHA.

249
Agreements with Key Managerial Personnel or Senior Management or Directors or Promoters or any other
employee

As on the date of this Draft Red Herring Prospectus, there are no agreements entered into by our Key Managerial
Personnel or Senior Management or Directors or Promoters or any other employee of our Company, either by
themselves or on behalf of any other person, with any shareholder or any other third party with regard to
compensation or profit sharing in connection with dealings in the securities of our Company.

Holding company

As on the date of this Draft Red Herring Prospectus, our Company has no holding company.

250
 OUR SUBSIDIARIES AND ASSOCIATES

Subsidiaries of our Company

As on the date of this Draft Red Herring Prospectus, our Company has seven direct Subsidiaries and one indirect
Subsidiary.

I. Direct Subsidiaries

1. Premier Energies Photovoltaic Private Limited (“PEPPL”)

Corporate Information

PEPPL was originally incorporated as Sakura Premier Solar Private Limited, a private limited company on
August 17, 2016 under the Companies Act, 2013 as a company limited by shares pursuant to a certificate of
incorporation issued by the Registrar of Companies, Telangana at Hyderabad. Subsequently, pursuant to a
board resolution dated November 25, 2019 and a resolution passed at an extraordinary general meeting dated
December 19, 2019, the name of was changed to “Premier Energies Photovoltaic Private Limited” and a
fresh certificate of incorporation dated January 24, 2020 was issued by the Assistant Registrar of Companies,
Telangana at Hyderabad. The registered office of PEPPL is situated at Plot No. 8/B/1 and 8/B/2, E- City,
Maheshwaram Mandal Raviryala Village, Rangareddy, K.V. Rangareddy 501 359, Telangana, India. Its CIN
is U74999TG2016PTC111510.

Nature of business

PEPPL is engaged in the business of, inter alia, manufacturing all kinds of solar cells, solar photovoltaic
panels and modules.

Capital Structure

As on the date of this Draft Red Herring Prospectus, the authorized share capital of PEPPL is ₹1,500,000,000
divided into 150,000,000 equity shares of ₹10 each, and the issued, subscribed, and paid-up equity share
capital of PEPPL is ₹1,490,058,610 divided into 149,005,861 equity shares of ₹10 each.

Shareholding pattern

The following table sets forth the details of the shareholding of PEPPL, as on the date of this Draft Red
Herring Prospectus:

Sr. Name of the shareholders Number of equity shares of Percentage of total equity
No. face value ₹10 each shareholding (%)
1. Premier Energies Limited 149,005,860 100.00
2. Surender Pal Singh Saluja* 1 Negligible
Total 149,005,861 100.00
*Nominee on behalf of our Company.

Amount of accumulated profits or losses

There are no accumulated profits or losses of PEPPL that have not been accounted for by our Company.

2. Premier Energies International Private Limited (“PEIPL”)

Corporate Information

PEIPL was originally incorporated as Azure Power Fifty Five Private Limited, a private limited company,
on August 18, 2020, under the Companies Act, 2013 as a company limited by shares pursuant to a certificate
of incorporation issued by the Registrar of Companies, Delhi and Haryana at New Delhi. Subsequently
pursuant to a board resolution dated March 16, 2022 and a resolution passed at an extraordinary general
meeting dated March 16, 2022, the name was changed to “Premier Energies International Private Limited”
and a fresh certificate of incorporation dated March 24, 2022 was issued by the Registrar of Companies,
Delhi. The registered office of PEIPL is situated at Plot No. 8/B/1 and 8/B/2, E- City, Maheshwaram Mandal

251
 Raviryala Village Rangareddy, K.V. Rangareddy 501 359, Telangana, India. Its CIN is
U40300TS2020PTC181385.

Nature of business

PEIPL is engaged in the business of, inter alia, generation and production of solar energy, renewable energy,
electricity and all sources connected therewith and maintaining all the requisite infrastructure projects.

Capital Structure

As on the date of this Draft Red Herring Prospectus, the authorized share capital of PEIPL is ₹72,000,000
divided into 7,200,000 equity shares of ₹10 each, and the issued, subscribed, and paid-up equity share capital
of PEIPL is ₹21,612,300 divided into 2,161,230 equity shares of ₹10 each.

Shareholding pattern

The following table sets forth the details of the shareholding of PEIPL, as on the date of this Draft Red
Herring Prospectus:

Sr. Name of the shareholders Number of equity Percentage of total equity

No. shares of face value shareholding (%)
₹10 each
1. Premier Energies Limited 1,599,309 74.00
2. Azure Power India Private Limited 561,920 26.00
3. Azure Power Makemake Private Limited* 1 Negligible
Total 2,161,230 100.00
*Nominee of Azure Power India Private Limited

Amount of accumulated profits or losses

There are no accumulated profits or losses of PEIPL that have not been accounted for by our Company.

3. Premier Energies Global Environment Private Limited (“PEGEPL”)

Corporate Information

PEGEPL was incorporated as a private limited company on April 5, 2021, under the Companies Act, 2013
as a company limited by shares pursuant to a certificate of incorporation issued by the Jurisdictional
Registrar of Companies, for and on behalf of the Registrar of Companies, Central Registration Centre. The
registered office of PEGEPL is situated at Plot No. 8/B/1 and 8/B/2, E- City, Maheshwaram Mandal
Raviryala Village, Rangareddy, K.V. Rangareddy 501 359, Telangana, India. Its CIN is
U74999TG2021PTC150268.

Nature of business

PEGEPL is engaged in the business of, inter alia, manufacturing all kinds of solar cells, solar photovoltaic
panels and modules.

Capital Structure

As on the date of this Draft Red Herring Prospectus, the authorized share capital of PEGEPL is ₹250,000,000
divided into 25,000,000 equity shares of ₹10 each, and the issued, subscribed, and paid-up equity share
capital of PEGEPL is ₹9,679,740 divided into 967,974 equity shares of ₹10 each.

Shareholding pattern

The following table sets forth the details of the shareholding of PEGEPL, as on the date of this Draft Red
Herring Prospectus:

252
 Sr. Name of the shareholders Number of equity shares of Percentage of total equity
No. face value ₹10 each shareholding (%)
1. Premier Energies Limited 967,973 100.00
2. Chiranjeev Singh Saluja* 1 Negligible
Total 967,974 100.00
*Nominee on behalf of our Company

Amount of accumulated profits or losses

There are no accumulated profits or losses of PEGEPL that have not been accounted for by our Company.

4. Premier Solar Powertech Private Limited (“PSPPL”)

Corporate Information

PSPPL was incorporated as a private limited company on October 6, 2010, under the Companies Act, 1956
as a company limited by shares pursuant to a certificate of incorporation issued by the Registrar of
Companies, Andhra Pradesh. The registered office of PSPPL is situated at Plot No. 8/B/1 and 8/B/2, E- City,
Maheshwaram Mandal Raviryala Village, K.V. Rangareddy 501 359, Telangana, India. Its CIN is
U40108TG2010PTC070745.

Nature of business

PSPPL is engaged in the business of, inter alia, carrying on in India or elsewhere the business of green
energy/ eco energy/ infratech/engineering/power tech, i.e., engineering, procurement and construction and
all other infrastructure/powertech works relating to green energy/ eco energy.

Capital Structure

As on the date of this Draft Red Herring Prospectus, the authorized share capital of PSPPL is ₹40,000,000
divided into 4,000,000 equity shares of ₹10 each, and the issued, subscribed, and paid-up equity share capital
of PSPPL is ₹1,800,000 divided into 180,000 equity shares of ₹10 each.

Shareholding pattern

The following table sets forth the details of the shareholding of PSPPL, as on the date of this Draft Red
Herring Prospectus:

Sr. Name of the shareholders Number of equity shares of Percentage of total equity
No. face value ₹10 each shareholding (%)
1. Premier Energies Limited 179,999 100.00
2. Surender Pal Singh Saluja* 1 Negligible
Total 180,000 100.00
* Nominee on behalf of our Company

Amount of accumulated profits or losses

There are no accumulated profits or losses of PSPPL that have not been accounted for by our Company.

5. Premier Photovoltaic Gajwel Private Limited (“PPGPL”)

Corporate Information

PPGPL was incorporated as a private limited company on July 29, 2013, under the Companies Act, 1956 as
a company limited by shares pursuant to a certificate of incorporation issued by the Registrar of Companies,
Andhra Pradesh. The registered office of PPGPL is situated at Plot No. 8/B/1 and 8/B/2, E- City,
Maheshwaram Mandal Raviryala Village, Rangareddy, K.V. Rangareddy 501 359, Telangana, India. Its CIN
is U40108TG2013PTC089167.

Nature of business

253
 PPGPL is authorized under its memorandum of association to carry on the business of, inter alia, generating
power by conventional and non-conventional methods.

Capital Structure

As on the date of this Draft Red Herring Prospectus, the authorized share capital of PPGPL is ₹7,000,000
divided into 700,000 equity shares of ₹10 each, and the issued, subscribed, and paid-up equity share capital
of PPGPL is ₹6,100,000 divided into 610,000 equity shares of ₹10 each.

Shareholding pattern

The following table sets forth the details of the shareholding of PPGPL, as on the date of this Draft Red
Herring Prospectus:

Sr. Name of the shareholders Number of equity shares of Percentage of total equity
No. face value ₹10 each shareholding (%)
1. Premier Energies Limited 609,999 100.00
2. Chiranjeev Singh Saluja* 1 Negligible
Total 610,000 100.00
*Nominee on behalf of our Company.

Amount of accumulated profits or losses

There are no accumulated profits or losses of PPGPL that have not been accounted for by our Company.

6. Premier Photovoltaic Zaheerabad Private Limited (“PPZPL”)

Corporate Information

PPZPL was incorporated as a private limited company on July 29, 2013, under the Companies Act, 1956 as
a company limited by shares pursuant to a certificate of incorporation issued by the Registrar of Companies,
Andhra Pradesh. The registered office of PPZPL is situated at Plot No. 8/B/1 and 8/B/2, E- City,
Maheshwaram Mandal Raviryala Village, Rangareddy, K.V. Rangareddy 501 359, Telangana, India. Its CIN
is U40108TG2013PTC089166.

Nature of business

PPZPL is authorized under its memorandum of association to carry on the business of, inter alia, generating
power by conventional and non-conventional methods.

Capital Structure

As on the date of this Draft Red Herring Prospectus, the authorized share capital of PPZPL is ₹400,000
divided into 40,000 equity shares of ₹10 each, and the issued, subscribed, and paid-up equity share capital
of PPZPL is ₹384,620 divided into 38,462 equity shares of ₹10 each.

Shareholding pattern

The following table sets forth the details of the shareholding of PPZPL, as on the date of this Draft Red
Herring Prospectus:

Sr. Name of the shareholders Number of equity shares of Percentage of total equity
No. face value ₹10 each shareholding (%)
1. Premier Energies Limited 38,461 100.00
2. Chiranjeev Singh Saluja* 1 Negligible
Total 38,462 100.00
*Nominee on behalf of our Company.

Amount of accumulated profits or losses

There are no accumulated profits or losses of PPZPL that have not been accounted for by our Company.

254
7. Premier Energies Photovoltaic LLC (“Premier USA”)

Corporate Information

Premier USA was incorporated as a limited liability company on January 24, 2023, under the Delaware’s
Limited Liability Company Act pursuant to a certificate of incorporation issued by the Secretary of State of
Delaware, USA. The registered office of Premier USA is situated at 16192, Coastal Highway, Lewes,
Delware 19 958, County of Sussex, USA. Its CIN is 7254209.

Nature of business

Premier USA is authorized under its memorandum of association to carry on the business of, inter alia,
manufacturing and marketing solar energy components.

Capital Structure

As on the date of this Draft Red Herring Prospectus, Premier USA does not have any authorized share
capital.

Shareholding pattern

Nil

Amount of accumulated profits or losses

There are no accumulated profits or losses of Premier USA that have not been accounted for by our
Company.

II. Indirect Subsidiaries

1. IBD Solar Powertech Private Limited (“IBD Bangladesh”)

Corporate Information

IBD Bangladesh was incorporated as a private limited company on September 4, 2018, under the Companies
Act, 1994 pursuant to a certificate of incorporation issued by the Registrar of Joint Stock Companies and
Firms Bangladesh. The registered office of IBD Bangladesh is situated at 156, Concord Colosseum, Kemal
Ataturk Avenue, Banani, Dhaka, PO 12 13, Bangladesh. Its registration number is C-146864/2018.

Nature of business

IBD Bangladesh is engaged in the business of, inter alia, setting up, building, operating and to carry on the
business of solar power plant.

Capital Structure

As on the date of this Draft Red Herring Prospectus, the authorized share capital of IBD Bangladesh is TK
2,000,000 divided into 200,000 shares of Equity shares TK 10 each and its issued, subscribed and paid up
Equity share capital is TK 1,184,000 divided into 118,400 Equity Shares of TK 10 each.

Shareholding pattern

The following table sets forth the details of the shareholding of IBD Bangladesh, as on the date of this Draft
Red Herring Prospectus:

Sr. Name of the shareholders Number of equity shares of Percentage of total equity
No. face value Tk 10 each shareholding (%)
1. PSPPL 118,398 99.99
2. Chiranjeev Singh Saluja 1 0.0008
3. Sudhir Moola 1 0.0008
Total 118,400 100.00

255
 Amount of accumulated profits or losses

There are no accumulated profits or losses of IBD Bangladesh that have not been accounted for by our
Company.

Joint Ventures

As on the date of this Draft Red Herring Prospectus, our Company does not have any joint ventures.

Associates

As on the date of this Draft Red Herring Prospectus, our Company has two Associates.

1. Mavyatho Ventures Private Limited (“MVPL”)

MVPL was incorporated as a private limited company on March 10, 2016, under the Companies Act, 2013
as a company limited by shares pursuant to a certificate of incorporation issued by the Registrar of
Companies, Telangana at Hyderabad. The registered office of MVPL is situated at 3rd Floor, Plot No. A-1,
Surabhi Plaza Survey No.21, 37 and 38, Vikrampuri Colony, Karkhana Road, Hyderabad, Secunderabad
500 009, Telangana, India. Its CIN is U40300TG2016PTC103769.

2. Brightstone Developers Private Limited (“BDPL”)

BDPL was incorporated as a private limited company on January 13, 2016, under the Companies Act, 2013
as a company limited by shares pursuant to a certificate of incorporation issued by the Registrar of
Companies, Telangana at Hyderabad. The registered office of BDPL is situated at 3rd Floor, Plot No. A-1,
Surabhi Plaza Survey No.21, 37 and 38,Vikrampuri Colony, Karkhana Road, Hyderabad, Secunderabad 500
009, Telangana, India. Its CIN is U74900TG2016PTC102738.

Confirmations

Interest in our Company

Except as provided in “Our Business” on page 208, none of our Subsidiaries have any business interest in our
Company. For details of related business transactions between our Company and our Subsidiaries, see “Summary
of the Offer Document – Summary of Related Party Transactions” on page 26.

Common Pursuits

As on the date of this Draft Red Herring Prospectus, our Subsidiaries, PEPPL, PEIPL and PEGEPL have common
pursuits with our Company and are authorized to engage in business similar to that of our Company. Our Company
will adopt the necessary procedure and practices as permitted by law to address any situations of conflict of
interest, if and when they arise.

As on the date of this Draft Red Herring Prospectus, our Subsidiaries are not listed in India or abroad.

256
 OUR MANAGEMENT

In terms of the Companies Act and our Articles of Association, our Company is required to have a minimum of
three Directors and a maximum of up to fifteen Directors. As on the date of this Draft Red Herring Prospectus,
our Board comprises 10 Directors, of whom five are Independent Directors including one woman Director. Our
Company is in compliance with the corporate governance norms prescribed under the SEBI Listing Regulations
and the Companies Act, 2013, in relation to the composition of our Board and constitution of committees thereof.

The following table sets forth details regarding our Board of Directors as on the date of this Draft Red Herring
Prospectus:

Name, designation, term, period of directorship, address, Directorships in other companies

occupation, date of birth, age and DIN
Surender Pal Singh Saluja Indian Companies

Designation: Chairman and Whole-Time Director • Premier Energies Global Environment

Private Limited
Term: Five years with effect from December 20, 2021, and liable • Premier Energies Photovoltaic Private
to retire by rotation Limited
• Premier Kurnool Solar Private Limited
Period of Directorship: Director since incorporation • Premier Photovoltaic Gajwel Private
Limited
Address: C-27, Vikrampuri Colony, Secunderabad, Hyderabad 500 • Premier Photovoltaic Zaheerabad Private
009, Telangana, India Limited
• Premier Solar Powertech Private Limited
Occupation: Business
Foreign Companies
Date of Birth: December 26, 1946
Nil
Age: 77

DIN: 00664597

Chiranjeev Singh Saluja Indian Companies

Designation: Managing Director • All India Solar Industries Association

• AKR Construction (Solar) Private Limited
Term: Five years with effect from December 20, 2021, and liable • Brightstone Developers Private Limited
to retire by rotation • Mavyatho Ventures Private Limited
• Premier Energies Global Environment
Period of Directorship: Director since 1997 Private Limited
• Premier Energies International Private
Address: C-27, Vikrampuri Colony, Secunderabad, Hyderabad 500 Limited
009, Telangana, India
• Premier Energies Photovoltaic Private
Limited
Occupation: Business
• Premier Kurnool Solar Private Limited
Date of Birth: September 17, 1973 • Premier Photovoltaic Gajwel Private
Limited
Age: 50 • Premier Photovoltaic Zaheerabad Private
Limited
DIN: 00664638 • Premier Solar Powertech Private Limited
• Renovar Energy Private Limited
• Svarog Global Power Private Limited
• Vensol (Bidar) Energy Private Limited
• Vinsol (Hubli) Energy Private Limited
• Vensol (Nirna) Energy Private Limited

Foreign Companies

Nil
Revathi Rohini Buragadda Indian Companies

Designation: Executive Director

257
 Name, designation, term, period of directorship, address, Directorships in other companies
occupation, date of birth, age and DIN
Term: Five years with effect from March 21, 2020, and liable to • Premier Energies International Private
retire by rotation Limited

Period of Directorship: Director since June 17, 2019 Foreign Companies

Address: Villa No. 194, Legend Chimes, On Gandipet Road, Nil

Kokapet, K.V. Rangareddy 500 075, Telangana, India

Occupation: Business

Date of Birth: June 17, 1959

Age: 64

DIN: 08114119

Abhishek Loonker Indian Companies

Designation: Non-Executive Director(1) • Indian Association of Investment

Professionals
Term: Not liable to retire by rotation • Premier Energies Global Environment
Private Limited
Period of Directorship: Director since September 28, 2021 • Premier Energies International Private
Limited
Address: 37 Narpat Nagar Pal Road, Jodhpur, 342 001 Rajasthan, • Premier Energies Photovoltaic Private
India Limited
• Premier Solar Powertech Private Limited
Occupation: Investment Professional • Rochem Separation Systems (India)
Private Limited
Date of Birth: April 28, 1981
Foreign Companies
Age: 42
Nil
DIN: 02069419

Sridhar Narayan Indian Companies

Designation: Non-Executive Director(1) • Electrodrive Powertrain Solutions Private

Limited
Term: Liable to retire by rotation • Hero Motors Limited
• Seedworks International Private Limited
Period of Directorship: Director since September 28, 2021 • Seraphim Advisors India Private Limited

Address: Flat 202, Tower D, Raheja Vivarea, Sane Guruji Marg, Foreign Companies
Jacob Circle, Mahalaxmi, Mumbai 400 011, Maharashtra, India
• GEF Capital Partners LLC
Occupation: Private sector service

Date of Birth: October 30, 1971

Age: 52

DIN: 00137243
Uday Sudhir Pilani Indian Companies

Designation: Independent Director • 50kventures Advisors Private Limited

• Coantum Immersive Private Limited
Term: Five years with effect from March 18, 2020 • Dipamkara Web Ventures Private Limited
• Invente Innovation Labs Private Limited
Period of Directorship: Director since March 18, 2020 • Pilani Organics Private Limited
• Premier Energies International Private
Address: 1D Sai Raj Residency, Plot 128 Jubilee Gardens, Near Limited
Harsh Toyota, Kondapur, Gachibowli, K.V. Rangareddy 500 032,
• Premier Energies Photovoltaic Private
Telangana, India Limited

258
 Name, designation, term, period of directorship, address, Directorships in other companies
occupation, date of birth, age and DIN
Occupation: Business • Ryzeup Labs Private Limited
• Shafali Fabrics Private Limited
Date of Birth: October 16, 1971 • Tristar Natural Resources Private Limited
• Telangana Motor Sports Foundation
Age: 52
Foreign Companies
DIN: 06572889
Nil

Rohan Mehta Indian Companies

Designation: Independent Director • Pakeeza Infrastructure Development

Company Private Limited
Term: Five years with effect from March 18, 2020 • PCS Premier Energy Private Limited
• Premier Energies International Private
Period of Directorship: Director since March 18, 2020 Limited
• Premier Energies Photovoltaic Private
Address: 8-2-293/82/L/27-B, MLA Colony, Banjara Hills, Limited
Khairatabad, Hyderabad 500 034, Telangana, India
Foreign Companies
Occupation: Business
Nil
Date of Birth: June 3, 1969

Age: 54

DIN: 03035696
Raghunathan Kannan Indian Companies

Designation: Independent Director • Eugia Pharma Specialities Limited

• Fernandez Foundation
Term: Five years with effect from March 12, 2024 • Nu Genes Agri Business Private Limited
• Nu Genes Private Limited
Period of Directorship: Director since March 12, 2024 • Sathguru Software Products Private
Limited
Address: Plot No. 15 B 6 – 3 – 1099/1100, Somajiguda, Hyderabad • Sathguru Management Consultants
500 082, Telangana, India Private Limited
• Trust AMC Trustee Private Limited
Occupation: Professional
Foreign Companies
Date of Birth: June 1, 1963
Nil
Age: 61

DIN: 00523576
Jasbir Singh Gujral Indian Companies

Designation: Independent Director • Eltek SGS Mechanics Private Limited.

• Hamp Properties Private Limited
Term: Five years with effect from March 12, 2024 • Johari Digital Healthcare Limited
• SGS Manufacturing & Trading Private
Period of Directorship: Director since March 12, 2024 Limited
• SGS Infosystems Private Limited
Address: House no. K-165, South City-1, Gurugram 122 001, • Syrma SGS Technology and Engineering
Haryana, India Services Limited
• Syrma SGS Technology Limited
Occupation: Professional
Foreign Companies
Date of Birth: August 9, 1955
Nil
Age: 69

DIN: 00198825
Priyanka Gulati Indian Companies

259
 Name, designation, term, period of directorship, address, Directorships in other companies
occupation, date of birth, age and DIN

Designation: Independent Director • EPACK Durable Limited

• Krishna Penstone Automotive Private
Term: Five years with effect from March 12, 2024 Limited
• Talbros Automotive Components Limited
Period of Directorship: Director since March 12, 2024
Foreign Companies
Address: A-9, Sarvodaya Enclave, South Delhi 110 017, Delhi,
India Nil

Occupation: Professional

Date of Birth: December 17, 1977

Age: 46

DIN: 07087707
(1)
Nominee of South Asia Growth Fund II Holdings LLC and South Asia EBT Trust.

Brief profiles of our Directors

Surender Pal Singh Saluja is the Chairman and Whole-Time Director and one of the Promoters of our Company.
He has been associated with our Company since its incorporation. He is responsible for providing strategic advice
to the Board, and developing and executing our Company’s business strategies. He has a bachelor’s in engineering
(mechanical) degree from Karnatak University, Dharwad, Karnataka. He was awarded the National Award for
Outstanding Entrepreneurship in Micro and Small Enterprises by the Ministry of Micro, Small and Medium
Enterprises, Government of India in 2007.

Chiranjeev Singh Saluja is the Managing Director of our Company and one of the Promoters of our Company.
He has been associated with our Company since 1997. He is responsible for the overall operations of our Company
and leading our Company’s short and long-term strategy and setting strategic goals. He has completed his higher
secondary education from the Hyderabad Public School and St. Mary’s Junior College, Hyderabad. He was also
honoured with a professional doctorate in global leadership and management by the European International
University, Paris, France. He is a member of the Federation of Indian Chambers of Commerce and Industry and
a director of the All India Solar Industries Association.

Revathi Rohini Buragadda is an Executive Director of our Company. She has been associated with our
Company since June 17, 2019. She is responsible for overseeing indirect taxation, relations with governmental
agencies, and general insurance for the Company and its Subsidiaries. She holds a bachelor of science degree in
agriculture from Andhra Pradesh Agricultural University. She has previously served as a Deputy Commissioner
of Commercial Taxes with the State Government of Andhra Pradesh.

Abhishek Loonker is a Non-Executive Director of our Company and a nominee of South Asia Growth Fund II
Holdings LLC and South Asia EBT Trust. He has been associated with our Company since September 28, 2021.
He holds a bachelor’s degree in business administration from the B.K. Majmudar Institute of Business
Administration, Gujarat University and a post graduate diploma in business management (international business)
from MATS School of Business and IT, where he secured a first rank. He has also received a certificate for
completion of a programme on “Corporate Restructuring, Mergers and Acquisitions: Creating Value in Turbulent
Times” from Harvard Business School. He is a chartered financial analyst charterholder with the CFA Institute.
Abhishek has been recognised as one of the ‘40 under 40’ alternative investment professionals in India by the
Association of International Wealth Management of India for 2017-2018.

Sridhar Narayan is a Non-Executive Director of our Company and a nominee of South Asia Growth Fund II
Holdings LLC and South Asia EBT Trust. He has been associated with our Company since September 28, 2021.
He holds a post graduate diploma in management from the Indian Institute of Management, Bangalore. He has
also served on the board of directors of Renew Power Private Limited and Shakti Pumps (India) Limited.

Uday Sudhir Pilani is an Independent Director of our Company. He has been associated with our Company since
March 18, 2020. He holds a bachelor’s degree in commerce from Osmania University, Hyderabad. He has
previously served as a director on the board of our Subsidiary PSPPL.

260
Rohan Mehta is an Independent Director of our Company. He has been associated with our Company since
March 18, 2020. He holds a certificate of practice from the Institute of Chartered Accountants of India. He has
been a member of the board of Pakeeza Infrastructure Development Company Private Limited since 2015.

Raghunathan Kannan is an Independent Director of our Company. He has been associated with our Company
since March 12, 2024. He is a fellow of the Institute of Chartered Accountants of India. He is a chartered
accountant with K Vijayaraghavan & Associates LLP, Chartered Accountants, where he has been handling
acquisition/divestiture transaction consulting, risk evaluation, mergers and acquisitions, audits and supply chain
evaluations. He is currently serving as a director on the board of Trust AMC Trustee Private Limited.

Jasbir Singh Gujral is an Independent Director of our Company. He has been associated with our Company
since March 12, 2024. He has passed the bachelors of commerce (honours) examination from the University of
Delhi. He is a fellow of the Institute of Chartered Accountants of India and an associate member of the Institute
of Internal Auditors Inc., New York. He was previously associated with Triveni Engineering Works Limited. He
is currently the managing director of Syrma SGS Technology Limited.

Priyanka Gulati is an Independent Director of our Company. She has been associated with our Company since
March 12, 2024. She is an associate of the Institute of the Chartered Accountants of India. She was awarded the
Outstanding Woman Entrepreneur of the Year at the third FLO Women Awards of Uttar Pradesh, 2017-2018 by
FICCI. She is currently a partner at Grant Thornton Bharat LLP. She is also one of the co-founders of Manthan
Management Solutions Private Limited and has served as a manager in Accenture Services Private Limited.

Relationship between our Directors, Key Managerial Personnel and Senior Management

Except as disclosed below, none of our Directors are related to each other or to any of the Key Managerial
Personnel or Senior Management:

Director/Key Managerial Personnel/ Relative Nature of Relationship

Senior Management
Surender Pal Singh Saluja Chiranjeev Singh Saluja Son
Chairman and Whole-Time Director
Chiranjeev Singh Saluja Surender Pal Singh Saluja Father
Managing Director
Revathi Rohini Buragadda Adapa Srinivas Daughter’s husband
Executive Director

Terms of appointment of Directors

Terms of appointment of our Executive Directors

Surender Pal Singh Saluja

Pursuant to the resolutions passed by our Board and by our Shareholders dated February 17, 2024 and March 6,
2024 respectively, and on such terms and conditions set out in the appointment letter dated December 20, 2016,
as amended by salary revision letter dated March 6, 2024 issued by our Company, Surender Pal Singh Saluja is
entitled to a remuneration of ₹10.00 million per annum and other employee benefits which include corporate
medical insurance coverage of up to ₹100 million per annum, including spouse and children cover; Company
owned vehicle of value of up to ₹12.50 million along with chauffeur and annual maintenance as per actuals,
gratuity and any other retirement benefits with effect from March 1, 2024.

Chiranjeev Singh Saluja

Pursuant to the resolutions passed by our Board and by our Shareholders dated February 17, 2024 and March 6,
2024 respectively, and on such terms and conditions set out in the appointment letter dated December 20, 2016,
as amended by salary revision letter dated March 6, 2024 issued by our Company, Chiranjeev Singh Saluja is
entitled to a remuneration of ₹20.00 million per annum and other employee benefits which include corporate
medical insurance coverage of up to ₹100 million per annum, including spouse and children cover, Company
owned vehicle of value of up to ₹12.50 million along with chauffeur and annual maintenance as per actuals,
gratuity and any other retirement benefits with effect from March 1, 2024.

Revathi Rohini Buragadda

261
Pursuant to the resolutions passed by our Board and by our Shareholders dated February 17, 2024 and March 6,
2024, respectively, and on such terms and conditions set out in the appointment letter dated July 1, 2019, as
amended by salary revision letter dated March 6, 2024 issued by our Company, Revathi Rohini Buragadda is
entitled to a remuneration of ₹10.00 million per annum and other employee benefits with effect from March 1,
2024.

Terms of appointment of our Non-Executive Director and Independent Directors

As on the date of this Draft Red Herring Prospectus, the Non-Executive Directors of our Company are neither
entitled to any sitting fees for attending meetings of the Board or any of its committees, nor entitled to any
commission.

Pursuant to resolutions passed by our Board on March 17, 2020 and August 31, 2023, our Independent Directors
are entitled to receive a sitting fee of ₹0.01 million for attending each meeting of our Board and ₹0.01 million for
attending each meeting of the committee constituted by our Board, respectively.

Payment or benefit to Directors of our Company

Details of the sitting fees or other remuneration paid to our Directors in Fiscal 2024 are set forth below.

Remuneration to our Executive Directors

Details of the remuneration paid to our Executive Directors in Fiscal 2024 is set forth below:
(in ₹ million)
Sr. Name of the Executive Director Remuneration
No.
1. Surender Pal Singh Saluja 6.71
2. Chiranjeev Singh Saluja 9.35
3. Revathi Rohini Buragadda 3.21

Remuneration to our Non-Executive Director

Abhishek Loonker and Sridhar Narayan were not paid any sitting fees or commission for Fiscal 2024 by our
Company.

Remuneration to our Independent Directors

Details of the remuneration paid to our Independent Directors in Fiscal 2024 is set forth below:
(in ₹ million)
Sr. No. Name of the Independent Director Remuneration
1. Uday Sudhir Pilani 0.16
2. Rohan Mehta 0.21
3. Raghunathan Kannan 0.02
4. Jasbir Singh Gujral 0.02
5. Priyanka Gulati 0.01

Remuneration paid to our Directors by our Subsidiaries or Associates

None of our Directors have received any remuneration, sitting fees or commission from our Subsidiaries or
Associates in Fiscal 2024.

Bonus or profit-sharing plan for our Directors

Our Company does not have any bonus or profit-sharing plan for our Directors.

Contingent and deferred compensation payable to our Directors

There is no contingent or deferred compensation payable to our Directors, which does not form part of their
remuneration.

Shareholding of our Directors in our Company

262
Our Articles of Association do not require our Directors to hold any qualification shares.

Except as disclosed below and in “Capital Structure – Shareholding of our Directors, Key Managerial
Personnel and Senior Management in our Company” on page 113, none of our Directors hold any Equity Shares
in our Company as on the date of this Draft Red Herring Prospectus.

Name Number of Equity Shares Percentage of pre-Offer Equity Share

capital on a fully diluted basis (%)*
Surender Pal Singh Saluja 16,476,120 3.90
Chiranjeev Singh Saluja 273,675,382 64.84
Total 290,151,502 68.75
* Includes Equity Shares to be allotted upon conversion of Compulsorily Convertible Debentures. As on the date of this Draft Red Herring
Prospectus, South Asia Growth Fund II Holdings LLC and South Asia EBT Trust hold 17,600,000 CCDs in aggregate, that are outstanding,
and such 17,600,000 CCDs shall be converted into 88,000,000 Equity Shares in the ratio of five Equity Shares for each CCD held, prior to
filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) of the SEBI ICDR Regulations.

Arrangement or understanding with major shareholders, customers, suppliers or others

Except for Abhishek Loonker and Sridhar Narayan, who have been appointed as nominees of South Asia Growth
Fund II Holdings LLC and South Asia EBT Trust pursuant to the Shareholders’ Agreement, none of our current
Directors have been appointed to our Board pursuant to any arrangement or understanding with major
Shareholders, customers, suppliers or others. Further, none of our Key Managerial Personnel have been appointed
pursuant to any arrangement or understanding with major shareholders, customers, suppliers or others.

Interest of Directors

Our Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings
of the Board or a committee thereof, as well as to the extent of other remuneration and reimbursement of expenses,
if any, payable to them.

Our Directors may also be interested to the extent of Equity Shares held by them or that may be subscribed by or
allotted to any companies, firms, ventures, trusts in which they are interested as promoters, directors, partners,
proprietors, members or trustees pursuant to the Offer and any dividend and other distributions payable in respect
of such Equity Shares, and to the extent of any directorships held by them in our Subsidiaries. Further, our
Promoter and Managing Director, Chiranjeev Singh Saluja is a Selling Shareholder in the Offer. Our Non-
Executive Directors, Abhishek Loonker and Sridhar Narayan, are beneficiaries of South Asia EBT Trust, an
Investor Selling Shareholder. For further details regarding the shareholding of our Directors, see “Our
Management - Shareholding of our Directors in our Company”, “Capital Structure – Shareholding of our
Directors, Key Managerial Personnel and Senior Management in our Company” and “Risk Factors - The
proceeds from the Offer for Sale will be paid to the Selling Shareholders” on pages 263, 113 and 69, respectively.

Further, our Directors may also be directors on the board, or are shareholders, kartas, trustees, proprietors,
members or partners, of entities with which our Company has had transactions and may be deemed to be interested
to the extent of the payments made by our Company, or services provided by our Company, if any, to these
entities. For further details, see ‘Restated Consolidated Financial Information – Note 43 - Related Party
Disclosures’ on page 335.

Interest in land and property

Except as disclosed below, none of our Directors have any interest in any property acquired or proposed to be
acquired of our Company or by our Company.

a. The Company has purchased a villa, containing land measuring 359.00 square yards together with constructed
area admeasuring 4,568.00 square feet situated at Narsingi Village, Narsingi Municipality, Gandipet Mandal,
Ranga Reddy District, Telangana for a consideration of ₹34.20 million from Niyathi Naidu Madasu, daughter
of our Director, Revathi Rohini Buragadda, in Fiscal 2021.

b. The Company has purchased open land situated at Survey No. 69, Nandaram Village and Grampanchayat,
Balanagar Revenue Mandal, Mahaboobnagar District, Telangana, for a consideration of ₹30.00 million from
Niyathi Naidu Madasu, daughter of our Director, Revathi Rohini Buragadda, and other vendors, out of which

263
 ₹15.00 million was paid to Niyathi Naidu Madasu, in Fiscal 2022.

c. The Company has purchased a flat admeasuring 2,070.00 square feet, together with undivided share of 72.00
square yards, in premises bearing 6-3-885, situated at Somajiguda, Hyderabad, for a consideration of ₹17.00
million from our Director, Revathi Rohini Buragadda, and her husband Ramesh Naidu, in Fiscal 2022.

Interest in promotion of our Company

Except Surender Pal Singh Saluja and Chiranjeev Singh Saluja, who are Promoters of our Company, none of our
Directors have any interest in the promotion or formation of our Company, as on the date of this Draft Red Herring
Prospectus.

Loans to Directors

As on the date of this Draft Red Herring Prospectus, no loans have been availed by our Directors from our
Company.

Loans given by Directors

As on the date of this Draft Red Herring Prospectus, no loans have been given by our Directors to our Company.

Confirmations

None of our Directors is or has been a director on the board of any listed company whose shares have been/were
suspended from being traded on any of the stock exchanges, during his/her tenure, in the five years preceding the
date of this Draft Red Herring Prospectus.

None of our Directors have been or are directors on the board of any listed companies which is or has been delisted
from any stock exchange(s) during his/her tenure.

No consideration in cash or shares or otherwise has been paid, or agreed to be paid to any of our Directors, or to
the firms or companies in which they are interested as a member by any person either to induce such director to
become, or to help such director to qualify as a Director, or otherwise for services rendered by him/her or by the
firm or company in which he/she is interested, in connection with the promotion or formation of our Company.

Changes in our Board during the last three years

The changes in our Board during the three years immediately preceding the date of this Draft Red Herring
Prospectus are set forth below.

Name of Director Date of Change Reasons

Abhishek Loonker September 28, 2021 Appointment as Non-Executive Director as a nominee of
South Asia Growth Fund II Holdings LLC and South
Asia EBT Trust.
Sridhar Narayan September 28, 2021 Appointment as Non-Executive Director as a nominee of
South Asia Growth Fund II Holdings LLC and South
Asia EBT Trust.
Jasveen Kaur February 16, 2024 Resignation as a director due to re-constitution of the
Board for compliance with corporate governance
requirements
Jasbir Singh Gujral March 12, 2024 Appointment as Independent Director
Raghunanthan Kannan March 12, 2024 Appointment as Independent Director
Priyanka Gulati March 12, 2024 Appointment as Independent Director

Borrowing Powers

Pursuant to Section 180(1)(c) and other applicable provisions, if any, of the Companies Act 2013 and our Articles
of Association, subject to applicable laws and pursuant to the resolution passed by our Board dated September 3,
2019 and the special resolution passed by our Shareholders on September 4, 2019, our Board has been authorised
to borrow monies from time to time, whether secured or unsecured, for the purpose of the business of our
Company, notwithstanding that such borrowings, together with money already borrowed (apart from temporary
loans obtained, if any, from the bankers in the ordinary course of business), may exceed the aggregate of the paid-

264
up share capital, free reserves and securities premium of our Company, provided that the total amount borrowed
shall not at any time exceed the limit of ₹4,000 million.

Corporate Governance

As on the date of this Draft Red Herring Prospectus, there are ten Directors on our Board comprising three
Executive Directors, two Non-Executive Directors and five Independent Directors, including one woman
Director. Uday Sudhir Pilani and Rohan Mehta, Independent Directors on our Board have also been appointed as
independent directors on the board of directors of PEPPL, in accordance with Regulation 24 of the SEBI Listing
Regulations.

Our Board functions either as a full board or through various committees constituted to oversee specific functions.
Our Company is in compliance and undertakes to take all necessary steps to continue to comply with the corporate
governance norms prescribed under the SEBI Listing Regulations and the Companies Act in relation to the
composition of our Board and constitution of committees thereof.

Board committees

Our Company has constituted the following Board committees in terms of the SEBI Listing Regulations, and the
Companies Act, 2013:

(a) Audit Committee;

(b) Nomination and Remuneration Committee;

(c) Stakeholders’ Relationship Committee;

(d) Corporate Social Responsibility Committee; and

(e) Risk Management Committee.

Audit Committee

The Audit Committee was constituted by a resolution of our Board dated March 18, 2020 and was last reconstituted
by a resolution passed by our Board dated March 12, 2024. The Audit Committee is in compliance with Section
177 and other applicable provisions of the Companies Act, 2013 and Regulation 18 of the SEBI Listing
Regulations. The Audit Committee currently comprises of:

Sr. Name of Director Designation Committee Designation

No.
1. Ragunathan Kannan Independent Director Chairperson
2. Jasbir Singh Gujral Independent Director Member
3. Abhishek Loonker Non-Executive Director Member

Terms of Reference:

The Audit Committee shall be responsible for, among other things, as may be required by the stock exchange(s)
from time to time, the following:

Powers of Audit Committee

The Audit Committee shall have powers, including the following:

(1) to investigate any activity within its terms of reference;

(2) to seek information from any employee;
(3) to obtain outside legal or other professional advice;
(4) to secure attendance of outsiders with relevant expertise, if it considers necessary; and
(5) such other powers as may be prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.

Role of Audit Committee

265
The role of the Audit Committee shall include the following:

(1) oversight of financial reporting process and the disclosure of financial information relating to Premier
Energies Limited (the “Company”) to ensure that the financial statements are correct, sufficient and
credible;

(2) recommendation to the board of directors of the Company (the “Board” or “Board of Directors”) for
appointment, re-appointment, replacement, remuneration and other terms of appointment of statutory
auditors of the Company and the fixation of the audit fee;

(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(4) examining and reviewing, with the management, the annual financial statements and auditor's report thereon
before submission to the Board for approval, with particular reference to:

a. matters required to be included in the director’s responsibility statement to be included in the Board’s
report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;
b. changes, if any, in accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise of judgment by management;
d. significant adjustments made in the financial statements arising out of audit findings;
e. compliance with listing and other legal requirements relating to financial statements;
f. disclosure of any related party transactions; and
g. modified opinion(s) in the draft audit report.

(5) reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;

(6) reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated
in the Offer document / prospectus / notice and the report submitted by the monitoring agency monitoring
the utilisation of proceeds of a public or rights issue or preferential issue or qualified institutions placement,
and making appropriate recommendations to the Board to take up steps in this matter.

(7) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

(8) approval of any subsequent modification of transactions of the Company with related parties and omnibus
approval for related party transactions proposed to be entered into by the Company, subject to the conditions
as may be prescribed, by the independent directors who are members of the Audit Committee;

i. Recommend criteria for omnibus approval or any changes to the criteria for approval of the
Board;
ii. Make omnibus approval for related party transactions proposed to be entered into by the
Company for every financial year as per the criteria approved;
iii. Review of transactions pursuant to omnibus approval;
iv. Make recommendation to the Board, where Audit Committee does not approve transactions
other than the transactions falling under Section 188 of the Companies Act, 2013.

Explanation: The term "related party transactions" shall have the same meaning as provided in Clause
2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies
Act, 2013.

(9) scrutiny of inter-corporate loans and investments;

(10) valuation of undertakings or assets of the Company, wherever it is necessary;

(11) evaluation of internal financial controls and risk management systems;

(12) reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal
control systems;

266
(13) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;

(14) discussion with internal auditors of any significant findings and follow-up thereon;

(15) reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board;

(16) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;

(17) looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and creditors;

(18) reviewing the functioning of the whistle blower mechanism;

(19) overseeing the vigil mechanism established by the Company, with the chairperson of the Audit Committee
directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report
genuine concerns in appropriate and exceptional cases;

(20) approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications, experience and
background, etc. of the candidate;

(21) reviewing the utilization of loans and/or advances from/investment by the Company in its subsidiary(/ies)
exceeding ₹1,000,000,000 or 10% of the asset size of the subsidiary(/ies), whichever is lower including
existing loans/ advances/ investments;

(22) review the financial statements, in particular, the investments made by any unlisted subsidiary;

(23) considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the Company and its shareholders;

(24) approving the key performance indicators (“KPIs”) for disclosure in the offer documents, and approval of
KPIs once every year, or as may be required under applicable law; and

(25) carrying out any other functions required to be carried out by the Audit Committee as may be decided by the
Board and/or as provided under the Companies Act, 2013, the SEBI Listing Regulations or any other
applicable law, as and when amended from time to time.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted pursuant to a resolution passed by the Board on
March 18, 2020 and was last reconstituted by a resolution passed by our Board dated March 12, 2024. The
composition and terms of reference of the Nomination and Remuneration Committee are in compliance with
Section 178 and other applicable provisions of the Companies Act, 2013 and Regulation 19 of the SEBI Listing
Regulations. The Nomination and Remuneration Committee currently comprises of:

Sr. Name of Director Designation Committee Designation

No.
1. Uday Sudhir Pilani Independent Director Chairperson
2. Priyanka Gulati Independent Director Member
3. Abhishek Loonker Non-Executive Director Member

Terms of Reference

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The Nomination and Remuneration Committee shall be responsible for, among other things, the following:

(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the board of directors of the Company (the “Board” or “Board of Directors”) a policy
relating to the remuneration of the directors, key managerial personnel and other employees
(“Remuneration Policy”);

(2) For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an independent director. The person
recommended to the Board for appointment as an independent director shall have the capabilities identified
in such description. For the purpose of identifying suitable candidates, the Committee may:

(a) use the services of external agencies, if required;

(b) consider candidates from a wide range of backgrounds, having due regard to diversity; and
(c) consider the time commitments of the candidates.

(3) Formulation of criteria for evaluation of performance of independent directors and the Board;

(4) Devising a policy on Board diversity;

(5) Identifying persons who are qualified to become directors and who may be appointed in senior management
in accordance with the criteria laid down, and recommend to the Board their appointment and removal and
carrying out evaluation of every director’s performance (including independent director);

(6) Analysing, monitoring and reviewing various human resource and compensation matters;

(7) Determining the Company’s policy on specific remuneration packages for executive directors including
pension rights and any compensation payment, and determining remuneration packages of such directors;

(8) Whether to extend or continue the term of appointment of the independent director, on the basis of the
report of performance evaluation of independent directors;

(9) recommend to the board, all remuneration, in whatever form, payable to senior management

(10) Carrying out any other functions required to be carried out by the Nomination and Remuneration
Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended
from time to time.

(11) The Nomination and Remuneration Committee, while formulating the Remuneration Policy, should ensure
that -

(a) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate
directors of the quality required to run the Company successfully;
(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and
(c) remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long term performance objectives appropriate
to the working of the Company and its goals.

(12) Perform such functions as are required to be performed by the Nomination and Remuneration Committee
under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended, including the following:

(a) administering any existing and proposed employee stock option schemes formulated by the Company
from time to time (the “Plan”);
(b) determining the eligibility of employees to participate under the Plan;
(c) granting options to eligible employees and determining the date of grant;
(d) determining the number of options to be granted to an employee;
(e) determining the exercise price under the Plan; and

268
 (f) construing and interpreting the Plan and any agreements defining the rights and obligations of the
Company and eligible employees under the Plan, and prescribing, amending and/or rescinding rules
and regulations relating to the administration of the Plan.

(13) Frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as
amended from time to time, including:

(a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and
(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
Relating to Securities Market) Regulations, 2003, by the trust, the Company and its employees, as
applicable.

(14) Carrying out any other activities as may be delegated by the Board of Directors of the Company, functions
required to be carried out by the Nomination and Remuneration Committee as provided under the Companies
Act, 2013, the SEBI Listing Regulations or any other applicable law, as and when amended from time to
time.

Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee was constituted by a resolution of our Board dated March 12, 2024.
The composition and terms of reference of Stakeholders’ Relationship Committee are in compliance with Section
178 and any other applicable law of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations.
The Stakeholders’ Relationship Committee currently comprises of:

Sr. Name of Director Designation Committee Designation

No.
1. Uday Sudhir Pilani Independent Director Chairperson
2. Raghunathan Kannan Independent Director Member
3. Chiranjeev Singh Saluja Managing Director Member

Terms of Reference

The Stakeholders’ Relationship Committee shall be responsible for, among other things, as may be required
under applicable law, the following:

• considering and looking into various aspects of interest of shareholders, debenture holders and other security
holders
• resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.;
• giving effect to allotment of Equity Shares, approval of transfer or transmission of Equity Shares, debentures
or any other securities;
• issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;
• review of measures taken for effective exercise of voting rights by shareholders;
• review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the registrar and share transfer agent; and
• review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by
the shareholders of the company.
• carrying out any other functions required to be carried out by the Stakeholders’ Relationship Committee as
contained in the Companies Act, 2013 or the SEBI Listing Regulations or any other applicable law, as and
when amended from time to time.

Corporate Social Responsibility Committee

The CSR Committee was constituted by a resolution of our Board dated March 16, 2015 and was last reconstituted
by a resolution passed by our Board dated March 12, 2024. The composition and terms of reference are in
compliance with Section 135 and other applicable provisions of the Companies Act, 2013. The CSR Committee
currently comprises of:

269
 Sr. Name of Director Designation Committee Designation
No.
1. Surender Pal Singh Saluja Whole time Director Chairperson
2. Raghunanthan Kannan Independent Director Member
3. Uday Sudhir Pilani Independent Director Member

Terms of Reference

The Corporate Social Responsibility Committee be and is hereby authorized to perform the following functions:

(1) formulate and recommend to the Board, a “Corporate Social Responsibility Policy” which shall indicate
the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013,
and the rules made thereunder, each as amended, monitor the implementation of the same from time to
time, and make any revisions therein as and when decided by the Board;

(2) review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a);

(3) monitor the Corporate Social Responsibility Policy of the Company from time to time;

(4) identifying corporate social responsibility policy partners and corporate social responsibility policy
programmes;

(5) the Corporate Social Responsibility Committee shall formulate and recommend to the Board, an annual
action plan in pursuance of its corporate social responsibility policy, which shall include the following:

(a) the list of corporate social responsibility projects or programmes that are approved to be undertaken
in areas or subjects specified in Schedule VII of the Companies Act, 2013;

(b) the manner of execution of such projects or programmes as specified in the rules notified under the
Companies Act, 2013;
(c) the modalities of utilisation of funds and implementation schedules for the projects or programmes;

(d) monitoring and reporting mechanism for the projects or programmes; and

(e) details of need and impact assessment, if any, for the projects undertaken by the Company.

Provided that the Board may alter such plan at any time during the financial year, as per the
recommendation of its CSR Committee, based on the reasonable justification to that effect; and

(6) any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of
the Board or as may be directed by the Board from time to time and/or as may be required under applicable
law, as and when amended from time to time.

Risk Management Committee

The Risk Management Committee was constituted by a resolution of our Board dated March 22, 2021 and was
last reconstituted by a resolution passed by our Board dated March 12, 2024. The scope and functions of the Risk
Management Committee are in compliance with the Regulation 21 of the SEBI Listing Regulations. The Risk
Management Committee currently comprises of:

Sr. Name of Director Designation Committee Designation

No.
1. Chiranjeev Singh Saluja Managing Director Chairperson
2. Jasbir Singh Gujral Independent Director Member
3. Raghunathan Kannan Independent Director Member

Terms of Reference

The role and responsibility of the Risk Management Committee shall be as follows:

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(1) Review, assess and formulate the risk management system and policy of the Company from time to time
and recommend for an amendment or modification thereof, which shall include:

(a) a framework for identification of internal and external risks specifically faced by the Company, in
particular including financial, operational, sectoral, sustainability (particularly, environment, social and
governance related risks), information, cyber security risks or any other risk as may be determined by
the Risk Management Committee;

(b) measures for risk mitigation including systems and processes for internal control of identified risks; and

(c) business continuity plan;

(2) Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;

(3) Monitor and oversee implementation of the risk management policy, including evaluating the adequacy
of risk management systems;

(4) Periodically review the risk management policy, at least once in two years, including by considering the
changing industry dynamics and evolving complexity, and recommend for any amendment or
modification thereof, as necessary;

(5) Keep the Board of the Company informed about the nature and content of its discussions,
recommendations and actions to be taken;

(6) Review the appointment, removal and terms of remuneration of the Chief Risk Officer (if any);

(7) To implement and monitor policies and/or processes for ensuring cyber security;

(8) To coordinate its activities with other committees, in instances where there is any overlap with activities
of such committees, as per the framework laid down by the Board; and

(9) Any other similar or other functions as may be laid down by Board from time to time and/or as may be
required under applicable law, as and when amended from time to time, including the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

271
Management Organisation Structure

272
Key Managerial Personnel and Senior Management

Key Managerial Personnel

The details of our Key Managerial Personnel, as of the date of this Draft Red Herring Prospectus are as follows:

In addition to our Chairman and Whole-Time Director, Surender Pal Singh, our Managing Director, Chiranjeev
Singh Saluja and our Executive Director, Revathi Rohini Buragadda, whose details are provided in “– Brief
Profiles of our Directors” above, the details of our other Key Managerial Personnel as on the date of this Draft
Red Herring Prospectus are set forth below.

Nand Kishore Khandelwal is the Group Chief Financial Officer of our Company. He is responsible for finance
function, strategic planning and information technology in our Company. He has been associated with our
Company since September 1, 2023. He is an associate member of the Institute of Chartered Accountants of India.
He was previously associated with Param Industries Limited, Dukes Products (India) Limited, Alumeco India
Extrusion Limited, and Pitti Engineering Limited. He has received a certificate for ‘Asia’s 100 Power Leaders in
Finance 2022’ from White Page International. He also received recognition as one of the ‘Top 10 Chief Financial
Officers – 2022’ in his capacity as the President – Corporate Resources and Chief Financial Officer, Pitti
Engineering Limited, from CEO Insights. In Fiscal 2024, he received an aggregate remuneration of ₹8.04 million.

Ravella Sreenivasa Rao is the Vice President - Company Secretary, Legal and Compliance Officer of our
Company. He has been associated with our Company since March 24, 2022. He is responsible for secretarial,
legal, and compliance related functions in our Company. He is an associate of the Institute of Company Secretaries
of India and an insolvency professional registered with the Insolvency and Bankruptcy Board of India. He was
previously associated with Keerthi Industries Limited, Pridhvi Asset Reconstruction and Securitisation Company
Limited, Tecumseh Products India Private Limited and SMS Pharmaceuticals Limited. In Fiscal 2024, he received
an aggregate remuneration of ₹2.85 million.

Senior Management

Sudhir Moola is the Chief Strategy Officer of our Subsidiary, PSPPL. He has been associated with our
Subsidiary, PSPPL since April 1, 2018. He is responsible for strategic and capital expansion plans across the
Company and the Subsidiaries. He holds a bachelor’s degree in technology (electronics and communication
engineering) from Jawaharlal Nehru Technological University, Hyderabad, a master’s degree in science
(electrical engineering) from Colorado State University, USA and has completed the post graduate programme in
management from the Indian School of Business, Hyderabad. Prior to joining PSPPL, he was associated with
Price Waterhouse Coopers, USA. In Fiscal 2024, he received an aggregate remuneration of ₹6.59 million.

Adapa Srinivas is the Chief Growth Officer of our Company. He has been associated with our Company since
March 13, 2024. He is responsible for the business development, sales and marketing functions of the Company.
He holds a bachelor’s degree in engineering from Nagpur University and a post graduate diploma in management
from Indian Institute of Management, Lucknow. He was previously associated with Burger King India Limited
and Kellogg India Private Limited. In Fiscal 2024, he received an aggregate remuneration of ₹0.45 million.

Chandra Mauli Kumar is the Head – Manufacturing and Technology of our Subsidiary, PEPPL. He has been
associated with our Subsidiary, PEPPL, since March 8, 2022. He is responsible for production, engineering,
projects and setting up cell and module lines in the Company and Subsidiaries. He holds a degree of master of
science (electronics) from the University of Delhi. He was previously associated with Indosolar Limited and Tata
Power Solar System Limited. In Fiscal 2024, he received an aggregate remuneration of ₹10.39 million.

Status of Key Managerial Personnel and Senior Management

Other than Sudhir Moola, our Chief Strategy Officer, who is a permanent employee on the rolls of our Subsidiary,
PSPPL, and Chandra Mauli Kumar, our Head – Manufacturing and Technology, who is a permanent employee
on the rolls of our Subsidiary, PEPPL, all the Key Managerial Personnel and Senior Management are permanent
employees of our Company.

Relationship among Key Managerial Personnel and Senior Management

Except as disclosed below, none of our Key Managerial Personnel and Senior Management are related to each
other.
273
 Key Managerial Personnel/ Senior Relative Nature of Relationship
Management
Surender Pal Singh Saluja Chiranjeev Singh Saluja Son
Chairman and Whole-Time Director
Chiranjeev Singh Saluja Surender Pal Singh Saluja Father
Managing Director
Revathi Rohini Buragadda Adapa Srinivas Daughter’s husband
Executive Director
Adapa Srinivas Revathi Rohini Buragadda Spouse’s mother
Chief Growth Officer

Bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management

None of our Key Managerial Personnel or Senior Management are party to any bonus or profit-sharing plan of
our Company.

Shareholding of Key Managerial Personnel and Senior Management in our Company

Except as disclosed below and in “Capital Structure - Shareholding of our Directors, Key Managerial Personnel
and Senior Management in our Company” on page 135, none of our Key Managerial Personnel or Senior
Management, hold any Equity Shares in our Company as on the date of this Draft Red Herring Prospectus.

Name Number of Equity Shares Percentage of pre-Offer Equity Share

capital on a fully diluted basis(1) (%)
Surender Pal Singh Saluja 16,476,120 3.90
Chiranjeev Singh Saluja 273,675,382 64.84
Sudhir Moola 15,114,560 3.58
Total 305,266,062 72.33
(1)
Includes Equity Shares to be allotted upon conversion of Compulsorily Convertible Debentures. As on the date of this Draft Red Herring
Prospectus, South Asia Growth Fund II Holdings LLC and South Asia EBT Trust hold 17,600,000 CCDs in the aggregate, that are
outstanding, and such 17,600,000 CCDs shall be converted into 88,000,000 Equity Shares in the ratio of five Equity Shares for each
CCD held prior to filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) of the SEBI ICDR Regulations.

Service Contracts with Directors and Key Managerial Personnel and Senior Management

Except as disclosed below, none of our Directors, Key Managerial Personnel and Senior Management have
entered into a service contract with our Company pursuant to which they are entitled to any benefits upon
termination of employment.

PEPPL has entered into an agreement dated April 8, 2022 with our Head – Manufacturing and Technology,
Chandra Mauli Kumar, for a fixed period of five years effective from April 8, 2022 till March 31, 2027,
whereunder he is entitled to compensation of ₹ 6 million (subject to taxes), if PEPPL chooses to end the agreement,
with or without a cause or reason, before the completion of this five year term.

Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management

There is no contingent or deferred compensation payable to our Key Managerial Personnel and Senior
Management, which does not form part of their remuneration.

Arrangements and understanding with major shareholders, customers, suppliers or others

None of the Key Managerial Personnel or Senior Management of our Company have been appointed pursuant to
any arrangement or understanding with our major shareholders, customers, suppliers or others.

Interest of Key Managerial Personnel and Senior Management

Other than as disclosed in “Our Management - Interest of Directors” above, the Key Managerial Personnel and
Senior Management of our Company do not have any interest in our Company other than to the extent of the
remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of
expenses incurred by them during the ordinary course of business.

Changes in Key Managerial Personnel or Senior Management during the last three years

274
Except as disclosed below and in “– Changes in our Board during the last three years” above, there are no other
changes in our Key Managerial Personnel or Senior Management during the three years immediately preceding
the date of this Draft Red Herring Prospectus:

Name Date of Change Reasons

Adapa Srinivas March 13, 2024 Appointed as the Chief Growth Officer of our Company
Sudhir Moola March 13, 2024 Redesignated as Chief Strategy Officer of our Subsidiary PSPPL
Chandramauli Kumar March 13, 2024 Redesignated as Head – Manufacturing and Technology of our
Subsidiary PEPPL
Nand Kishore Khandelwal September 1, 2023 Appointed as the Group Chief Financial Officer of our Company
and our Subsidiary, PEPPL
Priyadarshan Bhatewara March 31, 2023 Resignation as chief financial officer
Shruti Walia March 25, 2022 Resignation as company secretary
Ravella Sreenivasa Rao March 24, 2022 Appointed as the Vice President - Company Secretary, Legal and
Compliance
Chandramauli Kumar March 8, 2022 Appointed as the Head – Module and Cell Manufacturing and
Technology of our Subsidiary PEPPL
Shruti Walia September 16, 2021 Appointed as the company secretary
Shantipriya Ramesh Kalkur September 15, 2021 Resignation as company secretary

Employee stock option and stock purchase schemes

For details of the employee stock option scheme implemented by our Company, see “Capital Structure –
Employee Stock Options Scheme of our Company” on page 114.

Payment or Benefit to Key Managerial Personnel and Senior Management of our Company

No non-salary related amount or benefit has been paid or given to any of our Company’s officers including our
Directors, Key Managerial Personnel and Senior Management within the two preceding years of this Draft Red
Herring Prospectus or is intended to be paid or given, other than in the ordinary course of their employment.

275
 OUR PROMOTERS AND PROMOTER GROUP

Our Promoters

Surender Pal Singh Saluja and Chiranjeev Singh Saluja are the Promoters of our Company. As on the date of this
Draft Red Herring Prospectus, our Promoters hold in aggregate 290,151,502 Equity Shares, which constitutes
68.75% on a fully diluted basis of the issued, subscribed and paid-up Equity Share capital of our Company.

For details on shareholding of our Promoters in our Company, see “Capital Structure – History of the share
capital held by the Promoters - Build-up of Promoters’ shareholding in our Company” on page 104.

Details of our Promoters

Surender Pal Singh Saluja

Surender Pal Singh Saluja, born on December 26, 1946, aged 77 years, is
one of our Promoters and the Chairman and Whole-Time Director on our
Board. He is a resident of Plot No. C-27, Vikrampuri Colony,
Secunderabad, Hyderabad 500 009, Telangana, India. For the complete
profile of Surender Pal Singh Saluja, along with the details of his
educational qualification, experience in the business/employment,
positions/posts held in past, directorship, special achievements, his
business and financial activities, and his other ventures see ‘Our
Management - Brief profiles of our Directors” on page 260. His PAN is
ABMPS7079N.

Chiranjeev Singh Saluja

Chiranjeev Singh Saluja, born on September 17, 1973, aged 50 years, is

one of our Promoters and the Managing Director on our Board. He is a
resident of Plot No. C-27, Vikrampuri Colony, Secunderabad, Hyderabad
500 009, Telangana, India. For the complete profile of Chiranjeev Singh
Saluja, along with the details of his educational qualification, experience
in the business/employment, positions/posts held in past, directorship,
special achievements, his business and financial activities, and his other
ventures, see “Our Management - Brief profiles of our Directors” on
page 260. His PAN is ABWPS5533K.

Except as disclosed below, our Company confirms that the permanent account numbers, bank account numbers,
passport numbers, Aadhar card numbers and driving licence numbers of our Promoters will be submitted to the
Stock Exchanges at the time of filing of this Draft Red Herring Prospectus.

Our Promoter, Surender Pal Singh Saluja does not hold a driving license.

276
Change in the management and control of our Company

Our Promoters are the original promoter of our Company and there has been no change in the control of our
Company in the last five years.

Interests of Promoters

Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent
of their respective shareholding and their directorships in our Company and our Subsidiaries and the dividends
payable, if any, and any other distributions in respect of their respective shareholding in our Company and our
Subsidiaries or the shareholding of their relatives in our Company. For details of the shareholding of our Promoters
in our Company, see ‘Capital Structure – History of the share capital held by the Promoters- Build-up of
Promoter’s shareholding in our Company’ on page 104. For details of the shareholding of our Promoters in our
Subsidiaries, see ‘Our Subsidiaries and Associates - Subsidiaries of our Company’ on page 251.

For details of the interest of our Promoters as Directors of the Company and our Subsidiaries, also see ‘Our
Management - Interest of Directors and ‘Restated Consolidated Financial Information – Note 43 - Related
Party Disclosures’ on pages 263 and 335, respectively.

Our Promoters have no interest in any property acquired by our Company during the three years preceding the
date of this Draft Red Herring Prospectus or proposed to be acquired by our Company.

Our Promoters have no interest in any transaction by our Company for acquisition of land, construction of building
or supply of machinery.

Our Promoters are not interested as a member in any firm or company which has any interest in our Company.
Further, no sum has been paid or agreed to be paid to any of our Promoters or to any firm or company in which
any of our Promoters are interested as a member, in cash or shares or otherwise by any person either to induce
any of our Promoters to become, or qualify them as a director, or otherwise for services rendered by any our
Promoters or by such firm or company in connection with the promotion or formation of our Company.

Payments or benefits to our Promoters or members of our Promoter Group

Except in the ordinary course of business and as disclosed in ‘Our Management - Terms of appointment of
Directors’, ‘Our Management - Payment or benefit to Directors of our Company’ and ‘Restated Consolidated
Financial Information – Note 43 - Related Party Disclosures’ on pages 261, 262 and 335, respectively, no
amount or benefit has been paid or given to our Promoters or members of our Promoter Group during the two
years preceding the filing of this Draft Red Herring Prospectus nor is there any intention to pay or give any benefit
to our Promoter or members of our Promoter Group.

Material guarantees to third parties with respect to the Equity Shares

Our Promoters have not given any material guarantee to any third party with respect to the Equity Shares, as on
the date of this Draft Red Herring Prospectus.

Disassociation by our Promoters in the three immediately preceding years

Except as disclosed below, our Promoters have not disassociated themselves from any company or firm during
the three years preceding the date of this Draft Red Herring Prospectus:

Name of Company or firm from Reasons and circumstances

Date of disassociation
which Promoters have disassociated leading to the disassociation
Surender Pal Singh Saluja
Water Tech Engineers Exit from the partnership firm March 2, 2024
Chiranjeev Singh Saluja
Asian Power Projects Private Limited Resignation from directorship September 30, 2023

Promoter Group

The following individuals and entities constitute our Promoter Group in terms of Regulation 2(1)(pp) of the SEBI
ICDR Regulations.

277
Natural persons who are part of the Promoter Group

The natural persons who are part of the Promoter Group, are as follows:

(a) Immediate relatives of our Promoters

Name of Promoter Name of relative Relationship
Surender Pal Singh Saluja Manjeet Kaur Saluja Spouse
Rajender Singh Saluja Brother
Kuldip Singh Saluja Brother
Manjeet Kaur Gujral Sister
Charanjeet Chowdhary Sister
Chiranjeev Singh Saluja Son
Bipindeep Singh Saluja Son
Jasveen Kaur Daughter
Diljit Singh Chhabra Spouse’s brother
Surinder Kaur Saluja Spouse’s sister
Chiranjeev Singh Saluja Surender Pal Saluja Father
Manjeet Kaur Saluja Mother
Vivana Saluja Spouse
Bipindeep Singh Saluja Brother
Jasveen Kaur Sister
Krishankk Singh Saluja Son
Visannya C Saluja Daughter
Anilkumar Verma Spouse’s father
Aumita Verma Spouse’s mother
Sushank Verma Spouse’s brother
Moohit Verma Spouse’s brother

(a) In addition to the individuals mentioned above, persons whose shareholding is aggregated under the
heading “shareholding of the promoter group”:

(i) Charandeep Singh Saluja

Entities forming part of the Promoter Group

The entities forming part of our Promoter Group are as follows:

1. Chiranjeev Singh Saluja Trust

2. Chiranjeev Singh Saluja HUF
3. KVR Constructions
4. Premier Stainless-Steel Wires Private Limited
5. Premier Tirupati Solar Private Limited
6. Sunali International
7. Surender Pal Singh Saluja Trust
8. Surenderpal Singh Saluja HUF
9. Water Tech Engineers

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 DIVIDEND POLICY

The dividend distribution policy of our Company was approved and adopted by our Board on February 29, 2024
(“Dividend Policy”). In terms of the Dividend Policy, the declaration and payment of dividends on our Equity
Shares, if any, will be recommended by our Board and approved by our Shareholders, at their discretion, subject
to the provisions of the Articles of Association and applicable laws including the Companies Act, 2013, read with
the rules notified thereunder, each as amended.

Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of the
Board and will depend on a number of factors, including but not limited to, (i) financial parameters such as profits
earned during the year, our company’s liquidity position and future cash flow needs, and capital expenditure
requirements considering expansion and acquisition opportunities; (ii) internal factors such as inorganic growth
plans, reinvestment opportunities, past dividend trends and providing for contingencies; and (iii) external factors
such as the economic environment, legal and regulatory framework, and prevailing taxation policy. In addition,
the ability of our Company to pay dividends may be impacted by a number of factors, including restrictive
covenants under the loan or financing arrangements our Company is currently availing of or may enter into to
finance our funding requirements for our business activities. For details in relation to risks involved in this regard,
see “Risk Factors – Our Company cannot assure payment of dividends on the Equity Shares in the future” on
page 69.

Our Company has not declared and paid any dividend on the Equity Shares in the three Fiscals and the nine months
period ended December 31, 2023 preceding the date of this Draft Red Herring Prospectus and the period from
January 1, 2024 until the date of this Draft Red Herring Prospectus.

279
 SECTION V – FINANCIAL INFORMATION

RESTATED CONSOLIDATED FINANCIAL INFORMATION

[Remainder of this page has been intentionally left blank]

280
INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED CONSOLIDATED
FINANCIAL INFORMATION

The Board of Directors

Premier Energies Limited (formerly known as Premier Solar Systems Private Limited)

Dear Sirs,

1. We have examined, as appropriate (refer paragraph 5 and 6 below), the attached Restated
Consolidated Financial Information of Premier Energies Limited (formerly known as Premier
Solar Systems Private Limited) (the “Company” or the “Issuer”) and its subsidiaries (the Company
and its subsidiaries collectively referred to as the “Group") which includes Group’s share of the
net profit of its associates, which comprises of the Restated Consolidated Statement of Assets and
Liabilities as at December 31, 2023, March 31, 2023, March 31, 2022 and March 31, 2021, the
Restated Consolidated Statement of Profit and Loss (including other comprehensive income), the
Restated Consolidated Statement of Cash Flows, the Restated Consolidated Statement of Changes
in Equity, for the nine month period ended December 31, 2023 and for the years ended March 31,
2023, March 31, 2022 and March 31, 2021, the summary statement of Material Accounting
Policies, and other explanatory information (collectively, the “Restated Consolidated Financial
Information”), as approved by the Board of Directors of the Company (“the Board”) at their
meeting held on March 14, 2024 for the purpose of inclusion in the Draft Red Herring Prospectus
(“DRHP”) prepared by the Company in connection with its proposed Initial Public Offer of equity
shares (“IPO”) prepared in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (“the Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (the "ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India (“ICAI”), as amended (“the Guidance Note”).

2. The Company’s Board of Directors is responsible for the preparation of the Restated Consolidated
Financial Information for the purpose of inclusion in the DRHP to be filed with Securities and
Exchange Board of India (“SEBI”), BSE Limited and National Stock Exchange of India Limited
(“NSE”) (collectively, with BSE Limited, the “Stock Exchanges”) in connection with the proposed
IPO. The Restated Consolidated Financial Information have been prepared by the management of
the Company on the basis of preparation stated in Note 2(A) to the Restated Consolidated Financial
Information. The respective Board of Directors of the companies included in the Group and of its
associates are responsible for designing, implementing and maintaining adequate internal control
relevant to the preparation and presentation of the respective restated financial information. The
respective Board of Directors are also responsible for identifying and ensuring that the Group and
its associates complies with the Act, the ICDR Regulations and the Guidance Note.

3. We have examined such Restated Consolidated Financial Information taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance
with our engagement letter dated February 15, 2024 in connection with the proposed IPO
of equity shares of the Issuer;

b) The Guidance Note read with SEBI Communication, as applicable. The Guidance Note also
requires that we comply with the ethical requirements of the Code of Ethics issued by the
ICAI;

c) Concepts of test checks and materiality to obtain reasonable assurance based on verification
of evidence supporting the Restated Consolidated Financial Information; and

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 d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was
performed solely to assist you in meeting your responsibilities in relation to your compliance
with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO.

4. These Restated Consolidated Financial Information have been compiled by the Management from:

a) the audited Special Purpose Consolidated Interim Financial Statements as at and for the
nine month period ended December 31, 2023 prepared in accordance with recognition and
measurement principles of Indian Accounting Standard (Ind AS) 34 "Interim Financial
Reporting", specified under Section 133 of the Act and other accounting principles generally
accepted in India , which have been approved by the Board of Directors at their meeting
held on March 14, 2024.

b) the audited Consolidated Ind AS Financial Statements of the Group and its associates as at
and for the years ended March 31, 2023, March 31, 2022 and March 31, 2021 prepared in
accordance with the Ind AS as prescribed under Section 133 of the Act read with Companies
(Indian Accounting Standards) Rules 2015, as amended, and other accounting principles
generally accepted in India, which have been approved by the Board of Directors at their
meeting held on September 29, 2023, December 22, 2022 and December 21, 2021
respectively.

5. For the purpose of our examination, we have relied on:

a) Auditors’ report issued by us dated March 14, 2024 on the Special Purpose Consolidated
Interim Ind AS Financial Statements of the Group and its associates as at and for the nine
month period ended December 31, 2023 as referred in Paragraph 4(a) above.

b) Auditors’ reports issued by us dated September 29, 2023 and December 22, 2022 on the
consolidated Ind AS financial statements of the Group and its associates as at and for the
years ended March 31, 2023 and 2022 as referred in Paragraph 4(b) above.

c) Auditors’ report issued by previous auditor, Sharad & Associates, Chartered Accountants,
(“the Previous Auditors”) dated December 21, 2021 on the consolidated Ind AS financial
statements of the Group and its associates as at and for the year ended March 31, 2021,
which includes the following emphasis of matter paragraph (as refer note 29 to the Restated
Consolidated Financial Information):

“We draw attention to Note 26 of the consolidated Ind AS financial statements wherein
certain non-compliances with ESI and PF Acts have been reported with respect to a
subsidiary audited by other auditor. The auditors of such a subsidiary company have
reported an Emphasis of Matter in this regard in their report of the said subsidiary company.

Our opinion is not modified in respect of above matters.”

The audits for the financial year ended March 31, 2021 were conducted by the Company’s
Previous Auditors, and accordingly reliance has been placed on the restated consolidated
statement of assets and liabilities, the restated consolidated statement of profit and loss
(including other comprehensive income), the restated consolidated statement of cash flows,
the restated consolidated statement of changes in equity,, the summary statement of
material accounting policies, and other explanatory information (collectively, the “2021
Restated Consolidated Financial Information”) examined by them for the said year. The
examination report included for the said year is based solely on the report submitted by the
Previous Auditors. They have also confirmed that the 2021 Restated Consolidated Financial
Information:

a) have been prepared after incorporating adjustments for the changes in accounting
policies, material errors and regrouping/reclassifications retrospectively in the financial
year ended March 31, 2021 to reflect the same accounting treatment as per the
accounting policies and grouping/classifications followed as at and for the nine month
period ended December 31, 2023;

282
 b) do not require any adjustment for modification as there is no modification in the
underlying audit report. There is an item relating to emphasis of matter (refer paragraph
5 above), which do not require any adjustment to the Restated Consolidated Financial
Information; and

c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance
Note.

6. As indicated in our audit report referred above:

We did not audit financial statements of a subsidiary whose financial statements reflect total
assets, total revenues, net cash inflows and two associates whose share of profit included in the
consolidated financial information, for the relevant year is tabulated below, which have been
audited by other auditors (listed in Appendix I), and whose report have been furnished to us by
the Company’s Management and our opinion on the consolidated financial statements, in so far
as it relates to the amounts and disclosures included in respect of these components, is based
solely on the report of the other auditors:

(₹ in million)
Particulars As at/ for the As at/ for the year As at/ for the year
period ended ended ended
December 31, 2023 March 31, 2023 March 31, 2022
Number of subsidiary 1 1 1
Number of associates 2 2 2
Total assets Nil Nil 0.66
Total revenue Nil Nil Nil
Net cash inflow 0.00 0.00 0.00
Share of profit from 9.87 12.18 11.75
associates

Our opinion on the consolidated financial statements is not modified in respect of this matter.

These other auditors of subsidiary and associates, as mentioned above, have examined the
restated financial information (listed in Appendix II) and have confirmed that the restated financial
information:

a) have been prepared after incorporating adjustments for the changes in accounting policies,
material errors and regrouping/reclassifications retrospectively in the financial year ended
March 31, 2023 and March 31, 2022 to reflect the same accounting treatment as per the
accounting policies and grouping/classifications followed as at and for the nine month period
ended December 31, 2023;

b) do not require any adjustment for modification as there is no modification in the underlying
audit report; and

c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

7. Based on examination report dated March 14, 2024 provided by the Previous Auditors, the audit
reports on the consolidated financial statements issued by the Previous Auditors included
following other matters:

a) “As indicated in our audit reports referred above, we did not audit the financial statements of
4 subsidiaries and 3 associates including a foreign subsidiary and whose share of total assets,
total revenues, net cash outflows and share of profit in its associates included in the
consolidated financial statements, for the relevant years is tabulated below, which have been
audited by other auditors (listed in Appendix III), and whose reports have been furnished to
us, by the Company's management and our opinion on the consolidated financial statements,
in so far as it relates to the amounts and disclosures included in respect of these components,
is based solely on the reports of the other auditors:

283
 (₹ in million)
Particulars As at/ for the year ended
March 31, 2021
Total Assets 4,136.11
Total Revenues 97.22
Net cash outflows (56.22)
Share of profit in its associates 6.49

Our opinion on the consolidated Ind AS financial statements is not modified in respect of these
matters.

Certain of these other auditors of the subsidiaries and associates, as mentioned above, have
examined the restated financial information (listed in Appendix III), and have confirmed that
the restated financial information:

a) have been prepared after incorporating adjustments for the changes in accounting
policies, material errors and regrouping/reclassifications retrospectively in the financial
year ended March 31, 2021 to reflect the same accounting treatment as per the accounting
policies; and

b) do not require any adjustment for modification as there is no modification in the underlying
audit report; and

c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.”

8. Based on our examination and according to the information and explanations given to us and also
as per the reliance placed on the examination reports submitted by the Previous Auditors and
other auditors for the respective years, we report that the Restated Consolidated Financial
Information:

a) have been prepared after incorporating adjustments for the changes in accounting policies,
material errors and regrouping/reclassifications retrospectively in the financial years ended
March 31, 2023, March 31, 2022 and March 31, 2021 to reflect the same accounting treatment
as per the accounting policies and grouping/classifications followed as at and for the nine
month period ended December 31, 2023;

b) do not require any adjustment for modification as there is no modification in the underlying
audit report. There is an item relating to emphasis of matter (refer paragraph 5 above), which
do not require any adjustment to the Restated Consolidated Financial Information; and

c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

9. We have complied with the relevant applicable requirements of the Standard on Quality Control
(SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial
Information, and Other Assurance and Related Services Engagements.

10. The Restated Consolidated Financial Information do not reflect the effects of events that occurred
subsequent to the respective dates of the reports on the audited consolidated financial
statements/special purpose consolidated interim financial statements mentioned in paragraph 4
above.

11. This report should not in any way be construed as a reissuance or re-dating of any of the previous
audit reports issued by us, nor should this report be construed as a new opinion on any of the
financial statements referred to herein.

284
12. We have no responsibility to update our report for events and circumstances occurring after the
date of the report.

13. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed
with SEBI and the Stock Exchanges, in connection with the proposed IPO. Our report should not
be used, referred to, or distributed for any other purpose except with our prior consent in writing.
Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or
to any other person to whom this report is shown or into whose hands it may come without our
prior consent in writing.

For Deloitte Haskins & Sells

Chartered Accountants
(Firm’s Registration No.008072S)

Ajay Jhawar
Partner
(Membership No. 223888)
(UDIN: 24223888BKFRUU2217)
Place: Hyderabad
Date: March 14, 2024

285
Appendix I
List of Subsidiary / Associates audited by other auditors
Name of the Entity Relationship Name of the Periods audited/examined
Independent Auditor

IBD Solar Powertech Step-down H M Enam & Co. As at/ for the nine month period
(Private) Limited Subsidiary ended December 31, 2023

and

As at/ for the year ended March

31, 2023

Sharad & Associates As at/ for the year ended March

31, 2022

Brightstone Developers Associate Sathish Ramdeni & Co As at/ for the nine month period
Private Limited ended December 31, 2023

and

As at/ for the year ended March

31, 2023 and 2022

Mavyatho Ventures Associate Sathish Ramdeni & Co As at/ for the nine month period
Private Limited ended December 31, 2023

and

As at/ for the year ended March

31, 2023 and 2022

286
Appendix II
List of Subsidiary / Associates examined by other auditors
Name of the Entity Relationship Name of the Periods audited/examined
Independent Auditor

IBD Solar Powertech Step-down H M Enam & Co. As at/ for the nine month period
(Private) Limited Subsidiary ended December 31, 2023

and

As at/ for the year ended March

31, 2023 and 2022

Brightstone Developers Associate Sathish Ramdeni & Co As at/ for the nine month period
Private Limited ended December 31, 2023

and

As at/ for the year ended March

31, 2023 and 2022

Mavyatho Ventures Associate Sathish Ramdeni & Co As at/ for the nine month period
Private Limited ended December 31, 2023

and

As at/ for the year ended March

31, 2023 and 2022

Appendix III
List of Subsidiary / Associates audited/examined by other auditors

Name of the Entity Relationship Name of the Periods audited / examined

Independent Auditor

IBD Solar Powertech Step-down Tofayel Ahmed & Co. Audited as at/ for the year
(Private) Limited Subsidiary ended March 31, 2021

Premier Energies Subsidiary Sathish Ramdeni & Co As at/ for the year ended
Photovoltaic Private March 31, 2021
Limited

Premier Photovoltaic Subsidiary Sathish Ramdeni & Co As at/ for the year ended
Gajwel Private Limited March 31, 2021

Premier Photovoltaic Subsidiary Sathish Ramdeni & Co As at/ for the year ended
Zaheerabad Private Limited March 31, 2021

Brightstone Developers Associate Sathish Ramdeni & Co As at/ for the year ended
Private Limited March 31, 2021

Mavyatho Ventures Private Associate Sathish Ramdeni & Co As at/ for the year ended
Limited March 31,2021

Premier Lords Private Associate Sathish Ramdeni & Co As at/ for the year ended
Limited March 31,2021

287
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Restated Consolidated Statement of Assets and Liabilities
(All amounts in ₹ million, unless otherwise stated)

As at As at As at As at
Particulars Note
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
ASSETS

Non-current assets
Property, plant and equipment 4.1 11,688.00 5,836.14 4,714.48 4,196.13
Right-of-use assets 4.2 92.01 4.20 7.16 9.36
Capital work in progress 4.3 402.03 3,493.26 1,141.96 0.86
Investment property 4.4 57.58 58.04 58.65 46.91
Goodwill 4.5 0.06 0.06 0.06 -
Other intangible assets 4.6 16.20 20.63 4.70 2.19
Financial assets
(i) Investments 5.1 87.40 70.14 65.18 91.42
(ii) Loans 5.2 21.99 21.99 - -
(iii) Other financial assets 5.3 1,055.65 397.73 531.46 593.22
Deferred tax assets (net) 23 69.46 2.49 11.18 15.67
Other non-current assets 6 154.13 589.29 236.49 363.88
Income tax assets (net) 7 54.11 55.50 - -
Total non-current assets 13,698.62 10,549.47 6,771.32 5,319.64

Current assets
Inventories 8 7,995.60 6,328.55 2,169.27 626.41
Financial assets
(i) Investments 9.1 - 517.58 482.17 -
(ii) Trade receivables 9.2 2,517.81 594.61 1,451.82 1,620.00
(iii) Cash and cash equivalents 9.3 2,163.77 645.70 800.99 144.54
(iv) Bank balances other than (iii) above 9.4 1,723.84 1,288.99 795.78 649.62
(v) Loans 9.5 9.55 3.50 6.93 18.44
(vi) Other financial assets 9.6 222.86 80.04 117.77 67.61
Current tax assets (net) 10 - 20.68 12.78 -
Other current assets 11 1,055.27 1,077.76 788.97 1,178.31
Assets classified as held for sale 12 - - 17.14 144.12
Total current assets 15,688.70 10,557.41 6,643.62 4,449.05

Total assets 29,387.32 21,106.88 13,414.94 9,768.69

EQUITY AND LIABILITIES

Equity
Equity share capital 13 263.46 263.46 263.46 249.51
Instruments entirely equity in nature 14 1,698.74 1,698.74 1,698.74 -
Other equity 15 3,442.56 2,149.95 1,984.04 1,971.17
Equity attributable to the owners of the company 5,404.76 4,112.15 3,946.24 2,220.68
Non controlling interest 130.34 130.34 93.15 169.45
Total equity 5,535.10 4,242.49 4,039.39 2,390.13

Liabilities
Non-current liabilities
Financial liabilities
(i) Borrowings 16.1 8,499.08 5,698.10 3,322.71 2,467.50
(ii) Lease liabilities 16.2 77.33 1.38 4.43 5.31
Provisions 17 385.57 287.49 307.60 349.88
Deferred tax liability (net) 23 452.52 83.83 76.27 188.67
Other non-current liabilities 18 408.71 419.28 526.95 253.22
Total non-current liabilities 9,823.21 6,490.08 4,237.96 3,264.58

Current liabilities
Financial liabilities
(i) Borrowings 19.1 5,601.37 1,937.32 1,210.26 984.43
(ii) Lease liabilities 19.2 14.57 3.06 2.65 2.52
(iii) Trade payables 19.3
(a) Total outstanding dues of micro enterprises and small enterprises 108.95 142.52 207.34 83.38
(b) Total outstanding dues of creditors other than micro enterprises and small 4,906.70 3,836.63 2,492.08 1,539.48
enterprises
(iv) Other financial liabilities 19.4 1,123.19 1,689.72 339.06 380.43
Other current liabilities 20 2,209.44 2,759.82 877.66 1,108.08
Provisions 21 8.00 5.24 8.54 4.48
Current tax liabilities (net) 22 56.79 - - 11.18
Total current liabilities 14,029.01 10,374.31 5,137.59 4,113.98

Total liabilities 23,852.22 16,864.39 9,375.55 7,378.56

Total equity and liabilities 29,387.32 21,106.88 13,414.94 9,768.69

The accompanying notes are an integral part of the restated consolidated financial information

In terms of our report attached

For Deloitte Haskins & Sells For and on behalf of the Board of Directors of
Chartered Accountants Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
ICAI Firm Registration Number: 008072S

Ajay Jhawar Surenderpal Singh Saluja Chiranjeev Singh Saluja

Partner Chairman & Whole Time Director Managing Director
Membership Number:223888 DIN: 00664597 DIN: 00664638

Ravella Sreenivasa Rao Nand Kishore Khandelwal

Company Secretary Chief Financial Officer
Membership Number: A17755 Membership Number: 074967

Place: Hyderabad Place: Hyderabad

Date: March 14, 2024 Date: March 14, 2024

288
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Restated Consolidated Statement of Profit and Loss
(All amounts in ₹ million, unless otherwise stated)

For the period ended For the year ended For the year ended For the year ended
Particulars Note
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021

Income
Revenue from operations 24 20,172.06 14,285.34 7,428.71 7,014.58
Other income 25 155.56 346.78 241.62 347.77
Total income 20,327.62 14,632.12 7,670.33 7,362.35

Expenses
Cost of materials consumed 26 15,660.27 11,105.19 3,987.20 4,768.23
Purchases of stock-in-trade 1,291.44 1,568.23 2,281.31 519.68
Changes in inventories of finished goods and work-in-progress 27 (1,867.17) (934.07) (397.93) (80.83)
Contract execution expense 28 408.57 246.09 316.12 576.92
Employee benefits expense 29 401.69 448.09 246.38 196.73
Finance costs 30 759.93 686.27 430.03 216.56
Depreciation and amortisation expenses 31 590.46 532.33 276.01 116.41
Other expenses 32 1,344.25 1,069.78 699.87 496.96
Total expenses 18,589.44 14,721.91 7,838.99 6,810.66

Restated Profit / (Loss) before tax and share of profit of associates 1,738.18 (89.79) (168.66) 551.69

Share of profit of associates 9.87 12.19 11.75 6.50

Restated Profit / (Loss) before tax 1,748.05 (77.60) (156.91) 558.19

Tax expense: 23
Current tax 173.43 39.95 95.04 179.65
Deferred tax charge / (credit) 300.60 15.81 (107.87) 120.47
Total tax expense 474.03 55.76 (12.83) 300.12

Restated Profit / (Loss) for the period / year 1,274.02 (133.36) (144.08) 258.07

Other Comprehensive Income / (Loss) 33

(i) Items that will not be reclassified subsequently to profit or loss
Re-measurement of gain/ (loss) on defined benefit plans (3.41) 1.88 (0.16) 4.55
(ii) Income tax relating to items that will not be reclassified to profit or loss 0.74 (0.44) 0.04 (1.15)
(iii) Items that will be reclassified subsequently to profit or loss
Gain/ (loss) on fair value of investment carried at fair value through other 7.39 - - (3.85)
comprehensive income
(iv) Income tax relating to items that will be reclassified to profit or loss (1.86) - - -
Restated Other Comprehensive Income / (Loss) for the period/year 2.86 1.44 (0.12) (0.45)

Restated Total Comprehensive Income/ (Loss) for the period / year 1,276.88 (131.92) (144.20) 257.62

Restated Profit/ (Loss) for the period/ year attributable to:

Owners of the company 1,274.02 (128.05) (143.60) 234.79
Non-controlling interests - (5.31) (0.48) 23.28
1,274.02 (133.36) (144.08) 258.07

Restated Other Comprehensive Income / (Loss) attributable to

Owners of the company 2.86 1.44 (0.12) (0.45)
2.86 1.44 (0.12) (0.45)

Restated Total Comprehensive Income / (Loss) attributable to

Owners of the company 1,276.88 (126.61) (143.72) 234.34
Non-controlling interests - (5.31) (0.48) 23.28
1,276.88 (131.92) (144.20) 257.62

Restated earnings / (Loss) per Equity Share (Face value of ₹ 1/- each) 35
- Basic (in ₹) 4.84 (0.48) (0.56) 0.94
- Diluted (in ₹) 3.62 (0.48) (0.56) 0.94

The accompanying notes are an integral part of the restated consolidated financial information

In terms of our report attached

For Deloitte Haskins & Sells For and on behalf of the Board of Directors of
Chartered Accountants Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
ICAI Firm Registration Number: 008072S

Ajay Jhawar Surenderpal Singh Saluja Chiranjeev Singh Saluja

Partner Chairman & Whole Time Director Managing Director
Membership Number:223888 DIN: 00664597 DIN: 00664638

Ravella Sreenivasa Rao Nand Kishore Khandelwal

Company Secretary Chief Financial Officer
Membership Number: A17755 Membership Number: 074967

Place: Hyderabad Place: Hyderabad

Date: March 14, 2024 Date: March 14, 2024

289
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Restated Consolidated Statement of Changes in Equity
(All amounts in ₹ million, unless otherwise stated)

A. Share capital

Equity Share Capital

Number of
Particulars Amount
shares

Equity shares of ₹ 1 each issued, subscribed and fully paid

As at April 1, 2020 24,87,83,880 248.78
Issuance of share capital during the year (Refer note 13) 7,25,000 0.73
As at March 31, 2021 24,95,08,880 249.51
Issuance of share capital during the year (Refer note 13) 1,39,49,454 13.95
As at March 31, 2022 26,34,58,334 263.46
Changes during the year - -
As at March 31, 2023 26,34,58,334 263.46
Changes during the period - -
As at December 31, 2023 26,34,58,334 263.46

B. Instruments entirely equity in nature

Compulsorily convertible debentures

Number of
Particulars Amount
debentures
As at March 31, 2021 - -
Issuance of Compulsorily convertible debentures during the year (Refer note 14) 1,76,00,000 1,698.74
As at March 31, 2022 1,76,00,000 1,698.74
Changes during the year - -
As at March 31, 2023 1,76,00,000 1,698.74
Changes during the period - -
As at December 31, 2023 1,76,00,000 1,698.74

C. Other equity
Other comprehensive income/ (loss) for the
Particulars Reserves and Surplus
period/ year
Change in fair value of Re-measurement Total other Non controlling
Share equity interest
Retained Securities Capital Treasury investment carried at fair gains /(losses) on
based
earnings premium reserve shares value through other defined benefit
payment
comprehensive income plans
Balance as at April 1, 2020 1,874.64 136.80 41.41 - - (0.47) 0.45 2,052.83 393.39
Restated Profit for the year 234.79 - - - - - - 234.79 23.28
Movement on account of disposal of interest in subsidiaries - - (29.04) - - (29.04) (247.22)
Premium received on issue of equity shares (Refer note 15(i)) - 13.78 - - - - - 13.78 -
Impact of demerger (Refer note 42.2) (299.13) - - - - - - (299.13)
Restated Other comprehensive (loss)/income for the year - - - - - (3.85) 3.40 (0.45) -
Share issue expense (1.61) - - - - - - (1.61) -
Balance as at March 31, 2021 1,808.69 150.58 12.37 - - (4.32) 3.85 1,971.17 169.45
Restated Loss for the year (143.60) - - - - - - (143.60) (0.48)
Employee stock option expenses (Refer note 37) - - - 2.47 - - - 2.47 -
Premium received on issue of equity shares (Refer note 15(i)) - 265.15 - - - - - 265.15 -
Utilized towards issue expenses of shares and debentures (1.16) - - - - - - (1.16) -
Restated Other comprehensive loss for the year - - - - - - (0.12) (0.12) -
Deletion on account step acquisition - - - - - - - (169.45)
Movement on account of acquisition of interest in subsidiaries - - - - - - - - 93.63
Purchase of shares of ESOP trust - - - - (109.87) - - (109.87) -
Balance as at March 31, 2022 1,663.93 415.73 12.37 2.47 (109.87) (4.32) 3.73 1,984.04 93.15
Restated Loss for the year (128.05) - - - - - - (128.05) (5.31)
Movement during the year (Refer note 15 (iii)) - - 280.02 - - - - 280.02
Movement on account of acquisition of interest in subsidiaries - - - - - - - - 42.50
Employee stock option expenses (Refer note 37) - - - 12.50 - - - 12.50 -
Restated Other comprehensive gain for the year - - - - - - 1.44 1.44 -
Balance as at March 31, 2023 1,535.88 415.73 292.39 14.97 (109.87) (4.32) 5.17 2,149.95 130.34
Restated Profit for the period 1,274.02 - - - - - - 1,274.02 -
Employee stock option expenses (Refer note 37) - - - 15.73 - - - 15.73 -
Restated Other comprehensive income/ (loss) for the period - - - - - 5.53 (2.67) 2.86 -
Balance as at December 31, 2023 2,809.90 415.73 292.39 30.70 (109.87) 1.21 2.50 3,442.56 130.34

The accompanying notes are an integral part of the restated consolidated financial information

In terms of our report attached

For Deloitte Haskins & Sells For and on behalf of the Board of Directors of
Chartered Accountants Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
ICAI Firm Registration Number: 008072S

Ajay Jhawar Surenderpal Singh Saluja Chiranjeev Singh Saluja

Partner Chairman & Whole Time Director Managing Director
Membership Number:223888 DIN: 00664597 DIN: 00664638

Ravella Sreenivasa Rao Nand Kishore Khandelwal

Company Secretary Chief Financial Officer
Membership Number: A17755 Membership Number: 074967

Place: Hyderabad Place: Hyderabad

Date: March 14, 2024 Date: March 14, 2024

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Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Restated Consolidated Statement of Cash Flows
(All amounts in ₹ million, unless otherwise stated)

For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Cash flow from operating activities
Profit / (Loss) before tax as per Restated Statement of Profit and Loss 1,748.05 (77.60) (156.91) 558.19
Adjustments for
Share of profit of associates (9.87) (12.19) (11.75) (6.50)
Depreciation and amortization expense 590.46 532.33 276.01 116.41
Loss/ (Profit) on sale of property, plant and equipment 0.14 (6.59) (0.67) (30.79)
Profit on sale of investment (2.93) (14.61) (9.18) (5.59)
Provision for doubtful debts 66.38 53.36 36.19 22.80
Provision for Corporate social responsibility expense 2.85 - - -
Income from government grant (20.78) (27.65) (9.21) -
Liabilities / Provisions no longer required written back (3.69) (41.40) (18.19) (3.03)
Provision for/ (write back of) warranty (net) 85.00 (24.98) (37.31) 54.60
Net (gain)/loss on foreign exchange fluctuations (unrealised) 19.01 (29.19) (6.45) (25.20)
Finance costs 527.91 622.04 415.68 216.56
Unwinding of discount on retention money 16.49 17.09 14.47 -
Net gain on Financial assets measured at FVTPL (unrealised) - (9.94) (6.27) -
Dividend income (1.07) - (4.27) (21.43)
Interest income (104.60) (120.14) (92.22) (36.47)
Share based payment expense 15.73 12.50 2.47 -
Provision for impairment of investments - 2.33 - -
Bad debts written off 7.05 2.36 32.30 -
Rental income (0.87) (0.88) (0.88) (0.34)
Gain on early termination of lease (0.25) - - -
Operating cash profit before working capital changes 2,935.01 876.84 423.81 839.21
Changes in working capital:
(Increase) in inventories (1,667.07) (4,159.27) (1,542.87) (53.86)
(Increase)/ Decrease in trade receivables (1,996.63) 801.49 106.14 390.64
(Increase)/ Decrease in financial assets and other assets (117.88) (184.61) 407.37 547.77
Increase/ (Decrease) in trade payables 1,018.35 1,351.75 1,060.55 580.86
Increase/(Decrease) in financial liabilities and other current liabilities (482.86) 1,780.55 (285.42) 193.15
Increase/ (Decrease) in provisions 12.41 3.45 (0.91) 8.82
Cash (used in) / generated from operations (298.67) 470.20 168.67 2,506.59
Income tax paid (95.91) (103.35) (119.03) (137.81)
Net cash flow (used in) / generated from operating activities (A) (394.58) 366.85 49.64 2,368.78

Cash flow from investing activities

Purchases of property, plant and equipment, including intangible assets, capital work-in-progress and (3,544.14) (2,760.42) (1,987.30) (3,244.83)
capital advances
Proceeds from sale of property, plant and equipment 1.12 27.59 153.42 48.18
Bank deposits (placed)/matured, net (665.60) 67.94 132.41 (393.06)
Movement in other bank balances (434.85) (493.21) (146.16) -
Dividend income 1.07 - 4.27 21.43
Loans (given)/ repaid , net - (18.56) - -
Investments in equity instruments - - (0.53) -
Interest received 67.86 142.98 83.17 34.00
Investment in mutual funds (1,562.47) (507.63) (1,837.72) -
Proceeds from sale of mutual funds 2,082.98 491.35 1,379.93 6.00
Proceeds from sale of investments in equity instruments - 10.33 38.32 -
Rental income 0.87 0.88 0.88 0.34
Net cash flow used in investing activities (B) (4,053.16) (3,038.75) (2,179.31) (3,527.94)

Cash flow from financing activities

Proceeds from issue of Equity Shares - - 15.68 14.50
Proceeds from issue of instruments entirely equity in nature - 1,760.00 -
Share issue expenses - - (61.26) -
Proceeds from issue of Compulsory convertible debentures - 318.50 - -
Capital infused by Non controlling interest holders - 42.50 93.63 -
Proceeds from Long-term borrowings 3,485.51 2,024.35 971.86 -
Repayment of Long-term borrowings (314.79) (82.24) (116.66) -
Proceeds from Short-term borrowings (net) 3,294.31 841.84 225.83 1,298.62
Interest paid (491.29) (625.23) (418.35) (219.21)
Proceeds from Government Grant - - 318.45 -
Payment of lease liabilities (7.93) (3.11) (3.06) (2.52)
Net cash flow from financing activities (C) 5,965.81 2,516.61 2,786.12 1,091.39

Net increase / (decrease) in cash and cash equivalents (A+B+C) 1,518.07 (155.29) 656.45 (67.77)
Cash and cash equivalents at the beginning of the year 645.70 800.99 144.54 212.31
Cash and cash equivalents at the end of the period/year (Refer Note 1 below) 2,163.77 645.70 800.99 144.54

Notes:
1. Component of cash and cash equivalents

For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Cash on hand 0.11 0.17 0.29 0.65
Balance with banks
In current accounts 1,408.66 645.53 800.70 143.89
Bank deposits with original maturity of less than 3 months 755.00 - - -
Total cash and cash equivalents 2,163.77 645.70 800.99 144.54

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Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Restated Consolidated Statement of Cash Flows
(All amounts in ₹ million, unless otherwise stated)

2. Changes in liabilities arising from financing activities

Particulars Borrowings Lease liabilities Total
Balance as on April 1, 2020 2,153.31 9.44 2,162.75
Cash flows (net) 1,298.62 (2.52) 1,296.10
Interest expense - 0.91 0.91
Closing balance as on March 31, 2021 3,451.93 7.83 3,459.76
Remeasurement of lease liabilities - 1.68 1.68
Cash flows (net) 1,081.04 (3.06) 1,077.98
Interest expense - 0.63 0.63
Closing balance as on March 31, 2022 4,532.97 7.08 4,540.05
Cash flows (net) 3,102.45 (3.11) 3,099.34
Interest expense - 0.47 0.47
Closing balance as on March 31, 2023 7,635.42 4.44 7,639.86
Additions to lease liability (Refer note 40) - 96.33 96.33
Cash flows (net) 6,465.03 (7.93) 6,457.10
Interest expense - 3.03 3.03
Early termination of lease - (3.97) (3.97)
Closing balance as on December 31, 2023 14,100.45 91.90 14,192.35

For Deloitte Haskins & Sells For and on behalf of the Board of Directors of
Chartered Accountants Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
ICAI Firm Registration Number: 008072S

Ajay Jhawar Surenderpal Singh Saluja Chiranjeev Singh Saluja

Partner Chairman & Whole Time Director Managing Director
Membership Number:223888 DIN: 00664597 DIN: 00664638

Ravella Sreenivasa Rao Nand Kishore Khandelwal

Company Secretary Chief Financial Officer
Membership Number: A17755 Membership Number: 074967

Place: Hyderabad Place: Hyderabad

Date: March 14, 2024 Date: March 14, 2024

292
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information

Notes to the Restated Consolidated Financial Information– Summary of Material accounting policies, key accounting estimates and judgements

1 Corporate information

Premier Energies Limited (the ‘Company’ / the 'Parent') is a public company domiciled in India and is incorporated under the provisions of the Companies Act
applicable in India. The registered office of the company is located at Plot No. 8/B/1 and 8/B/2, E-City, Raviryala Village, Maheshwaram Mandal, Rangareddy
District, Telangana - 501359. The Group is principally engaged in the business of manufacturing and trading of solar modules, solar cells, solar accessories, and
undertakes related construction/project related activities.

2 Material Accounting Policies

A Basis of preparation and statement of compliance

These restated consolidated financial information of the Group and its associates comprise of the Restated Consolidated Statement of Assets and Liabilities as at
December 31, 2023, March 31, 2023, March 31, 2022 and March 31, 2021, the Restated Consolidated Statements of Profit and Loss (including Other
Comprehensive Income), the Restated Consolidated Statements of Changes in Equity and the Restated Consolidated Statements of Cash Flows for the nine
month period ended December 31, 2023 and for the years ended March 31, 2023, March 31, 2022 and March 31, 2021 and the Summary of Material Accounting
Policies and explanatory notes (collectively, the ‘Restated Consolidated Financial Information’).

These Restated Consolidated Financial Information have been prepared by the Management of the Group for the purpose of inclusion in the Draft Red Herring
Prospectus (the “DRHP”) to be filed with the Securities and Exchange Board of India (“SEBI”), National Stock Exchange of India Limited and BSE Limited in
connection with its proposed Initial Public Offer of equity shares (“IPO”) prepared in terms of the requirements of:

(i) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended ("the Act");
(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended ( “ICDR Regulations”) ; and
(iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI) as amended ("the
Guidance Note”)

These Restated Consolidated Financial Information have been compiled from:

a) the audited Special Purpose Consolidated Interim Ind AS Financial Statements of the Group and its associates as at and for the nine month period ended
December 31, 2023 prepared in accordance with recognition and measurement principles of Indian Accounting Standard (Ind AS) 34 "Interim Financial Reporting",
specified under section 133 of the Act and other accounting principles generally accepted in India (the “Special Purpose Consolidated Interim Ind AS Financial
Statements”), which have been approved by the Board of Directors at their meeting held on March 14, 2024.

b) the audited Consolidated Ind AS Financial Statements of the Group and its associates as at and for the years ended March 31, 2023, March 31, 2022 and
March 31, 2021 prepared in accordance with the Ind AS specified under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015,
as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on September
29, 2023, December 22, 2022 and December 21, 2021 respectively.

The accounting policies have been consistently applied by the Group in preparation of the Restated Consolidated Financial Information and are consistent with
those adopted in the preparation of Special Purpose Consolidated Interim Ind AS Financial Statements.

The Restated Consolidated Financial Information:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the
financial year ended March 31, 2023, March 31, 2022 and March 31, 2021, to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed as at and for the nine month period ended December 31, 2023;

b) do not require any adjustment for modification as there is no modification in the underlying audit report. There is an item relating to emphasis of matter (refer
subsequent paragraph), which do not require any adjustment to the Restated Consolidated Financial Information;

The auditor’s report dated December 21, 2021 on the Consolidated Ind AS financial statements of the Group as at and for the year ended March 31, 2021 includes
the following emphasis of matter paragraph: (as refer note 29 to the Restated Consolidated Financial Information)

“We draw attention to Note 26 of the consolidated Ind AS financial statements wherein certain non-compliances with ESI and PF Acts have been reported with
respect to a subsidiary audited by other auditor. The auditors of such a subsidiary company have reported an Emphasis of Matter in this regard in their report of the
said subsidiary company.

Our opinion is not modified in respect of above matter.”

B Functional and presentation currency

All amounts have been presented in millions unless otherwise stated. Items included in the financial statements of the Group are measured using the currency of
the primary economic environment in which the Group operates (i.e. the “functional currency”). The Restated Consolidated Financial Information are presented in
Indian Rupee, the national currency of India, which is the functional currency of the Parent Company.

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Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information

C Principles of Consolidation
Subsidiary
The Restated Consolidated Financial Information comprise the financial statements of the Parent and its subsidiaries for the nine month period ended December
31, 2023 and for the years ended March 31, 2023, March 31, 2022 and March 31, 2021.

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns
through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
• Exposure, or rights, to variable returns from its involvement with the investee, and
• The ability to use its power over the investee to affect its returns.

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the
voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

• The contractual arrangement with the other vote holders of the investee
• Rights arising from other contractual arrangements
• The Group’s voting rights and potential voting rights

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control over the subsidiary. Any
gain/loss on acquisition or disposal of subsidiary are included in profit or loss from the date the Group gains control until the date when the Group ceases to control
the subsidiary.

The Group combines the restated financial statements of the parent and its subsidiary line by line adding together like items of assets, liabilities, equity, income
and expenses. Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.

Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Non-controlling interests that are present ownership interests and
entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-
controlling interests’ proportionate share of the recognised amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on a
transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another Ind AS.

Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group’s
interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by
which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners
of the Group.

When the Group loses control of a subsidiary, the gain or loss on disposal recognised in profit or loss is calculated as the difference between (i) the aggregate of
the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less
liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are
accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another
category of equity as required/permitted by applicable Ind ASs). The fair value of any investment retained in the former subsidiary at the date when control is lost is
regarded as the fair value on initial recognition for subsequent accounting under Ind AS 109 when applicable, or the cost of initial recognition of an investment in an
associate or a joint venture.

Associates:
Investment in entities in which there exists significant influence but not a controlling interest are accounted for under the equity method i.e. the investment is initially
recorded at cost, identifying any goodwill/capital reserve arising at the time of acquisition, as the case may be, which will be inherent in investment. The carrying
amount of the investment is adjusted thereafter for the post acquisition change in the share of net assets of the investee, adjusted where necessary to ensure
consistency with the accounting policies of the Group. The Restated Consolidated Statement of Profit and Loss includes the Group’s share of the results of the
operations of the investee.

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Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information

The Group has following investments in subsidiaries and associates:

Ownership Ownership
Country of Ownership interest Ownership interest
Name of the Company Relationship interest March 31, interest March
incorporation December 31, 2023 March 31, 2023
2022 31, 2021
Premier Energies Photovoltaic Private
India Subsidiary 100% 100% 100% 100%
Limited
Premier Solar Powertech Private Limited
India Subsidiary 100% 100% 100% 51%
(refer note i)
Premier Photovoltaic Gajwel Private
India Subsidiary 100% 100% 100% 100%
Limited
Premier Photovoltaic Zaheerabad
India Subsidiary 100% 100% 100% 100%
Private Limited

Premier Energies Global Environment

India Subsidiary 100% 100% 100% -
Private Limited (refer note ii)
Premier Energies International Private
India Subsidiary 74% 74% 74% -
Limited (refer note iii)
IBD Solar Powertech (Pvt). LTD (refer
Bangladesh Subsidiary 100% 100% 100% 100%
note iv)
Premier Energies Photovoltaic LLC
USA Subsidiary 100% 100% - -
(refer note v)
Mavyatho Ventures Private Limited India Associate 30% 30% 30% 30%
Brightstone developers Private Limited India Associate 28% 28% 28% 18%
Premier Lords Private Limited India Associate - - - 20%

i) During the year ended March 31, 2022, the company has entered into share swap transaction with Rama Moola to acquire 88,200 shares of Premier Solar
Powertech Private Limited (PSPT) in exchange of 76,77,120 shares of the Company.
ii) During the year ended March 31, 2022, the Company had incorporated a wholly-owned subsidiary, Premier Energies Global Environment Private Limited in
India.
iii) During the year ended March 31, 2022, the company has acquired 74% stake in Premier Energies International Private Limited. The company has utilized the
funds received through issue of Compulsory Convertible Debentures to South Asia Growth Fund II Holdings LLC.
iv) During the period ended December 31, 2023, the Parent has passed the resolution dated September 06, 2022 to discontinue the operations and voluntarily
windup the IBD Solar Powertech (Pvt). LTD by way of strike off of name from the Office of Registrar of Joint Stock Companies and Firms under the Companies
Act, 1994, Bangladesh. The application has been filed on October 10, 2023 and pending with relevant authorities for final order.
v) During the year ended March 31, 2023, the Company had incorporated a wholly-owned subsidiary, Premier Energies Photovoltaic LLC in USA. The subsidiary
has not started its operations as at December 31, 2023.

D Basis of Measurement
The Restated Consolidated Financial Information have been prepared on accrual and going concern basis under the historical cost convention except for certain
class of financial assets/ liabilities and share based payments that are measured at fair value as required by relevant Ind AS.

i) Certain financial assets and liabilities measured at fair value (refer accounting policy on financial instruments);
ii) Asset classified as held for sale

All assets and liabilities have been classified as current or non-current as per the Group’s operating cycle and other criteria set out in the Schedule III to the
Companies Act, 2013. Based on the nature of services and the time between the rendering of service and their realization in cash and cash equivalents, the Group
has ascertained its operating cycle as twelve months for the purpose of current and non-current classification of assets and liabilities:

An asset is treated as current when it is:

- Expected to be realised or intended to be sold or consumed in normal operating cycle;
- Held primarily for the purpose of trading;
- Expected to be realised within twelve months after the reporting period; or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

- It is expected to be settled in normal operating cycle;
- It is held primarily for the purpose of trading;
- It is due to be settled within twelve months after the reporting period; or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The group classifies all other liabilities as non-current.

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Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information

E Use of estimate
In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the
reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.

F Critical estimates and judgements

Information about critical judgments in applying accounting policies, as well as estimates and assumptions that have the most significant effect to the carrying
amounts of assets and liabilities within the next financial year, are included in the following notes:

i) Share-based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and
conditions of the grant. This estimation requires determination of the most appropriate inputs to the valuation model including the expected life of the share option,
volatility and dividend yield and making assumptions about them. The Black Scholes valuation model has been used by the Management for sharebased payment
transactions. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 37.

ii) Taxation
Deferred tax, subject to the consideration of prudence, is recognised on temporary differences between the taxable income and accounting income that originate in
one period and are capable of reversal in one or more subsequent periods. Deferred tax assets are recognised to the extent that there is reasonable certainty that
sufficient future tax income will be available against which such deferred tax assets can be realized.

iii) Defined employee benefit plans (Gratuity)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation
involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary
increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes
in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the
interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation. The mortality rate is based on publicly
available mortality tables for the specific countries. Those mortality tables tend to change only at interval in response to demographic changes. Future salary
increases and gratuity increases are based on expected future inflation rates for the respective countries.

iv) Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their
fair value is measured using valuation techniques including the Discounted Cash Flow (‘DCF’) model. The inputs to these models are taken from observable
markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs
such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

v) Depreciation on property, plant and equipment

Depreciation on property, plant and equipment is calculated on a straight-line basis using the rates arrived at based on the useful lives and residual values of all its
property, plant and equipment estimated by the management. The management believes that depreciation rates currently used fairly reflect its estimate of the
useful lives and residual values of property, plant and equipment, though these rates in certain cases are different from lives prescribed under Schedule II of the
Companies Act, 2013.

vi) Impairment of investments

The Group reviews its carrying value of investments annually, or more frequently when there is an indication for impairment. If the recoverable amount is less than
its carrying amount, the impairment loss is accounted for.

vii) Expected credit losses

The Group makes provision for doubtful receivables based on a provision matrix which takes into account historical credit loss experience and adjusted for forward
looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as per the provision matrix.

viii) Inventories
Inventories are stated at the lower of cost and net realisable value. In estimating the net realisable value of inventories, the Group makes an estimate of future
selling prices and costs necessary to make the sale.

3 Summary of material accounting policies

A Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred
measured at acquisition date fair value and the amount of any noncontrolling interests in the acquiree. For each business combination, the Group elects whether to
measure the noncontrolling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are
expensed as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition date fair values. For this purpose, the
liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition fair values irrespective of the fact that
outflow of resources embodying economic benefits is not probable.

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Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests,
and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the
aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and
reviews the procedures used to measure the amounts to be recognised at the acquisition date.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a
business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination,
irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be
impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount
of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for
goodwill is recognised in restated consolidated statement of profit and loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed
operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured
based on the relative values of the disposed operation and the portion of the cash generating unit retained.

If an item in the financial statements of a Group are treated differently pursuant to an Order made by the Court/Tribunal, as compared to the treatment required by
an Accounting Standard, the accounting treatment of a transaction as required under by the order of the court or tribunal (or other similar authority) overrides the
accounting treatment that would otherwise be required to be followed in respect of the transaction and it is mandatory for the Company concerned to follow the
treatment as per the order of the court/tribunal and accordingly, net gain/loss on transfer of assets pertaining demerged business of subsidiary was adjusted
against retained earnings of the Company and similar accounting treatment is considered by the Group for the purpose of consolidation.

B Foreign currency transactions and balances:

Transactions in foreign currencies are initially recorded by the Group at its functional currency spot rates at the date the transaction first qualifies for recognition.
However, for practical reasons, the group uses an average rate if the average approximates the actual rate at the date of the transaction.

Monetary assets and liabilities denominated in foreign currency are translated into the functional currency at the exchange rate at the reporting date. Non monetary
assets and liabilities that are measured at the fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value
was determined. Non monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated at the exchange rate at the
date of transaction.

C Fair value measurement:

The Group measures financial instruments, such as, derivatives at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

>> In the principal market for the asset or liability, or

>> In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that
market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and
best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the
use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the
financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value
measurement as a whole:

>> Level 1 : Quoted (unadjusted) market prices in active markets for identical assets or liabilities
>> Level 2 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
>> Level 3 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between
levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of
each reporting period.

In estimating the fair value of an asset or a liability, the Group uses market observable data to the extent it is available. Where level 1 inputs are not available, the
Group engages third party qualified valuers to perform the valuation. Any change in the fair value of each asset and liability is also compared with relevant external
sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the
asset or liability and the level of the fair value hierarchy as explained above.

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Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information

D Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets
Initial recognition and measurement
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are
attributable to the acquisition of the financial asset. However, trade receivables that do not contain a significant financing component are measured at transaction
price.

Subsequent measurement
For purposes of subsequent measurement, a ‘financial asset’ is measured at the amortised cost if both the following conditions are met:

(a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
(b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount
outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is
calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in
finance income in the profit or loss.

Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the
Group’s balance sheet) when:

(a) the rights to receive cash flows from the asset have expired, or
(b) the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material
delay to a third party under a ‘pass-through’ arrangement; and either

(i) the Group has transferred substantially all the risks and rewards of the asset, or
(ii) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it
has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred
control of the asset, the Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also
recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group
has retained.

Impairment of financial assets

In accordance with Ind AS 109, the Group applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial
assets and credit risk exposure:

(a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits and bank balances.
(b) Trade receivables that result from transactions that are within the scope of Ind AS 115.

The Group follows ‘simplified approach’ for recognition of impairment loss. The application of simplified approach does not require the Group to track changes in
credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. For recognition of
impairment loss on other financial assets and risk exposure, the Group determines that whether there has been a significant increase in the credit risk since initial
recognition.

If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is
used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition,
then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a
portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.

ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the entity expects to
receive (i.e., all cash shortfalls), discounted at the original effective interest rate. When estimating the cash flows, an entity is required to consider:

>> All contractual terms of the financial instrument (including prepayment, extension and similar options) over the expected life of the financial instrument.
However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the entity is required to use the remaining contractual
term of the financial instrument
>> Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms

As a practical expedient, the Group uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is
based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date,
the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

Investments in equity shares and preference shares of subsidiaries and associates

The group accounts for its investments in equity shares of subsidiaries and associates at cost less accumulated impairment losses (if any) in its consolidated
financial statements. Investment in preference shares of subsidiaries, associates and joint ventures are also accounted at cost less accumulated impairment
losses if the issuer classifies these instruments as equity instruments.

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Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information

Investments in other entities

All Other investments are measured at fair value, with value changes recognised in statement of consolidated profit and loss, except for those investments for
which the group has elected to present the value changes in "other comprehensive income". However, dividend on such equity investments are recognised in
Restated Consolidated Statement of Profit and Loss when the group's right to receive payment is established.

Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss (“FVTPL”), loans and borrowings, payables, or as
derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts and derivative
financial instruments.

Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the
criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI.
These gains/ loss are not subsequently transferred to Statement of Profit or Loss. However, the Group may transfer the cumulative gain or loss within equity. All
other changes in fair value of such liability are recognised in the Restated Consolidated Statement of Profit and Loss. The Group has not designated any financial
liability as at fair value through profit and loss.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are
recognised in Restated Consolidated Statement of Profit and Loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included as finance costs in the Restated Consolidated Statement of Profit and Loss.

The Group enters into arrangements whereby banks and financial institutions make direct payments to suppliers for raw materials and project materials. The banks
and financial institutions are subsequently repaid by the Group at a later date providing working capital timing benefits. These are normally settled within twelve
months. The economic substance of the transaction is determined to be financing in nature and these are recognised as current borrowings. Interest expense on
these are recognised in the finance cost. Payments made by banks and financial institutions to the suppliers is treated as a borrowings and settlement of dues to
suppliers by the Group is treated as an operating cash outflow reflecting the substance of the payment. Previous year numbers have been reclassified as
necessary.

Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. An exchange between with a lender of debt
instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability.

Similarly, a substantial modification of the terms of an existing financial liability is accounted for as an extinguishment of the original financial liability and the
recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is
recognised in the Restated Consolidated Statement of Profit and Loss.

Reclassification of financial assets

The Group determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets
which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the
business model for managing those assets. Changes to the business model are expected to be infrequent. The Group’s senior management determines change in
the business model as a result of external or internal changes which are significant to the Group’s operations. Such changes are evident to external parties. A
change in the business model occurs when the Group either begins or ceases to perform an activity that is significant to its operations. If the Group reclassifies
financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the
change in business model. The Group does not restate any previously recognised gains, losses (including impairment gains or losses) or interest.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet if there is a currently enforceable legal right to offset the
recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

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Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information

Derivative instruments
The Group uses derivative financial instruments, such as forward currency contracts to hedge its foreign currency risks. Such derivative financial instruments are
initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as
financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value
of derivatives are taken directly to Restated Consolidated Statement of Profit and Loss.

Changes in the fair value of derivative contracts that economically hedge monetary assets and liabilities in foreign currencies, and for which no hedge accounting is
applied, are recognised in the Restated Consolidated Statement of Profit and Loss. The changes in fair value of such derivative contracts, as well as the foreign
exchange gains and losses relating to the monetary items, are recognised in the Restated Consolidated Statement of Profit and Loss.

E Property, plant and equipment

i) Recognition and measurement
Items of property, plant and equipment and investment property are measured at cost which includes capitalised borrowing cost less accumulated depreciation and
accumulated impairment losses if any, except for freehold land which is carried at historical cost.
Cost of an item of property, plant and equipment comprises its purchase price, including import duties and non-refundable purchase taxes, after deducting trade
discounts and rebates, any directly attributable cost of bringing the item to its working condition for its intended use and estimated costs of dismantling and
removing the item and restoring the site on which it is located.

ii) Subsequent expenditure

Subsequent expenditure relating to property, plant and equipment is capitalized only when it is probable that future economic benefits associated with the
expenditure will flow to the group and the cost of the item can be measured reliably. All other expenses on existing fixed assets, including day-to-day repair and
maintenance expenditure and cost of replacing parts, are charged to the Restated Consolidated Statement of Profit and Loss for the period during which such
expenses are incurred.

iii) Depreciation
a) Assets such as freehold land are not depreciated.
b) Other property, plant and equipment are stated at cost less accumulated depreciation and any provision for impairment. Depreciation commences when the
assets are ready for their intended use. Depreciation is calculated on the depreciable amount, which is the cost of an asset less its residual value using the straight
line method and recognised in Restated Consolidated Statement of Profit and Loss. Depreciation is provided at rates calculated to write off the cost, less estimated
residual value, of each asset on a straight line basis over its expected useful life. The useful life of the items of Property, plant and
equipment estimated by the management for the current and comparative period are in line with the useful life as per Schedule II of the Companies Act, 2013.

Depreciation methods, useful lives and residual values are reviewed at each financial year end and changes in estimates, if any, are accounted for prospectively.

iv) Gain and loss on disposal of item of PPE

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of
property, plant and equipment, and are recognized net within other income/other expenses in Restated Consolidated Statement of Profit and Loss. An item of
property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its
use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of
the asset) is included in the Restated Consolidated Statement of Profit and Loss, when the asset is derecognised.

v) Residual values
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively,
if appropriate.

F Investment Property
Investment properties held to earn rentals or for capital appreciation or both are stated in the Restated consolidated balance sheet at cost, less any subsequent
accumulated depreciation and subsequent accumulated impairment losses. Subsequent expenditure on major maintenance or repairs includes the cost of the
replacement of parts of assets. Where an asset or part of an asset is replaced and it is probable that future economic benefits associated with the item will be
available to the Group, the expenditure is capitalised and the carrying amount of the item replaced is derecognised. All other repairs and maintenance costs are
recognised in the Restated Consolidated Statement of Profit and Loss.

Depreciation is charged on a straight line basis over their estimated useful lives. Any gain or loss on disposal of investment property is determined as the
difference between net disposal proceeds and the carrying amount of the property and is recognised in the Restated Consolidated Statement of Profit and Loss.
Transfer to, or from, investment property is at the carrying amount of the property.

G Intangible assets
i) Recognition and measurement
Costs relating to software, which is acquired, are capitalised and amortised on a straight-line basis over their estimated useful lives in line with Companies Act,
2013.

ii) Subsequent expenditure

Subsequent expenditure is capitalized only when it increases future economic benefits embodied in the specific asset to which it relates. All other expenditure are
charged to the Restated Consolidated Statement of Profit and Loss for the period during which such expenses are incurred.

iii) Useful life and residual values are reviewed at the end of each financial year.

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Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information

H Inventories
Inventories are valued at lower of cost and net realizable value. Raw Materials and other items held for use in the production of inventories are not written down
below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. Cost includes cost of purchase and other costs
incurred in bringing the inventories to their present location and condition.

Finished goods includes cost of direct materials and labour and a proportion of manufacturing overheads based on the normal operating capacity, but excluding
borrowing costs.

Work-in-progress and finished goods are valued at lower of cost and net realizable value. Cost includes direct materials and labour and a proportion of
manufacturing overheads based on normal operating capacity. Cost of finished goods includes excise duty.

Stores and spares are valued at the lower of cost and net realisable value.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make
the sale.

I Impairment of non-financial assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment
testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating
unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken
into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted
share prices for publicly traded companies or other available fair value indicators.

Impairment losses, including impairment on inventories, are recognised in the Restated Consolidated Statement of Profit and Loss. An assessment is made at
each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication
exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the
assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount
of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment
loss been recognised for the asset in prior periods/ years. Such reversal is recognised in the Restated Consolidated Statement of Profit and Loss unless the asset
is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.

J Employee benefits
i) Short term employee benefits
Employee benefits payable wholly within twelve months of receiving services are classified as short-term employee benefits. These benefits include salary and
wages, bonus and ex-gratia. The undiscounted amount of short-term employee benefits to be paid in exchange for employee services is recognized as an expense
as the related service is rendered by the employees.

ii) Defined contribution plans

A defined contribution plan is post-employment benefit plan under which an entity pays specified contributions to separate entity and has no obligation to pay any
further amounts. The group makes specified obligations towards employee provident fund and employee state insurance to Government administered provident
fund scheme and ESI scheme which is a defined contribution plan. The group’s contributions are recognised as an expense in the Restated Consolidated
Statement of Profit and Loss during the period in which the employee renders the related service.

iii) Defined benefit plans

The group’s gratuity benefit scheme is a defined benefit plan. The group’s net obligation in respect of a defined benefit plan is calculated by estimating the amount
of future benefit that employees have earned and returned for services in the current and prior periods; that benefit is discounted to determine its present value.
The calculation of group’s obligation under the plan is performed periodically by a qualified actuary using the projected unit credit method.

The discount rates used for determining the present value of the obligation under defined benefit plan are based on the market yields on Government Securities as
at the consolidated Balance Sheet date. The group’s gratuity scheme is administered by Life Insurance Corporation of India.

When the benefits of the plan are changed or when a plan is curtailed, the resulting change in the benefit that related to past service (‘past service cost’ or ‘past
service gain’) or the gain or loss on curtailment is recognized immediately Restated Consolidated Statement of Profit and Loss. The group recognises gains or
losses on the settlement of a defined benefit plan when the settlement occurs.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit
liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the Balance
Sheet with a corresponding debit or credit to retained earnings through Other comprehensive income (“OCI”) in the period in which they occur. Remeasurements
are not reclassified to Restated Consolidated Statement of Profit and Loss in subsequent periods.

iv) Compensated absences

The employees can carry-forward a portion of the unutilized accrued compensated absences and utilize in future service periods or receive cash compensation on
termination of employment. Since the employee has unconditional right to avail the leave, the benefit is classified as a short term employee benefit. The Group
records an obligation for such compensated absences in the period in which the employee renders the services that increase this entitlement. The obligation is
measured on the basis of independent actuarial valuation using the projected unit credit method.

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Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information

K Provisions, Contingent Liabilities, Contingent Assets and Commitments

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects
some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the
reimbursement is virtually certain. The expense relating to a provision is presented in the Restated Consolidated Statement of Profit and Loss net of any
reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the
liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost

Contingent liabilities are disclosed in respect of possible obligations that arise from past events, but their existence is confirmed by the occurrence or non-
occurrence of one or more uncertain future events not wholly within the control of the Group.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of the entity. Contingent assets are not recognised till the realization of the income is virtually certain.

Warranty

Provision is estimated for expected warranty claim in respect of products sold during the year based on past experience regarding defective claim of products and
cost of rectification or replacement. It is expected that most of this cost will be incurred over next 12 months which is as per warranty terms.

L Share based payments

Employees of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments.

Equity settled transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using Black Scholes valuation model.

That cost is recognised, together with a corresponding increase in share-based payment reserves in equity, over the period in which the performance and/or
service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the
vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest.
The statement of profit and loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that
period and is recognised in employee benefits expense.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the
conditions being met is assessed as part of the Company’s best estimate of the number of equity instruments that will ultimately vest. Market performance
conditions are reflected within the grant date fair value.

M Cash and cash equivalents

Cash and cash equivalents in the consolidated restated Balance Sheet comprise cash at banks and on hand and short-term deposits with an original maturity of
three months or less, which are subject to an insignificant risk of changes in value.

N Cash flow statement

Consolidated cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature and
any deferrals or accruals of past or future cash receipts or payments. The consolidated cash flows from operating, investing and financing activities of the Group
are segregated..

Certain arrangements entered with financiers have been classified as borrowings by the Group. The Group presents cash outflows to settle the liability arising from
financing activities in its statement of cash flows.

O Revenue Recognition
Revenue from contracts with customers is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be
reliably measured, regardless of when the payment is being made. When a performance obligation is satisfied, the revenue is measured at the transaction price
which is consideration received or receivable, net of returns and allowances, trade discounts and volume rebates after taking into account contractually defined
terms of payment and excluding taxes or duties collected on behalf of the government.

When another party is involved in providing goods or services to a customer, the group determines whether the nature of its promise is a performance obligation to
provide the specified goods or services itself (i.e., the group is a principal) or to arrange for the other party to provide those goods or services (i.e., the group is an
agent). When the group considers itself as a principal and satisfies its performance obligation in a given arrangement, the group recognises revenue in the gross
amount of consideration to which it expects to be entitled in exchange for those goods or services transferred. When the group considers itself as an agent and
satisfies its performance obligation in a given arrangement, the group recognises revenue in the amount of any fee or commission to which it expects to be entitled
in exchange for arranging for the other party to provide its goods or services. The group’s fee or commission is the net amount of consideration that the group
retains after paying the other party the consideration received in exchange for the goods or services to be provided by that party.

The Group derives revenues primarily from sale of solar modules, solar cells, solar accessories and Construction/project related activity.

The following is summary of material accounting policies relating to revenue recognition:

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Notes to Restated Consolidated Financial Information

Revenue from sale of goods

The Group recognises revenue for supply of goods to customers against orders received. The majority of contracts that Group enters into relate to sales orders
containing single performance obligations for the delivery of solar modules, solar cells, solar accessories and silicon wafers as per Ind AS 115. Product revenue is
recognised when control of the goods is passed to the customer. The point at which control passes is determined based on the terms and conditions by each
customer arrangement

Revenue from sale of power is recognised net of cash discount, rebate, etc. when the power is supplied as it best depicts the value to the customer and complete
satisfaction of performance obligation.

Revenue from construction/project related activity

Contract revenue is recognised over time to the extent of performance obligation satisfied and control is transferred to the customer. Contract revenue is
recognised at allocable transaction price which represents the amount of consideration to which the group expects to be entitled in exchange for transferring good
or service to a customer excluding amounts collected on behalf of a third party and is adjusted for variable considerations.

Contract balances

(i) Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or the amount is due) from the
customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is
made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract.

(ii) Trade receivables

A receivable represents the group's right to an amount of consideration that is unconditional (i .e., only the passage of time is required before payment of the
consideration is due). However, trade receivables that do not contain a significant financing component are measured at transaction price.

(ii) Contract assets

A contract asset is the right to consideration in exchange for goods or services transferred to customer. If the group performs by transferring goods or services to a
customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional.

Interest income
For all debt financial instruments measured either at amortised cost or at fair value through other comprehensive income, interest income is recorded using the
effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument
or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability. Interest income is included
in other income in the Restated Consolidated Statement of Profit and Loss.

Dividends
Revenue is recognised when the Group’s right to receive the payment is established, which is generally when shareholders approve the dividend.

P Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with.

Government grants relating to income are deferred and recognised in the profit or loss over the period necessary to match them with the costs that they intend to
compensate and are presented as other income.

Government grants relating to assets which is received subsequent to purchase of asset is treated as deferred income under non-current liabilities and credited to
statement of profit or loss on straight-line basis over the expected remaining useful life of the related assets under other income. Grants received in the form of
rebate or exemptions or deferment of certain duties at time of purchase of asset is presented as a reduction to the carrying amount of the related asset. In case of
non-monetary grant, the fair value of the non-monetary asset is assessed and both grant and asset are accounted for at that fair value.

Export incentives under various schemes are recognized as income when the right to receive such entitlements/ credit as per the terms of the respective schemes
is established and where there is no significant uncertainty regarding the ultimate collection of the relevant export proceeds.

Q Leases
The Group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgment. A
contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The
determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is,
or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or
assets, even if that right is not explicitly specified in an arrangement.

Group as a lessee
The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control
the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified
asset, the Group assesses whether: (i) the contract involves the use of an identified asset (ii) the Group has substantially all of the economic benefits from use of
the asset through the period of the lease and (iii) the Group has the right to direct the use of the asset. The Group uses significant judgement in assessing the
lease term (including anticipated renewals) and the applicable discount rate. The determination of whether an arrangement is (or contains) a lease is based on the
substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a
specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

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Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information

At the date of commencement of the lease, the Group recognizes a right-of-use asset(“ROU”) and a corresponding lease liability for all lease arrangements in
which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the
Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to
the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation
and impairment losses.

Right-of-use (ROU) assets are amortised from the commencement date on a straight-line basis over the lease term and useful life of the underlying asset. The
lease liability is initially measured at amortised cost at the present value of the future lease payments. The lease payments are discounted using the interest rate
implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured
with a corresponding adjustment to the related right of use asset if the Group changes its assessment if whether it will exercise an extension or a termination
option.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

Group as a lessor
Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income from
operating lease is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease
are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income.

Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the Group to the lessee. Amounts due from
lessees under finance leases are recorded as receivables at the Group’s net investment in the leases. Finance lease income is allocated to accounting periods so
as to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.

R Income tax

Current tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws
used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Group operates and generates
taxable income. Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income
(“OCI”) or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically
evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provision
where appropriate.

Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax
bases used in the computation of taxable profit under Income-tax Act, 1961.

Deferred tax liabilities are recognised for all taxable temporary differences.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets
are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of
unused tax credits and unused tax losses can be utilized. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax
assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax
asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on
tax rates and tax laws that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax
items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the
deferred taxes relate to the same taxable entity and the same taxation authority.

S Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its
intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs
consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent
regarded as an adjustment to the borrowing costs.

T Treasury shares
The Group has created an Employee Welfare Trust – PEL ESOP Trust ("Trust") for implementation of the schemes that are notified or may be notified from time to
time by the Parent under the plan, providing share based payment to its employees. The Trust purchases shares of the Parent out of funds borrowed from the
Parent. The Parent treats the Trust as its extension and shares held by the Trust are treated as treasury shares. Own equity instruments (treasury shares) are
recognised at cost and deducted from equity. Profit on sale of treasury shares by the Trust is recognised in Share based payment reserve.

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Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information

U Earnings per share

(i) Basic earnings per share
Basic Earnings Per Share ('EPS') is computed by dividing the net profit attributable to the equity shareholders by the weighted average number of equity shares
outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for treasury shares.
(ii) Diluted earnings per share
Diluted earnings per share is computed by dividing the net profit by the weighted average number of equity shares considered for deriving basic earnings per share
and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. Dilutive potential equity
shares are deemed converted as of the beginning of the year, unless issued at a later date. In computing diluted earnings per share, only potential equity shares
that are dilutive and that either reduces earnings per share or increases loss per share are included.

V Non-current assets held for sale

Non-Current assets are classified as held for sale if their carrying amount will be recovered principally through continuous use and sale is considered highly
probable. They are measured at the lower of the carrying amount and fair value less cost to sell. Non-Current assets are not depreciated or amortised while they
are classified as held for sale. Non-Current assets classified as held for sale are presented separately from other assets in the balance sheet as net of liabilities of
a disposal group classified as held for sale.

W Recent pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as
issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian
Accounting Standards) Amendment Rules, 2023, applicable from April 1, 2023, as below:

Ind AS 12 – Income Taxes

The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed
the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial
recognition, give rise to equal taxable and deductible temporary differences. The Group has evaluated and the amendment and there is no impact on its financial
statements.

Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors

The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has
been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are
subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way
that involves measurement uncertainty. The Group does not expect this amendment to have any significant impact in its financial statements.

305
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

4.1 Property, plant and equipment

Total Property,
Plant and Furniture and Office
Particulars Freehold land Buildings Vehicles Computer Plant & Equipment
equipment fixtures Equipments
Gross carrying value
As at April 1, 2020 687.77 84.03 704.58 18.08 47.19 16.37 0.98 1,559.00
Additions 28.57 500.17 2,572.36 11.21 6.46 5.90 0.15 3,124.82
Disposals (25.87) (15.60) (56.79) (4.40) (1.35) - - (104.01)
As at March 31, 2021 690.47 568.60 3,220.15 24.89 52.30 22.27 1.13 4,579.81
Additions 31.81 221.25 527.43 10.02 2.10 6.34 11.09 810.04
Disposals - (17.44) (1.14) (1.31) (11.87) (3.93) - (35.69)
As at March 31, 2022 722.28 772.41 3,746.44 33.60 42.53 24.68 12.22 5,354.16
Additions 426.98 2.03 1,206.81 7.21 5.21 2.76 0.06 1,651.06
Disposals - - (13.40) - (0.73) (0.04) - (14.17)
As at March 31, 2023 1,149.26 774.44 4,939.85 40.81 47.01 27.40 12.28 6,991.05
Additions - 1,325.55 5,081.53 6.89 - 16.20 0.23 6,430.40
Disposals - - (0.33) - (3.80) - - (4.13)
As at December 31, 2023 1,149.26 2,099.99 10,021.05 47.70 43.21 43.60 12.51 13,417.32

Accumulated depreciation
As at April 1, 2020 - 16.34 248.42 7.06 20.64 9.84 0.49 302.79
Depreciation for the year - 6.36 97.01 1.87 4.73 3.23 0.14 113.34
Disposals - (0.15) (31.82) (0.01) (0.47) - - (32.45)
As at March 31, 2021 - 22.55 313.61 8.92 24.90 13.07 0.63 383.68

As at 1 April 2021 - 22.55 313.61 8.92 24.90 13.07 0.63 383.68

Depreciation for the year - 24.21 234.70 2.46 3.75 4.23 1.60 270.95
Disposals - (0.30) (0.58) (1.19) (9.15) (3.73) - (14.95)
As at March 31, 2022 - 46.46 547.73 10.19 19.50 13.57 2.23 639.68

As at 1 April 2022 - 46.46 547.73 10.19 19.50 13.57 2.23 639.68

Depreciation for the year - 23.74 485.84 3.31 4.98 5.42 2.25 525.54
Disposals - - (10.06) - (0.21) (0.04) - (10.31)
As at March 31, 2023 - 70.20 1,023.51 13.50 24.27 18.95 4.48 1,154.91

As at 1 April 2023 - 70.20 1,023.51 13.50 24.27 18.95 4.48 1,154.91

Depreciation for the period - 24.87 540.04 2.91 3.91 3.87 1.68 577.28
Disposals - - (0.06) - (2.81) - - (2.87)
As at December 31, 2023 - 95.07 1,563.49 16.41 25.37 22.82 6.16 1,729.32

Net carrying value

As at December 31, 2023 1,149.26 2,004.92 8,457.56 31.29 17.84 20.78 6.35 11,688.00
As at March 31, 2023 1,149.26 704.24 3,916.34 27.31 22.74 8.45 7.80 5,836.14
As at March 31, 2022 722.28 725.95 3,198.71 23.41 23.03 11.11 9.99 4,714.48
As at March 31, 2021 690.47 546.05 2,906.54 15.97 27.40 9.20 0.50 4,196.13

Notes :
(1) As at December 31, 2023 Property, plant and equipment (other than vehicles) with a carrying amount of ₹11,670.16 (March 31, 2023: ₹ 5,813.40, March 31, 2022: ₹ 4,691.75, March 31, 2021: ₹ 4,168.73) are
subject to a pari passu first charge on the Group’s term loans & current borrowings. (Refer note 16.1)

(2) The Group has not revalued its Property, plant & equipment during the financial year beginning from April 01, 2020 till financial period ending December 31, 2023.
(3) Additions to property plant and equipment during the period ended December 31, 2023 is net of ₹ 287.56 (March 31, 2023: ₹ Nil, March 31, 2022: ₹ Nil, March 31, 2021: ₹ Nil) being grant received towards customs
duty for capital goods imported under Manufacturing and other operation in Warehouse regulation (MOOWR) scheme.

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Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

4.2 Right of use asset

Particulars Building Total
Gross Carrying Value (At cost)
As at April 1, 2020 14.60 14.60
Additions - -
As at March 31, 2021 14.60 14.60
Additions 0.42 0.42
As at March 31, 2022 15.02 15.02
Additions - -
As at March 31, 2023 15.02 15.02
Additions 99.81 99.81
Disposals (15.02) (15.02)
As at December 31, 2023 99.81 99.81

Accumulated amortisation
As at April 1, 2020 2.51 2.51
Amortisation for the year 2.73 2.73
As at March 31, 2021 5.24 5.24
Amortisation for the year 2.62 2.62
As at March 31, 2022 7.86 7.86
Amortisation for the year 2.96 2.96
As at March 31, 2023 10.82 10.82
Amortisation for the period 8.29 8.29
Disposals (11.31) (11.31)
As at December 31, 2023 7.80 7.80

Net carrying value

As at December 31, 2023 92.01 92.01
As at March 31, 2023 4.20 4.20
As at March 31, 2022 7.16 7.16
As at March 31, 2021 9.36 9.36

Refer note 40 for detailed disclosure

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Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

4.3 Capital work in progress (CWIP)

Ageing for the period ended December 31, 2023

Amount in CWIP for the period of
Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total

Projects in Progress 402.03 - - - 402.03

402.03 - - - 402.03

Ageing for the year ended March 31, 2023

Amount in CWIP for the period of
Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total

Projects in Progress 3,236.91 256.35 - - 3,493.26

3,236.91 256.35 - - 3,493.26

Ageing for the year ended March 31, 2022

Amount in CWIP for the period of
Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total

Projects in Progress 1,141.96 - - - 1,141.96

1,141.96 - - - 1,141.96

Ageing for the year ended March 31, 2021

Amount in CWIP for the period of
Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total

Projects in Progress 0.86 - - - 0.86

0.86 - - - 0.86

Note:
1 There are no projects where activity has been suspended or completion is overdue or exceeded its cost compared with its initial plan.

308
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

4.4 Investment Property

Particulars Land Building Total

Gross Carrying Value (At cost)
As at April 1, 2020 47.30 0.69 47.99
Additions - - -
Disposals (0.91) - (0.91)
As at March 31, 2021 46.39 0.69 47.08
Additions - 18.04 18.04
Disposals (5.70) - (5.70)
As at March 31, 2022 40.69 18.73 59.42
Additions - - -
Disposals - - -
As at March 31, 2023 40.69 18.73 59.42
Additions - - -
Disposals - - -
As at December 31, 2023 40.69 18.73 59.42

Accumulated Depreciation
As at April 1, 2020 - 0.13 0.13
Depreciation for the year - 0.04 0.04
Disposals - - -
As at March 31, 2021 - 0.17 0.17
Depreciation for the year - 0.60 0.60
Disposals - - -
As at March 31, 2022 - 0.77 0.77
Depreciation for the year - 0.61 0.61
Disposals - - -
As at March 31, 2023 - 1.38 1.38
Depreciation for the period - 0.46 0.46
Disposals - - -
As at December 31, 2023 - 1.84 1.84

Net carrying value

As at December 31, 2023 40.69 16.89 57.58
As at March 31, 2023 40.69 17.35 58.04
As at March 31, 2022 40.69 17.96 58.65
As at March 31, 2021 46.39 0.52 46.91

309
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

Details of the Investment properties as at the end of the reporting period are as follows

Particulars Fair value Fair value Fair value Fair value

as at December 31,2023 as at March 31, 2023 as at March 31,2022 as at March
31,2021
Land 79.95 74.35 72.27 77.98
Building 24.14 24.14 18.04 -
Total 104.09 98.49 90.31 77.98

Notes :
Pledge on Investment Property:
1) As at December 31,2023 Investment Property (Land at Gurgaon and Land & buildings at Balanagar) with a carrying amount of ₹ 40.89 (March 31,2023: ₹ 40.92, March 31, 2022: ₹ 40.96, March
31, 2021: ₹ 41.00) has been pledged by the group (Refer Note 16.1) under consortium arrangement to secure general banking facilities granted to the Group.
2) The Group has not revalued its Investment property during the financial year beginning from April 01, 2020 till financial period ending December 31, 2023.
3) The property rental income earned by the Group from its investment property, all of which is leased out under operating leases, for the period ended amounted to ₹ 0.87 (March 31, 2023: ₹ 0.88,
March 31, 2022: ₹ 0.88, March 31, 2021: ₹ 0.34).

4.5 Goodwill

Goodwill on Total
Particulars consolidation (Refer
note 42.1)
As at March 31, 2021 - -
Additions - -
Acquisition of Subsidiary (Refer note 42.1) 0.06 0.06
As at March 31, 2022 0.06 0.06
Additions - -
Disposals - -
As at March 31, 2023 0.06 0.06
Additions - -
Disposals - -
As at December 31, 2023 0.06 0.06

Net carrying value

As at December 31, 2023 0.06 0.06
As at March 31, 2023 0.06 0.06
As at March 31, 2022 0.06 0.06

Impairment testing/ assessment of goodwill:

Goodwill is tested for impairment on annual basis and whenever there is an indication that the recoverable amount of cash generating unit is less than its carrying amount based on number of factors
including business plan, operating results, future cash flows and economic conditions. The recoverable amount of cash generating units (CGU) is determined based on higher of value in use and fair
value less cost to sell.

310
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

4.6 Other intangible assets

Particulars Computer software Total

Gross carrying value
As at April 1, 2020 2.65 2.65
Additions 0.61 0.61
As at March 31, 2021 3.26 3.26
Additions 4.35 4.35
As at March 31, 2022 7.61 7.61
Additions 19.15 19.15
Disposals (2.59) (2.59)
As at March 31, 2023 24.17 24.17
Additions - -
Disposals - -
As at December 31, 2023 24.17 24.17

Accumulated amortisation
As at April 1, 2020 0.77 0.77
Amortisation for the year 0.30 0.30
Disposals - -
As at March 31, 2021 1.07 1.07
Amortisation for the year 1.84 1.84
Disposals - -
As at March 31, 2022 2.91 2.91
Amortisation for the year 3.22 3.22
Disposals (2.59) (2.59)
As at March 31, 2023 3.54 3.54
Amortisation for the period 4.43 4.43
Disposals - -
As at December 31, 2023 7.97 7.97

Net carrying value

As at December 31, 2023 16.20 16.20
As at March 31, 2023 20.63 20.63
As at March 31, 2022 4.70 4.70
As at March 31, 2021 2.19 2.19

311
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

5 Financial assets
5.1 Non-current investments
As at As at As at As at
Particulars December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021

Investments in equity instrument carried at cost

Associates (Including share of profits/ loss)
Brightstone Developers Private Limited (Refer note (a) below) 62.93 52.33 39.28 26.81
Mavyatho Ventures Private Limited 13.28 14.01 14.87 15.59
Premier Lords Private Limited (Refer Note (b) below) - - - 0.31
Total (A) 76.21 66.34 54.15 42.71

Investments in equity instrument (fully paid up) at FVTOCI

Unquoted
Equity shares of Renovar Energy Private Limited (Refer Note (c) below) 2.43 4.66 9.30 9.30
Equity shares of AKR Construction (Solar) Private Limited (Refer Note (d) below) 9.89 0.27 0.53 -
Equity shares of Svarog Global Power Private Limited (Refer Note (e) below) - - - 38.21
12.32 4.93 9.83 47.51

Less: Aggregate provision for impairment in value of investments (Refer Note (c) below) (2.33) (2.33) - -

Total (B) 9.99 2.60 9.83 47.51

Investments in preference shares (fully paid up)

Unquoted
Measured at cost
Preference shares of Renovar Energy Private Limited 1.20 1.20 1.20 1.20
Total (C) 1.20 1.20 1.20 1.20

Total carrying amount of Investments (A+B+C) 87.40 70.14 65.18 91.42

Aggregate amount of quoted investments - - - -

Aggregate market value of quoted investments - - - -
Aggregate amount of unquoted investments 87.40 70.14 65.18 91.42

Number of shares held in respective companies

Nature of investment Face value per As at As at As at As at

Company Name share (₹) December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021

Brightstone Developers Private Limited Investment in equity instruments 10 9,52,618 9,52,618 9,52,618 4,05,941
Mavyatho Ventures Private Limited Investment in equity instruments 10 6,75,000 6,75,000 6,75,000 6,75,000
Renovar Energy Private Limited Investment in equity instruments 10 12,619 12,619 25,288 25,288
Premier Lords Private Limited Investment in equity instruments 10 - - - 20,000
AKR Construction (Solar) Private Limited Investment in equity instruments 10 674 674 1,350 -
Svarog Global Power Private Limited Investment in equity instruments 10 - - - 3,77,320
Renovar Energy Private Limited Investment in preference shares 100 2,892 2,892 2,892 2,892

Notes
(a) During the year ended March 31, 2021, vide scheme of demerger approved by National Company Law Tribunal, Hyderabad bench, by its order dated April 16, 2021, Premier Solar Powertech Private Limited (Subsidiary of
the Company / “Demerged entity”) has de-merged Brightstone Developers Private Limited (“Resulting Company”) with effect from April 01, 2020. Accordingly, the Resulting Company has allotted 1,071,917 equity shares to
the shareholders of demerged entity in the ratio of their shareholding in the demerged entity. The Group have been allotted 546,677 equity shares in resulting company in the ratio of its shareholding in demerged entity (i.e.
51% as on effective date).
(b) During the year ended March 31, 2022, the Group sold 20,000 shares in Premier Lords Private Limited @₹ 12/- each and recognised a gain of ₹ 0.04.
(c) During the year ended March 31, 2023, the Group sold 12,669 equity shares of Renovar Energy Private Limited for a consideration of ₹ 2.09. For the balance equity shares, a provision of ₹ 2.33 is recorded based on
remeasurement of financial instrument at fair value.
(d) During the year ended March 31, 2022 , the Group has subscribed 1,350 shares in AKR Construction (Solar) Private Limited @₹ 395/- each. During the year ended March 31, 2023, the Group sold 676 equity shares of
AKR Construction (Solar) Private Limited for a consideration of ₹ 8.24.
(e) During the year ended March 31, 2022, the Group sold 377,320 shares in Svarog Global Power Private Limited @₹ 101.48/- each and recognised a gain of ₹ 0.08.
(f) The Parent has invested into 5,00,106 equity shares of its subsidiary, Premier Energies International Private Limited with a face value of ₹ 10/- each and a premium of ₹ 234/- per share. The Parent has utilized the funds
received through issue of CCD's to South Asia Growth Fund II Holdings LLC during the year ended March 31, 2022.
(g) The Parent has complied with number of layers prescribed under clause 87 of Section 2 of the Companies Act, 2013, read with the Companies (Restriction on number of layers) Rule, 2017.

5.2 Loans (non-current)

Particulars As at As at As at As at
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Loans to Directors* (Refer note 43) 21.99 21.99 - -
21.99 21.99 - -

*Loans to Directors of ₹ 21.99 (March 31, 2023: ₹ 21.99, March 31, 2022: ₹ Nil, March 31, 2021: ₹ Nil, ) represents loans given to Surenderpal Singh Saluja, director of the parent. The loan is carrying interest rate of 8% per
annum and is repayable at the end of 48 months as per the terms of the agreement.

5.3 Other financial assets (non-current)

Particulars As at As at As at As at
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Bank deposits (due to maturity after 12 months from the reporting date)* 565.16 146.13 236.00 363.38
Earnest money deposit 179.69 44.40 51.75 67.17
Retention Money
Considered Good 214.25 178.80 231.25 149.37
Considered doubtful - - - -
Security Deposits 93.41 28.40 12.46 13.30
Others 3.14 - - -
1,055.65 397.73 531.46 593.22
* Bank Deposits are towards margin money given for letter of credit and bank guarantees.

312
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

6 Other non current assets

Particulars As at As at As at As at
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Capital Advances 23.35 499.01 133.29 248.99
Prepayments 65.24 57.75 74.83 89.30
Balance with government authorities 65.54 32.53 28.37 25.59
154.13 589.29 236.49 363.88

7 Income tax Assets

Particulars As at As at As at As at
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Income tax assets (net) 54.11 55.50 - -
54.11 55.50 - -

8 Inventories
Particulars As at As at As at As at
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Raw Material (Refer note (i)) 4,499.27 4,733.79 1,549.50 426.62
Work in Progress 45.79 36.12 71.17 71.58
Finished Goods (Refer note (ii)) 3,343.45 1,485.95 516.83 118.49
Stores and Spares 107.09 72.69 31.77 9.72
7,995.60 6,328.55 2,169.27 626.41

Notes:
(i) Includes stock in transit of ₹ 593.37 (March 31, 2023: ₹ 345.54, March 31, 2022: ₹ 332.13, March 31, 2021: ₹ Nil)
(ii) Valued at lower of cost or net realisable value

9 Financial Assets
9.1 Current Investments

Particulars As at As at As at As at
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021

Investment at FVTPL
Quoted Investments
IDFC Mutual Funds - Cash Fund Growth - 3.85 36.69 -
ICICI Prudential Mutual Funds -Liquid Fund Growth - 22.10 169.48 -
Axis Mutual Funds - Liquid Fund Growth - 386.73 204.49 -
SBI Mutual Funds - Liquid Fund Growth - 104.90 71.51 -
- 517.58 482.17 -

Aggregate amount of unquoted investments - - - -

Aggregate amount of quoted investments - 517.58 482.17 -
Aggregate market value of quoted investments - 517.58 482.17 -

Details of the number of units held

Name of the fund As at As at As at As at

December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
IDFC Mutual Funds - Cash Fund Growth - 1,424 14,532 -
ICICI Prudential Mutual Funds -Liquid Fund Growth - 66,824 5,41,214 -
Axis Mutual Funds - Liquid Fund Growth - 1,55,679 87,017 -
SBI Mutual Funds - Liquid Fund Growth - 30,005 21,600 -

313
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

9.2 Trade receivables

Particulars As at As at As at As at
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021

Unsecured - considered good 2,513.95 592.63 1,410.63 1,617.43

Receivable from related parties 3.86 1.98 41.19 2.57
Credit impaired 186.56 120.18 108.25 99.90
2,704.37 714.79 1,560.07 1,719.90
Less : Loss allowance (186.56) (120.18) (108.25) (99.90)
2,517.81 594.61 1,451.82 1,620.00
Notes:
(a) Trade receivables are non-interest bearing and are generally on terms of 30 –120 days.
(b) There are no debts due from directors as at the end of the reporting period/ years.
(c) Transferred Receivables
The carrying amounts of the trade receivables include receivables which are subject to a factoring arrangement. Under this arrangement, the Group has transferred the relevant receivables to the factor in exchange for cash,
with recourse to the Group, The Group has retained late payment and credit risk. Therefore, the Group continues to recognise the transferred assets in their entirety in its balance sheet. The amount repayable under the
factoring agreement is presented as borrowing. The Group considers that the held to collect business model remains appropriate for these receivables and hence continues measuring them at amortised cost.

Trade Receivables Ageing Schedule for the period ended December 31, 2023

Outstanding for following periods from transaction date

Particulars Unbilled Less than 6 6 months - 1 1 - 2 Years 2 - 3Years More than 3 Years Total
months Year
(i) Undisputed trade receivables Considered Good 117.59 2,098.47 280.78 20.76 0.21 - 2,517.81
(ii) Undisputed trade receivables which have significant increase in credit risk - - - - - - -
(iii) Undisputed trade receivables credit impaired - 2.32 1.43 50.64 60.22 71.95 186.56
(iv) Disputed trade receivables - - - - - - -
Total 117.59 2,100.79 282.21 71.40 60.43 71.95 2,704.37

Trade Receivables Ageing Schedule for the year ended March 31, 2023

Outstanding for following periods from transaction date

Particulars Unbilled Less than 6 6 months - 1 1 - 2 Years 2 - 3Years More than 3 Years Total
months Year
(i) Undisputed trade receivables Considered Good 51.56 220.77 62.36 192.33 67.56 0.03 594.61
(ii) Undisputed trade receivables which have significant increase in credit risk - - - - - - -
(iii) Undisputed trade receivables credit impaired - 2.51 2.54 1.35 19.15 94.63 120.18
(iv) Disputed trade receivables - - - - - - -
Total 51.56 223.28 64.90 193.68 86.71 94.66 714.79

Trade Receivables Ageing Schedule for the year ended March 31, 2022

Outstanding for following periods from transaction date

Particulars Unbilled Less than 6 6 months - 1 1 - 2 Years 2 - 3Years More than 3 Years Total
months Year
(i) Undisputed trade receivables Considered Good - 1,055.49 176.76 86.62 132.95 - 1,451.82
(ii) Undisputed trade receivables which have significant increase in credit risk - - - - - - -
(iii) Undisputed trade receivables credit impaired - - 23.58 0.20 3.39 81.07 108.25
(iv) Disputed trade receivables - - - - - - -
Total - 1,055.49 200.34 86.82 136.34 81.07 1,560.07

Trade Receivables Ageing Schedule for the year ended March 31, 2021

Outstanding for following periods from transaction date

Particulars Unbilled Less than 6 6 months - 1 1 - 2 Years 2 - 3Years More than 3 Years Total
months Year
(i) Undisputed trade receivables Considered Good - 1,121.20 124.17 277.61 44.20 52.82 1,620.00
(ii) Undisputed trade receivables which have significant increase in credit risk - - - - - - -
(iii) Undisputed trade receivables credit impaired - 36.23 0.74 1.56 22.06 39.30 99.90
(iv) Disputed trade receivables - - - - - - -
Total - 1,157.43 124.91 279.17 66.26 92.12 1,719.90

The Group has used practical expedient by computing the expected credit loss allowance for doubtful trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience
and adjusted for forward-looking estimates.

Movement in expected credit loss allowance

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021

Balance at the beginning of the period/ year 120.18 108.25 99.90 143.70
Add : Impairment Loss Allowance (Refer note 32) 66.38 53.36 36.19 22.80
Less : Amounts written off - (41.43) (27.84) (66.60)
Balance at the end of the period/ year 186.56 120.18 108.25 99.90

314
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

9.3 Cash and cash equivalents

Particulars As at As at As at As at
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Balances with banks
- In current accounts 1,408.66 645.53 800.70 143.89
- Bank deposits with original maturity of less than 3 months 755.00 - - -
Cash on hand 0.11 0.17 0.29 0.65
2,163.77 645.70 800.99 144.54

9.4 Bank balances other than cash and cash equivalents

Particulars As at As at As at As at
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Margin money deposit* 1,369.39 1,288.99 795.78 649.62
Balances in Escrow account 354.45 - - -
1,723.84 1,288.99 795.78 649.62

*Bank deposits are towards margin money given for letter of credit and bank guarantees.

9.5 Loans (current)

Particulars As at As at As at As at
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Loans to related parties* (Refer note 43) 2.50 - - -
Loans to employees 7.05 3.47 2.07 3.59
Others - 0.03 4.86 14.85
9.55 3.50 6.93 18.44

* The loans to related parties represents the unsecured loan given to the associate carrying on the business of operation and maintenance of solar projects for meeting its working capital requirements. The loan is repayable
on demand and carries an Interest rate of 11% p.a.

9.6 Other financial assets

Particulars As at As at As at As at
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Interest accrued on bank deposits 41.04 4.30 27.14 61.05
Derivative financial instruments carried at FVTPL - - 14.24 6.56
Security Deposit 3.80 33.66 66.00 -
Earnest money deposit 150.95 39.67 10.39 -
Deferred corporate guarantee 2.41 2.41 - -
Government grant receivable 24.66 - - -
222.86 80.04 117.77 67.61

10 Current Tax Assets

Particulars As at As at As at As at
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Income tax receivable (net) - 20.68 12.78 -
- 20.68 12.78 -

11 Other current assets

Particulars As at As at As at As at
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Contract assets
Considered Good - 50.35 130.52 527.86
Balance with government authorities 666.38 607.36 466.26 347.08
Advances to suppliers and service providers 266.93 356.13 36.84 257.48
Prepayments 121.33 63.28 133.98 30.44
Others 0.63 0.64 21.37 15.45
1,055.27 1,077.76 788.97 1,178.31

12 Assets classified as held for sale

Particulars As at As at As at As at
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Building (Refer note (i)) - - 17.14 -
Plant and machinery (Refer note (ii)) 139.73
Furniture and fixtures (Refer note (ii)) - - - 4.39
- - 17.14 144.12

(i) The Group has entered into a sale agreement on June 02, 2022 ("the agreement") for sale of building located at Jubilee Hills, Hyderabad. Asset held for sale were measured at lower of carrying amount or fair value less
cost to sell. The ownership of the asset is transferred before March 31, 2023.

(ii) During the year ended March 31, 2021, the Board had resolved to dispose certain Plant and machinery and furniture and fixtures. The proceeds of disposal are expected to exceed the carrying amount of the related
assets. Asset held for sale were measured at lower of carrying amount or fair value less cost to sell.

315
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

13 Share capital
.1 10.00
Equity share capital

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Authorised share capital
450,000,000 (March 31, 2023: 450,000,000, March 31, 2022: 450,000,000, March 31, 2021: 260,000,000)
450.00 450.00 450.00 260.00
equity Shares of ₹ 1 each
450.00 450.00 450.00 260.00
Issued, subscribed and paid-up capital
263,458,334 (March 31, 2023: 263,458,334, March 31, 2022: 263,458,334, March 31, 2021: 249,508,880)
263.46 263.46 263.46 249.51
equity shares of ₹ 1 each
263.46 263.46 263.46 249.51

(i) Reconciliation of the number of equity shares outstanding at the beginning and at the end of the reporting period/ year:

As at As at
December 31, 2023 March 31, 2023
Particulars
No of shares Amount No of shares Amount

Number of shares at the beginning of the period/year 26,34,58,334 263.46 26,34,58,334 263.46
Issued during the period/ year - - - -
Number of shares outstanding at the end of the period/ year 26,34,58,334 263.46 26,34,58,334 263.46

As at As at
March 31, 2022 March 31, 2021
Particulars
No of shares Amount No of shares Amount

Number of shares at the beginning of the period/year 24,95,08,880 249.51 24,87,83,880 248.78
Issued during the period/ year 1,39,49,454 13.95 7,25,000 0.73
Number of shares outstanding at the end of the period/ year 26,34,58,334 263.46 24,95,08,880 249.51
(b)
(ii) Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of ₹ 1 per share. Each shareholder is eligible for one vote per share held. the Company declares dividend and pays dividend in Indian rupees. Such dividend shall be
proposed by the Board of Directors subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of
equity shares held by the shareholders.

(e)

(iii) Details of Shares held by each shareholder holding more than 5% equity shares of the Company
As at As at
Name of the shareholder December 31, 2023 March 31, 2023
No of shares % of holding No of shares % of holding
Equity shares of ₹ 1/- each held by
Chiranjeev Singh Saluja 14,60,95,000 55.45% 14,60,95,000 55.45%
Surendra Pal Singh Saluja 7,35,24,000 27.91% 7,35,24,000 27.91%
Vivana Saluja 1,32,00,000 5.01% 1,32,00,000 5.01%

As at As at
Name of the shareholder March 31, 2022 March 31, 2021
No of shares % of holding No of shares % of holding
Equity shares of ₹ 1/- each held by
Chiranjeev Singh Saluja 14,60,95,000 55.45% 14,60,95,000 58.55%
Surenderpal Singh Saluja 7,35,24,000 27.91% 7,35,24,000 29.47%
Vivana Saluja 1,32,00,000 5.01% 1,32,00,000 5.29%

(iv) Equity Shares held by promoters and promoter Group

As at December 31, 2023 As at March 31, 2023
Name of the Promoter* % Change During % Change During
No of shares % of Total shares No of shares % of Total shares
the year the year
Chiranjeev Singh Saluja** 14,60,95,000 55.45% - 14,60,95,000 55.45% -
Surenderpal Singh Saluja** 7,35,24,000 27.91% - 7,35,24,000 27.91% -
Promoters (A) 21,96,19,000 21,96,19,000

Vivana Saluja 1,32,00,000 5.01% - 1,32,00,000 5.01% -

Manjeet Kaur Saluja 39,92,000 1.52% - 39,92,000 1.52% -
Jasveen Kaur Saluja 22,05,000 0.84% - 22,05,000 0.84% -
Charandeep Singh Saluja 14,00,000 0.53% - 14,00,000 0.53% -
Promoter Group (B) 2,07,97,000 2,07,97,000

Total (A+B) 24,04,16,000 91.26% 24,04,16,000 91.26%

As at March 31, 2022 As at March 31, 2021

Name of the Promoter* % Change During % Change During
No of shares % of Total shares No of shares % of Total shares
the year the year
Chiranjeev Singh Saluja** 14,60,95,000 55.45% - 14,60,95,000 58.55% -
Surenderpal Singh Saluja** 7,35,24,000 27.91% - 7,35,24,000 29.47% -
Promoters (A) 21,96,19,000 21,96,19,000

Vivana Saluja 1,32,00,000 5.01% - 1,32,00,000 5.29% -

Manjeet Kaur Saluja 39,92,000 1.52% - 39,92,000 1.60% -
Jasveen Kaur Saluja 22,05,000 0.84% - 22,05,000 0.88% -
Charandeep Singh Saluja 14,00,000 0.53% - 14,00,000 0.56% -
Promoter Group (B) 2,07,97,000 2,07,97,000

Total (A+B) 24,04,16,000 91.26% 24,04,16,000 96.35%

* Promoter means promoter defined as under the Companies Act, 2013 as amended.
** 38,391,820 equity shares and 12,993,680 equity shares held by Mr Chiranjeev Singh Saluja and Mr Surenderpal Singh Saluja respectively, have been pledged towards borrwings taken by the Group.

316
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

(v) During the year ended March 31, 2022, the Company had issued 11,823,170 equity shares of ₹ 1/- each, with a premium of ₹ 19/- per equity share and 2,126,284 equity shares of ₹ 1/- each, with a premium of ₹ 19.05/- per equity
share.

(vi) In the period of five years immediately preceding December 31, 2023, the Company has neither issued bonus shares, bought back any equity shares nor has allotted any equity shares as fully paid up without payment being
received in cash except for the ones disclosed under note (viii) below.

(vii) There are no shares reserved for issue under options and contracts or commitments for the sale of shares or disinvestment except for ones disclosed under note (ix) below.

(viii) During the year ended March 31, 2022, the Company has entered into share swap transaction with Rama Moola to acquire 88,200 shares of Premier Solar Powertech Private Limited (PSPT) in exchange of 7,677,120 shares of the
Company.

(ix) Share-based payments

Employees of the Group receive remuneration in the form of share-based payments in consideration of the services rendered. Under the equity settled share based payment, the fair value on the grant date of the awards given to
employees is recognised as ‘employee benefit expenses’ with a corresponding increase in equity over the vesting period. The fair value of the options at the grant date is calculated by an independent valuer basis scenario based
method and Black Scholes model. At the end of each reporting period, apart from the non-market vesting conditions, the expense is reviewed and adjusted to reflect changes to the level of options expected to vest.

The Group constituted the "Premier Energies Limited Employee Stock Option Plan ('Plan') " to grant equity based incentives to its eligible employees. The Group has established a trust called the PEL ESOP Trust ("Trust") to implement
the Plan. The Group has given advance to the Trust for purchase of the Group’s shares and such advance outstanding as at December 31, 2023 is ₹ 110.07 (₹ 110.07, as at March 31, 2023 and March 31, 2022, ₹ Nil, as at March 31,
2021).

Under the plan, a maximum number of options available for grant shall be 11,000,000 will be granted to the eligible employees. All these options are planned to be settled in equity at the time of exercise at the option of the employee.
These options have an exercise price of ₹ 27/- per share granted during the period ended December 31, 2023, year ended March 31, 2023 and March 31, 2022 and vests on a graded basis as follows:

Vesting schedule

Vesting period from the grant date Vesting schedule

On completion of 12 months 30%
On completion of 24 months 30%
On completion of 36 months 40%

Stock option activity under the plan was as follows:

Movement in the options under the scheme: As at As at As at As at

December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021

Outstanding at the beginning of the period/ year 75,60,000 1,04,62,000 - -

Granted during the period/ year 26,71,000 2,33,000 1,06,86,000 -
Forfeited / lapsed during the period/ year 8,01,000 31,35,000 2,24,000 -
Exercised during the period/ year - - - -
Outstanding at the end of the period/ year 94,30,000 75,60,000 1,04,62,000 -

Refer note 37 for detailed disclosure

14 Instruments entirely equity in nature

(i) Compulsorily Convertible Debentures (CCDs)

As at As at As at As at
Particulars December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021

17,600,000 (March 31, 2023: 17,600,000, March 31, 2022: 17,600,000, March 31, 2021: Nil) Compulsorily Convertible Debentures (CCDs) of ₹ 100 each 1,698.74 1,698.74 1,760.00 -
Transaction cost during the period/ year - - (61.26)
1,698.74 1,698.74 1,698.74 -

(ii) Reconciliation of the number of Compulsory convertible Debenture outstanding at the beginning and at the end of the reporting period/ year:
As at As at
December 31, 2023 March 31, 2023
Number of CCDs outstanding at the end of the period/ year
No of shares Amount No of shares Amount

At the beginning of the period/ year 1,76,00,000 1,698.74 1,76,00,000 1,698.74

Issued during the period/ year - - - -
Number of shares outstanding at the end of the period/ year 1,76,00,000 1,698.74 1,76,00,000 1,698.74

As at As at
March 31, 2022 March 31, 2021
Number of CCDs outstanding at the end of the year
No of shares Amount No of shares Amount

At the beginning of the year - - - -

Issued during the year 1,76,00,000 1,760.00 - -
Less: Transaction cost - (61.26) - -
Number of shares outstanding at the end of the year 1,76,00,000 1,698.74 - -

(iii) Details of CCDs held by each debenture holder holding more than 5% of the compulsorily convertible debentures of the Company

As at As at
December 31, 2023 March 31, 2023
Name of the shareholder
No of shares % of holding No of shares % of holding

Compulsory Convertible Debentures of ₹ 100/- each held by

South Asia Growth Fund II Holdings LLC 1,74,87,360 99.36% 1,74,87,360 99.36%

As at As at
March 31, 2022 March 31, 2021
Name of the shareholder
No of shares % of holding No of shares % of holding

Compulsory Convertible Debentures of ₹ 100/- each held by

South Asia Growth Fund II Holdings LLC 1,74,87,360 99.36% - -

(iv) Terms/rights attached to Compulsorily convertible debentures

Compulsorily Convertible Debentures treated as Instruments entirely equity in nature represents Compulsorily Convertible Debentures issued pursuant to the agreement entered into by the Company with South Asia Growth Fund Il
Holdings LLC and South Asia EBT Trust dated September 10, 2021 ("the agreement"). The members at their Extra Ordinary General Meeting held on December 20, 2022 have approved the amended terms of conversion as defined in
para 4 of Schedule 7 "Terms of the Investor CCDs" of the Share Subscription Agreement dated September 10, 2021. Based on amended terms, these Debentures are convertible in the ratio of 5 equity shares for every 1 debenture held
by the debenture holders. The holders of CCDs shall be entitled to nominate in office two directors of the Company and will be entitled to be members of such committees of the Board to whom the decision making power has been
delegated by the Board. In a liquidity event, as applicable, the holder(s) of the CCDs shall have the right to be first paid in priority to any other shareholders. These debenture holders are not entitled to any other form of distribution of
profits by the Company until its conversion to equity shares. There is no buyback obligation upon the Company.

317
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

15 Other Equity
As at As at As at As at
Particulars Notes December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021

Securities premium (i) 415.73 415.73 415.73 150.58

Retained earnings (ii) 2,809.90 1,535.88 1,663.93 1,808.69
Capital Reserve (iii) 292.39 292.39 12.37 12.37
Other items of other comprehensive income (iv) 3.71 0.85 (0.59) (0.47)
Treasury Shares (109.87) (109.87) (109.87) -
Share based payment reserve (v) 30.70 14.97 2.47 -
Total other equity 3,442.56 2,149.95 1,984.04 1,971.17

(i) Securities premium

As at As at As at As at
Particulars December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Opening balance 415.73 415.73 150.58 136.80
Add: Additions during the period/ year - - 265.15 13.78
Closing balance 415.73 415.73 415.73 150.58

(ii) Retained Earnings

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Opening balance 1,535.88 1,663.93 1,808.69 1,874.64
Add: Restated profit/( loss) for the period/ year 1,274.02 (128.05) (143.60) 234.79
Less: Impact of demerger (Refer note 42.2) - - - (299.13)
Less: Share issue expenses - - (1.16) (1.61)
Closing balance 2,809.90 1,535.88 1,663.93 1,808.69

(iii) Capital reserve

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Opening balance 292.39 12.37 12.37 41.41
Add: Addition during the period/ year - 280.02 - -
Less: Deletion during the period/ year - - - (29.04)
Closing balance 292.39 292.39 12.37 12.37

(iv) Other items of other comprehensive income

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Opening balance 0.85 (0.59) (0.47) (0.02)
(Loss)/ gain on remeasurement of defined benefit liability (2.67) 1.44 (0.12) 3.40
Gain/ (loss) on fair value of investment carried at fair value through other comprehensive income 5.53 - - (3.85)
Closing balance 3.71 0.85 (0.59) (0.47)

(v)Share based payment reserve

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Opening balance 14.97 2.47 - -
Add/ Less: Movement during the period/ year 15.73 12.50 2.47 -
Closing balance 30.70 14.97 2.47 -

Nature and purpose of other equity

(a) Securities premium
Amounts received on issue of shares in excess of the face value has been classified as securities premium. The utilisation of securities premium is governed by the Section 52 of the Companies Act, 2013.

(b) Retained earnings:

The cumulative gain or loss arising from the operations which is retained by the Group is recognized and accumulated under the heading of retained earnings. At the end of the period/ year, the profit after tax is transferred from the
statement of restated consolidated profit and loss to retained earnings.

(c) Capital reserve:

Capital reserve represents difference in transaction price and fair value of non-monetary asset acquired

(d) Other comprehensive income:

Other comprehensive income comprises actuarial gains and losses on defined benefit obligation and change in fair value of investment.

(e) Treasury Shares

Represents the outstanding number of shares, options which are yet to be exercised by the employees to whom those share options have been granted.

(f) Share based payment reserve:

The above reserve relates to share options granted by the Group to certain employees under its employee share option plan. Refer note 37 for further details.

318
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

16 Financial liabilities
16.1 Borrowings (Non current)

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Secured
Measured at amortised cost
Term loans from:
Banks (Refer Note (i) below) 13.30 26.76 49.34 87.44
Public Financial Institution (Refer Note (ii) below) 8,992.66 5,803.43 3,591.39 2,512.80
Less: Prepaid upfront fees (39.13) (36.07) (7.45) (10.19)
8,966.83 5,794.12 3,633.28 2,590.05

Unsecured
Measured at amortised cost
8.5% Compulsorily Convertible Debentures [Refer Note (iii) below] 318.50 318.50 - -

Current maturities of non-current borrowings

Term loan from Banks (10.07) (13.48) (16.73) (19.73)
Term loan from Public Financial Institution (776.18) (401.03) (293.85) (102.83)
Amount disclosed under the head "current borrowings" (786.25) (414.52) (310.57) (122.55)

Total 8,499.08 5,698.10 3,322.71 2,467.50

(i) - The details of Indian rupee term loans from banks are as under :
No of Instalments As at As at As at As at Effective interest
Name of the bank
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021 rate p.a.
Axis Bank Limited
48 Equated Monthly
Secured by the hypothecation of assets financed and personal - - - 61.87 10.51%
Instalments
guarantee of Chiranjeev Singh Saluja

ICICI Bank Limited

This facility rank second charge with the existing facility in terms of cash
flows and shall be secured by (i) extension of second ranking charge 36 Equated Monthly
- 4.60 15.83 17.58 8.10%
over all existing securities (including mortgage) created in favour of ICICI Instalments
Bank

State Bank of India

Extension of charge over the existing Primary and collateral securities

36 Equated Monthly
including mortgages created in favour of the Bank ( in case of multiple 12.50 19.74 29.00 - 7.95%
Instalments
banking / consortium, the security charge will be on pari passu basis)

Vehicle loans from various Banks

Vehicle Loans from various banks/financial institutions are secured by 48 to 68 Equated

0.80 2.42 4.51 7.99 8.10% to 10.50%
the hypothecation of specific assets purchased from those Monthly Instalments
loans

13.30 26.76 49.34 87.44

(ii) Loans from Public Financial Institution - Indian Renewable Energy Development Agency
As at As at As at As at Effective interest No of Instalments
Charge details Project No.
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021 rate p.a.
First charge by way of hypothecation of all movable and immovable 2606
assets pertaining to Solar Module Manufacturing Plant of ~1,033 Mwp at 3,746.60 1,480.00 - - 9.25% 38 equated quarterly instalments
E-City Maheshwaram Taluk, and elsewhere both present and future and
guaranteed by Chiranjeev Singh Saluja, Managing Director and 2607
1,177.76 750.00 - - 9.45% 38 equated quarterly instalments
Corporate Guarantee of the Parent for the tenure of the loan
First charge by way of mortgage of all the immovable assets pertaining 2759
to the project including project land, hypothecation of movable assets
796.00 - - - 9.50% 34 equated quarterly instalments
pertaining to the project, both existing and future, subject to prior charge
of working capital lenders on current assets.
First charge by way of hypothecation of all movable and immovable 2385
432.96 488.03 561.44 561.60 9.25% 34 equated quarterly instalments
assets pertaining to Solar Module Manufacturing Plant of ~500 Mwp at E-
City Maheshwaram Taluk, and elsewhere both present and future and 2450
1,507.78 1,615.61 1,687.50 1,592.20 9.25% 38 equated quarterly instalments
guaranteed by Chiranjeev Singh Saluja, Managing Director and
Corporate Guarantee of the Parent for the tenure of the loan 2450-1
947.11 1,014.84 952.40 - 9.26% 38 equated quarterly instalments
First charge of immovable properties pertaining to Solar Module 2204 64.33 82.54 106.81 129.79 10.10% 32 equated quarterly instalments
manufacturing facility, situated at Annaram and hypothecation of all
movable assets, both existing and future. 1943 - - 18.02 36.04 9.50% 40 equated quarterly instalments
First charge by way of hypothecation of movable assets pertaining to the 2649
project, both existing and future, subject to prior charge of working
capital lenders on current assets and guaranteed by Surenderpal Singh
170.00 170.00 - - 8.90% 40 equated quarterly instalments
Saluja, Chairman & Whole-time Director, Chiranjeev Singh Saluja,
Managing Director and Corporate Guarantee of the Parent for the tenure
of the loan
First charge of Company immovable properties situated in Jharkhand 1943D - 2.68 2.68 2.68 9.50% 2 equated quarterly instalments
First charge of immovable assets by way of deposit of title deeds. 2321
Hypothecation of movable assets, both existing and future of Company 21.84 25.00 29.21 33.42 9.25% 40 equated quarterly instalments
and guaranteed by Chiranjeev Singh Saluja, Managing Director for the 2321(D)
tenure of the loan 1.93 1.93 1.93 1.93 9.15% 2 equated quarterly instalments

Second Charge on securities created in main loan of IREDA by way of 2385 - GECL 48.33 63.33 80.00 - 11.00% 48 equated monthly instalments
hypothecation /Pledge/Mortgage etc., shall continue as security for the 2450-GECL 51.75 69.00 92.00 92.00 9.25% 48 equated monthly instalments
Guaranteed Emergency Credit Line (GECL) Loan. 1943 GECL 4.13 6.60 9.91 9.91 9.40% 36 equated monthly instalments
2204 GECL 12.17 19.47 29.20 29.20 10.00% 36 equated monthly instalments
2204-1 6.92 9.52 12.98 16.44 11.35% 20 equated monthly instalments
2321 GECL 3.05 4.88 7.31 7.59 9.15% 36 equated monthly instalments
8,992.66 5,803.42 3,591.38 2,512.81

Notes:
(i) (a) 38,391,820 equity shares and 12,993,680 equity shares held by Chiranjeev Singh Saluja, Managing Director and Surenderpal Singh Saluja, Chairman & Whole-time Director respectively, have been pledged towards borrowings taken by the
Group.
(b) Pledge on 1,102,228 equity shares and 2,550,000 Compulsorily Convertible Debentures of Premier Energies International Private Limited (a Subsidiary) till the tenure of borrowing from IREDA.
(c) Pledge on 16,292,699 equity shares of Premier Energies Photovoltaic Private Limited (a Subsidiary) till the tenure of borrowing from IREDA.
(d) Pledge on 493,667 equity shares of Premier Energies Global Environment Private Limited (a Subsisiary) till the tenure of borrowing from IREDA.

(ii) Personal guarantee for the borrowings taken by the Group given by Chiranjeev Singh Saluja, Managing Director and Surenderpal Singh Saluja, Chairman & Whole-time Director amounts to ₹ 21,544.40 and ₹ 6,942.60 respectively.

(iii) 8.5% Compulsorily Convertible Debentures:

Subsidiary (Premier Energies International Private Limited) has issued 1,300,000 Compulsory Convertible Debentures (CCD's) of ₹ 245/- each non-controlling interest holders to fund its projects in Maheshwaram. The debentures are
compulsorily convertible in to equity shares on or before 10 years based on the valuation methodology in terms of the Share Holders Agreement. Interest on the debentures will be paid at the rate 8.5% p.a.

319
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

19 Financial liabilities
19.1 Borrowings (Current)

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Current maturities of non-current borrowings 786.25 414.52 310.57 122.55
Less: Current maturity of prepaid upfront fees (6.75) (2.02) (1.84) (1.54)
Total (A) 779.50 412.50 308.73 121.01

Secured
Cash Credit & Working Capital Demand Loan (Refer Note (i) below) 1,922.72 1,152.42 600.28 473.13
Short term loans (Refer Note (ii) below) 900.00 - - -
Total secured borrowings (B) 2,822.72 1,152.42 600.28 473.13

Unsecured
Loans from banks (Refer Note (iii) below) 1,500.77 - - -
Loans from financial institutions (Refer Note (iii) below) 475.63 308.08 285.54 312.50
Loans from related parties (Refer Note (iv) below) & (Refer note 43) 21.08 40.45 - 15.60
Loans from directors (Refer Note (iv) below) & (Refer note 43) 1.67 23.87 15.71 62.19
Total unsecured borrowings (C) 1,999.15 372.40 301.25 390.29

Total (A+B+C) 5,601.37 1,937.32 1,210.26 984.43

Notes:
(i) Details of cash credit and Working capital demand loans
The Group has availed cash credit and Working capital demand loan facilities from various banks. These facilities are secured by first pari-passu charge against all current
assets, present and future, and by second pari-passu charge on the property, plant and equipment of the Company and are guaranteed by Surenderpal Singh Saluja,
Chairman & Whole-Time Director, Chiranjeev Singh Saluja, Managing Director and Corporate guarantee of the Parent. The loans are repayable on demand and carry
interest rate of MCLR + spread in the range of 0.95% to 4.75% p.a.

(ii) Details of short term loans

Loan from Indian Renewable Energy Development Agency is secured by upfront margin money of 15% of sanction amount in form of Fixed deposit receipt, exclusive first
charge by way of hypothecation on current assets pertaining to the project, extension of charge over IREDA funded module manufacturing project of the Company and
personal guarantee of Chiranjeev Singh Saluja, Managing Director. The loan is repayable within one year and carry a interest rate of 12.25% p.a.

(iii) The unsecured loans from banks and financial institutions includes supplier financing of ₹ 475.63 (March 31, 2023: ₹ 308.08, March 31, 2022: ₹ 285.54 March 31, 2021: ₹
312.50 carrying interest rate in the range of 8.50% to 10% per annum. These trade credits are repayable within 90 to 180 days from the date of draw down.

(iv) The unsecured loan from related parties and directors is repayable on demand and carries an Interest rate of 11% p.a.

320
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

16.2 Lease liabilities

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Lease liabilities 91.90 4.44 7.08 7.83
Less: Current maturities of lease liabilities (Refer note 40) (14.57) (3.06) (2.65) (2.52)
Total 77.33 1.38 4.43 5.31

17 Provisions (Non Current)

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Provision for employee benefits
Provision for Gratuity (Refer note 36) 22.82 13.84 9.28 6.60
Provision for Compensated absences 7.83 3.73 3.43 4.16
Others
Provision for warranty (Refer note below) 354.92 269.92 294.89 339.12
Total 385.57 287.49 307.60 349.88

Note: Provision for Warranty

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Balance at the beginning of the period/ year 269.92 294.89 339.12 284.52
Provision recognised / Written Back (net) 85.00 (24.98) (37.31) 54.60
Provision utilised - - (6.92) -
Balance at the end of the period/ year 354.92 269.92 294.89 339.12

18 Other non-current liabilities

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Unearned revenue 87.49 101.94 181.97 226.69
Deferred government grant (Refer note below) 321.22 317.34 344.98 26.53
Total 408.71 419.28 526.95 253.22

Note:
The above Government Grant of ₹ 321.22 as at December 31, 2023 (₹ 317.34, as on March 31, 2023, ₹ 344.98, as on March 31, 2022 and ₹ 26.53 as on March 31, 2021) is an incentive sanctioned
under Modified Special Incentive Package Scheme (M-SIPS). The Deferred Government Grant received is in relation to purchase of Property, Plant & Equipment to install energy efficient machinery for
the production of Solar PV Module & Cells. The Deferred income on government grant received will be recognised in profit or loss on a straight line basis over the useful life of the related asset. There
are no unfulfilled conditions or other contingencies attaching to this grant.
19.2 Lease liabilities
As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Lease liabilities (Refer note 40) 14.57 3.06 2.65 2.52
Total 14.57 3.06 2.65 2.52

19.3 Trade payables

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Total outstanding dues of micro enterprises and small enterprises 108.95 142.52 207.34 83.38
Total outstanding dues of creditors other than micro enterprises and small enterprises 4,906.70 3,836.63 2,492.08 1,539.48
Total 5,015.65 3,979.15 2,699.42 1,622.86

Trade Payables ageing schedule for the period ended December 31, 2023

Outstanding for following periods from transaction date

Particulars Less than 1 Year 1-2 Years 2-3 Years More than 3 Years Total
i) Micro and small enterprises 108.50 0.43 0.02 - 108.95
ii) Others 4,676.09 81.07 134.52 15.02 4,906.70
iii) Disputed dues - Micro and small enterprises - - - - -
iv) Disputed dues - Others - - - - -
Total 4,784.59 81.50 134.54 15.02 5,015.65

Trade Payables ageing schedule for the year ended March 31, 2023

Outstanding for following periods from transaction date

Particulars Less than 1 Year 1-2 Years 2-3 Years More than 3 Years Total
i) Micro and small enterprises 142.43 0.07 0.02 - 142.52
ii) Others 3,714.02 74.13 43.88 4.60 3,836.63
iii) Disputed dues - Micro and small enterprises - - - - -
iv) Disputed dues - Others - - - - -
Total 3,856.45 74.20 43.90 4.60 3,979.15

321
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

Trade Payables ageing schedule for the year ended March 31, 2022

Outstanding for following periods from transaction date

Particulars Less than 1 Year 1-2 Years 2-3 Years More than 3 Years Total
i) Micro and small enterprises 183.24 23.81 0.29 - 207.34
ii) Others 2,330.25 81.38 68.16 12.29 2,492.08
iii) Disputed dues - Micro and small enterprises - - - - -
iv) Disputed dues - Others - - - - -
Total 2,513.49 105.19 68.45 12.29 2,699.42

Trade Payables ageing schedule for the year ended March 31, 2021

Outstanding for following periods from transaction date

Particulars Less than 1 Year 1-2 Years 2-3 Years More than 3 Years Total
i) Micro and small enterprises 83.38 - - - 83.38
ii) Others 1,367.14 48.97 110.81 12.56 1,539.48
iii) Disputed dues - Micro and small enterprises - - - - -
iv) Disputed dues - Others - - - - -
Total 1,450.52 48.97 110.81 12.56 1,622.86

Notes:
(i) Refer note 43 for related party disclosures
(ii) Refer note 38 for information regarding Micro and Small Enterprises

19.4 Other current financial liabilities

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Capital creditors 973.23 1,653.89 308.00 361.37
Interest accrued 50.20 10.98 14.56 11.26
Trade deposit 7.79 5.04 5.04 5.04
Guarantee obligation 0.53 0.71 1.01 -
Derivative financial instruments carried at FVTPL 12.09 17.52 0.16 -
Others 79.35 1.58 10.29 2.76
Total 1,123.19 1,689.72 339.06 380.43

20 Other current liabilities

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Advance from customers 1,655.73 2,178.17 762.40 954.49
Statutory dues 454.23 473.63 19.66 15.22
Current maturities of deferred payment liabilities 7.89 7.97 7.97 7.97
Unearned revenue 90.45 99.79 87.63 130.40
Others 1.14 0.26 - -
Total 2,209.44 2,759.82 877.66 1,108.08

21 Provisions (Current)
As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Provision for employee benefits
Provision for Gratuity (Refer note 36) 5.06 3.52 4.45 3.61
Provision for Compensated absence 2.94 1.72 4.09 0.87
Total 8.00 5.24 8.54 4.48

22 Current tax liabilities

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Income tax liability (net) 56.79 - - 11.18
Total 56.79 - - 11.18

322
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

23 Income Tax
For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
a) i) Amount recognised in statement of consolidated profit and loss
Current tax 173.43 39.95 95.04 179.65
Deferred tax charge/ (credit) 300.60 15.81 (107.87) 120.47
Tax expense for the period/ year 474.03 55.76 (12.83) 300.12

ii) Amount recognised in other comprehensive income

For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Tax on remeasurement of defined benefit plans (0.74) 0.44 (0.04) 1.15
Tax on gain on fair valuation of equity instruments 1.86 - - -
Tax expense/ (credit) recognised in other comprehensive income 1.12 0.44 (0.04) 1.15

b) Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate

For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Accounting Restated profit/ (loss) before income tax (A) 1,748.05 (77.60) (156.91) 558.19
Applicable tax rate (B) 25.17% 25.17% 25.17% 25.17%
Computed tax expense at statutory rate (C = A*B) 439.95 (19.53) (39.49) 140.49

Expenses disallowed under Income-tax Act, 1961 1.33 8.13 8.13 188.16
Differential tax rates on subsidiaries 22.58 - - -
Share of profit of associates (2.48) (3.07) (2.96) (1.64)
Others 12.65 70.24 21.49 (26.89)
Income tax expense reported in to the restated statement of profit and loss (D) 474.03 55.76 (12.83) 300.12

Effective tax rate (E=D/A) 27.12% (71.86)% 8.18% 53.77%

c) Deferred tax liabilities (net)

As at As at As at As at
Particulars December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021

i) Deferred tax assets

Opening balance 2.72 11.24 15.81 29.82
Accelerated depreciation for tax purposes - (0.16) 0.12 -
Expenses allowable on payment basis 48.40 0.43 0.20 -
Unused tax losses and unabsorbed depreciation 163.38 - - -
Other items giving raise to temporary differences 52.23 (8.79) (4.89) (14.01)
Deferred tax assets 266.73 2.72 11.24 15.81

Offsetting of deferred tax (assets) with deferred tax liabilities (197.27) (0.23) (0.06) (0.14)

Net deferred tax assets (i) 69.46 2.49 11.18 15.67

ii) Deferred tax liabilities

Opening balance 84.06 76.33 188.81 81.20
Accelerated depreciation for tax purposes 511.45 311.94 51.99 107.81
Expenses allowable on payment basis - - (0.45) -
Other items giving raise to temporary differences 52.42 0.36 (120.76) (0.20)
Fair valuation of equity instruments 1.86
Unused tax losses - (304.57) (43.26) -
Deferred tax liabilities 649.79 84.06 76.33 188.81

Offsetting of deferred tax liabilities with deferred tax (assets) (197.27) (0.23) (0.06) (0.14)

Net deferred tax liabilities (ii) 452.52 83.83 76.27 188.67

Deferred tax liabilities/ (assets) (ii-i) 383.06 81.34 65.09 173.00

323
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

Movement in deferred tax (assets) and liabilities for the period ending December 31, 2023

Particulars Opening balance (Credit)/charge in (Credit)/charge in Closing balance

statement of profit other comprehensive
and loss income
Expenses allowable on payment basis (16.44) (47.66) (0.74) (64.84)
Accelerated depreciation for tax purposes 0.04 - - 0.04
Unused tax losses/ depreciation - (163.38) - (163.38)
Other items giving raise to temporary differences 13.68 (52.23) - (38.55)
Property plant and equipment 552.74 511.45 - 1,064.19
Unused tax losses (347.83) - - (347.83)
Fair valuation of equity instruments - - 1.86 1.86
Others (120.85) 52.42 - (68.43)
Total deferred tax liabilities 81.34 300.60 1.12 383.06

Movement in deferred tax (assets) and liabilities for the period ending March 31, 2023

Particulars Opening balance (Credit)/charge in (Credit)/charge in Closing balance

statement of profit other comprehensive
and loss income

Expenses allowable on payment basis (16.01) (0.87) 0.44 (16.44)

Accelerated depreciation for tax purposes (0.12) 0.16 - 0.04
Unused tax losses/ depreciation - - - -
Other items giving raise to temporary differences 4.89 8.79 - 13.68
Property plant and equipment 240.80 311.94 - 552.74
Unused tax losses (43.26) (304.57) - (347.83)
Others (121.21) 0.36 - (120.85)
Total deferred tax liabilities 65.09 15.81 0.44 81.34

Movement in deferred tax (assets) and liabilities for the period ending March 31, 2022

Particulars Opening balance (Credit)/charge in (Credit)/charge in Closing balance

statement of profit other comprehensive
and loss income

Expenses allowable on payment basis (15.81) (0.16) (0.04) (16.01)

Accelerated depreciation for tax purposes - (0.12) - (0.12)
Other items giving raise to temporary differences - 4.89 - 4.89
Property plant and equipment 189.01 51.79 - 240.80
Unused tax losses - (43.26) - (43.26)
Others (0.20) (121.01) - (121.21)
173.00 (107.87) (0.04) 65.09

Movement in deferred tax (assets) and liabilities for the period ending March 31, 2021

Particulars Opening balance (Credit)/charge in (Credit)/charge in Closing balance

statement of profit other comprehensive
and loss income
Expenses allowable on payment basis (29.82) 12.86 1.15 (15.81)
Property plant and equipment 81.20 107.81 - 189.01
Others - (0.20) - (0.20)
51.38 120.47 1.15 173.00

324
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

24 Revenue from operations

For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021

Income from sale of manufactured goods

Sale of solar cells 4,037.30 1,856.26 336.01 -
Sale of solar modules 13,651.70 9,566.51 2,843.00 3,327.67
17,689.00 11,422.77 3,179.01 3,327.67

Income from sale of traded goods

Sale of solar modules 653.43 549.31 - -
Sale of solar cells 576.50 768.03 744.45 61.64
Sale of solar accessories and silicon wafers 155.42 352.38 1,634.57 756.82
1,385.35 1,669.72 2,379.02 818.46

Revenue from power supply 29.38 42.87 40.47 39.13

Income from contracts

Construction and project related activity 1,034.13 1,103.74 1,812.80 2,724.32
Engineering and service fees 0.49 34.70 17.41 105.00
1,034.62 1,138.44 1,830.21 2,829.32

Other Operating Revenue

Job work services 14.35 4.49 - -
Sale of scrap 19.36 7.05 - -
33.71 11.54 - -

Total 20,172.06 14,285.34 7,428.71 7,014.58

(i) Disaggregation of revenue

The Group derives its revenue from sale of manufactured goods, sale of traded goods, construction and project related activity and other services. The revenue disclosure as above, represents the disaggregation
of revenue.

For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Within India 16,727.13 14,210.38 7,360.59 6,923.92
Outside India 3,444.93 74.96 68.12 90.66
20,172.06 14,285.34 7,428.71 7,014.58

(ii) Timing of revenue recognition

For the period ended For the year ended For the year ended For the year ended
Timing of Revenue recognition
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Goods transferred at point in time 19,123.09 13,142.41 5,598.50 4,185.26
Goods/ services transferred over a period of time 1,048.97 1,142.93 1,830.21 2,829.32
Total revenue from contract with customers 20,172.06 14,285.34 7,428.71 7,014.58

(iii) The following table provides information about contract asset and contract liabilities from contract with customers:

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
i) Contract Assets and liabilities as at beginning of the period/ year
Opening Unbilled revenue 50.35 130.52 527.86 494.86
Opening Unearned revenue 201.73 269.60 357.09 432.78
Opening Advances from customers 2,178.17 762.40 954.49 594.99
Opening Trade receivables 594.61 1,451.82 1,620.00 1,773.00
ii) Revenue recognized during the period/ year from contract 1,034.62 1,138.44 1,830.21 2,829.32
iii) Contract Assets and liabilities as at end of the period/ year - - -
Closing Unbilled revenue - 50.35 130.52 527.86
Closing Unearned revenue 177.94 201.73 269.60 357.09
Closing Advances from customers 1,655.73 2,178.17 762.40 954.49
Closing Trade receivables 2,517.81 594.61 1,451.82 1,620.00

(iv) Reconciling the amount of revenue recognised in the statement of profit and loss with the contracted price

For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Revenue as per contract 20,172.06 14,285.34 7,428.71 7,014.58
Adjustments - - - -
Revenue from contract with customers 20,172.06 14,285.34 7,428.71 7,014.58

325
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

25 Other income

For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Interest income on bank deposits 41.52 53.58 39.26 36.47
Unwinding of discount on deposits 57.01 11.25 12.09 2.73
Interest income on others 6.07 55.31 31.82 2.88
Profit on sale of Property, plant and equipment - 6.59 0.67 30.79
Profit on sale of investments 2.93 14.61 9.18 1.74
Income from government grant (Refer note 18) 20.78 27.65 9.21 11.15
Rental income 0.87 0.88 0.88 0.34
Liabilities/ Provision no longer required written back (net) 3.69 66.38 55.50 57.98
Foreign Exchange gain (net) - - - 29.89
Net gain on Financial assets measured at FVTPL - 9.94 6.27 -
Dividend income 1.07 - 4.27 21.43
Bad debts recovered - - 39.40 97.91
Gain on early termination of leases 0.25 - - -
Guarantee income 0.18 0.29 0.36 0.45
Gain on loss of control - - - 5.59
Miscellaneous income 21.19 100.30 32.71 48.42
Total 155.56 346.78 241.62 347.77

26 Cost of raw materials consumed

For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Inventory of materials at the beginning of the period/ year 4,733.79 1,549.50 426.62 462.77
Add: Purchases 15,425.75 14,289.48 5,110.08 4,732.08
Less: Inventory of materials at the end of the period/ year (4,499.27) (4,733.79) (1,549.50) (426.62)
Total 15,660.27 11,105.19 3,987.20 4,768.23

27 Changes in inventories of finished goods and work-in-progress

For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Finished goods
At the beginning of the period/ year 1,485.95 516.83 118.49 51.88
At the end of the period/ year (3,343.45) (1,485.95) (516.83) (118.49)
(1,857.50) (969.12) (398.34) (66.61)

Work-in-progress
At the beginning of the period/ year 36.12 71.17 71.58 57.36
At the end of the period/ year (45.79) (36.12) (71.17) (71.58)
(9.67) 35.05 0.41 (14.22)

Total (1,867.17) (934.07) (397.93) (80.83)

28 Contract execution expense

For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Erection, installation & commission charges 210.03 139.73 185.95 328.97
Contract Expenses 122.81 97.23 94.31 209.92
Project spares and consumables 56.04 7.33 28.78 25.05
Others 19.69 1.80 7.08 12.98
Total 408.57 246.09 316.12 576.92

29 Employee benefits expense

For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Salaries, wages and bonus 303.96 354.11 175.31 148.57
Contribution to provident and other funds (refer note below) 17.07 22.72 17.44 15.26
Gratuity and compensated absences expense 13.57 7.67 7.29 4.18
Share based payment expense (Refer note 37) 15.73 12.50 2.47 -
Staff welfare expenses 29.87 24.39 18.32 5.69
Directors remuneration 21.49 26.70 25.55 23.03
Total 401.69 448.09 246.38 196.73

For the year ended March 31, 2021: The Subsidiary Company M/S Premier Energies Photovoltaic Private Limited has reached the threshold limit for applicability of EPF in the month September 2020 and ESL in
the month of January 2021 however Company had to wait for the Factory License from the authorities which has resulted in delay in EPF and ESI compliance during the FY 2020-2021. All the compliances are met
after registration is received in the FY 2021-2022.

326
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

30 Finance costs
For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Interest expense on :
- on
onterm
termloans
loans 346.48 347.45 258.91 66.57
- on
onworking
bank overdraft
capital loans
and demand loans 160.53 113.81 43.41 50.56
on lease liability (net) 3.03 0.47 0.63 0.91
Unwinding of discount on retention money 16.49 17.09 14.47 -
Bank charges 213.03 202.12 110.83 88.35
Interest on Compulsorily Convertible Debentures 17.88 - - -
Processing charges 2.49 5.33 1.78 10.17
Total 759.93 686.27 430.03 216.56
Finance costs excludes ₹ 165.94 (March 31, 2023: ₹ 77.94, March 31, 2022: ₹ 46.43, March 31, 2021: ₹ 141.80 towards cost of qualifying asset

31 Depreciation and amortisation expenses

For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Depreciation of property, plant and equipment 577.28 525.54 270.95 113.34
Depreciation on Investment Property 0.46 0.61 0.60 0.04
Amortisation of intangible assets 4.43 3.22 1.84 0.30
Amortisation of Right to use assets 8.29 2.96 2.62 2.73
Total 590.46 532.33 276.01 116.41

32 Other Expenses
For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Power and fuel 455.29 353.06 151.32 30.78
Manpower expenses 236.32 191.76 107.22 48.69
Carriage outwards 143.43 42.86 73.61 64.27
Provision for Warranty (net) 85.00 - - 54.60
Provision for doubtful debts 66.38 53.36 36.19 22.80
Foreign exchange loss (net) 39.45 199.70 61.97 -
Legal and professional fees 33.76 44.45 48.68 56.58
Rates and taxes 23.26 26.80 37.93 22.57
Advertising expenses 36.39 7.17 - -
Sales commission 50.51 - - -
Insurance 33.50 33.72 24.37 16.72
Annual maintenance charges 16.91 19.22 27.96 26.52
Repairs and maintenance 19.59 9.30 22.28 43.55
Rent 11.31 12.78 7.27 8.05
Audit fees (Refer Note (i) below) 5.65 7.31 5.50 2.04
Bad debts/ Assets written off 7.05 2.36 32.30 24.86
CSR Expenditure expense (Refer note 34) 3.44 8.20 6.86 15.86
Loss on Sale of Property, plant and equipment 0.14 - - -
Provision for impairment of investment - 2.33 - -
Miscellaneous expenses 76.87 55.40 56.41 59.07
Total 1,344.25 1,069.78 699.87 496.96

For the period ended For the year ended For the year ended For the year ended
Note(i) : Audit Fees
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
- Statutory audit 5.25 7.00 5.50 2.04
- Other services 0.17 0.24 - -
- Reimbursement of expenses 0.23 0.07 - -
Total 5.65 7.31 5.50 2.04

33 Other Comprehensive income

For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021

A Items that will not be reclassified to profit or loss

Remeasurement of (losses)/ gains on defined benefit plans (3.41) 1.88 (0.16) 4.55
Income tax relating to items that will not be reclassified to profit or loss 0.74 (0.44) 0.04 (1.15)
B Items that will be reclassified to profit or loss - - - -
Change in fair value of investment carried at fair value through othercomprehensive income 7.39 - - (3.85)
Income tax relating to items that will be reclassified to profit or loss (1.86) - - -
Total Other Comprehensive Income 2.86 1.44 (0.12) (0.45)

327
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

34 Corporate social responsibility

As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been formed by the Group and the amount needs to be spent by the Group for the year is 2% of average
net profits for previous three financial years, calculated as per Section 198 of the Companies Act, 2013. The nature of CSR activities undertaken by the company includes promoting education, health care and
environmental sustainability. All these activities are covered under Schedule VII to the Companies Act, 2013. The details of amount spent are:
For the period ended For the year ended For the year ended For the year ended
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Amount required to be spent by the company during the period/ year 3.44 5.03 9.43 11.44
Amount of expenditure incurred 0.59 8.20 6.86 15.86
Shortfall at the end of the period/ year 2.85 - 2.57 -
Total of previous years shortfall (Refer note below) - - - -
Reason for shortfall NA NA NA NA
Nature of CSR activities Promoting education, health care and environmental sustainability
Details of related party transactions, e.g. Contribution to a Premier Foundation controlled by the Group in - 0.14 3.56 12.39
relation to CSR expenditure as per relevant Accounting Standard

Where a provision is made with respect to a liability incurred by entering into a contractual obligation, the 2.85 - 2.57 -
movements in the provision
Note:
During the period ended December 31, 2023, the Group had spent ₹ 0.59 as against mandatory requirement of ₹ 3.44. Consequent to the Companies (Corporate Social Responsibility Policy) Amendment Rules,
2021, shortfall of ₹ 2.85 is set off from the excess amount spent in the previous year ended March 31, 2023 in accordance with the provisions of the Act.
During the year ended March 31, 2022, the Group had spent ₹ 6.86 as against mandatory requirement of ₹ 9.43. Consequent to the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021,
shortfall of ₹ 2.57 is set off from the excess amount spent in the previous year ended March 31, 2021 in accordance with the provisions of the Act.

35 Restated Earnings per share

Basic EPS amounts are calculated by dividing the profit for the year attributable to shareholders by the weighted average number of shares outstanding during the year. Diluted EPS amounts are calculated by
dividing the profit attributable to shareholders by the weighted average number of shares outstanding during the year plus the weighted average number of shares that would be issued on conversion of all the
dilutive potential shares into share capital.

The following table sets forth the computation of basic and diluted earnings per share:

For the period ended For the year ended For the year ended For the year ended
Particulars December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Restated Profit / (Loss) after tax for calculating basic earnings per share 1,274.02 (128.05) (143.60) 234.79
Add: Interest on Compulsory Convertible Debentures - - - -
Profit / (Loss) after tax for calculating diluted earnings per share 1,274.02 (128.05) (143.60) 234.79

Weighted average number of equity shares in computing basic earnings per share 26,34,58,334 26,34,58,334 25,66,65,507 24,92,12,716
Add: Effect of dilution
No of Compulsory Convertible Debentures (refer note below) 8,80,00,000 - - NA
Weighted average number of equity shares in computing diluted earnings per share 35,14,58,334 26,34,58,334 25,66,65,507 24,92,12,716

Face value of each equity share (₹) 1 1 1 1

Restated Earnings per share

`Basic (₹ /share) 4.84 (0.48) (0.56) 0.94
`Diluted (₹ /share) 3.62 (0.48) (0.56) 0.94

Note:
Compulsory Convertible Debentures were issued during the year ended March 31, 2022. These are not considered for the year ended March 31, 2023 and March 31, 2022 for calculation of diluted EPS since they
are anti-dilutive in nature.

328
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

36 Employee benefits
Defined benefit plan: Gratuity
The Group operates a defined benefit plan, viz., gratuity for its employees. Under the gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure @ 15 days of
the last drawn salary for each completed year of service. The Group has an unapproved gratuity fund which is maintained with Life insurance Corporation of India.

The following tables shows a reconciliation from the opening balances to the closing balances for the net defined benefit (asset) liability and its components.

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Assets and Liabilities recognised in the Consolidated Balance Sheet 27.88 17.36 13.73 10.21

Split of current and non-current portion is as follows:

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Current portion 5.06 3.52 4.45 3.61
Non-current portion 22.82 13.84 9.28 6.60
(Assets) / liability recognised in the Consolidated Balance Sheet 27.88 17.36 13.73 10.21

For the period For the year ended For the year ended For the year ended
Change in defined benefit obligations ended March 31, 2023 March 31, 2022 March 31, 2021
December 31, 2023
Projected benefit obligations at beginning of the period/ year 23.92 20.46 16.26 12.06
Current service cost 6.48 1.45 4.36 2.83
Past service cost - - - 5.16
Interest cost 1.30 4.77 0.35 1.00
Expected return on planned assets (0.02) - - (0.24)
Benefits paid by the Group (0.75) (0.88) (0.66) -
Actuarial (gain)/ loss recognised in other comprehensive income 3.29 (1.88) 0.16 (4.55)
Defined benefit obligations at the end of the period/ year 34.22 23.92 20.46 16.26

For the period For the year ended For the year ended For the year ended
Change in the fair value of Plan Assets ended March 31, 2023 March 31, 2022 March 31, 2021
December 31, 2023
Opening fair value of plan assets for the period/ year 6.56 6.73 6.05 6.72
Actual return on plan assets 0.36 (0.50) (0.31) -
Contributions - 1.22 1.66 -
Interest income - 0.42
Expected return on planned assets - (0.35)
Remeasurement - return on assets ( Excluding Interest Income) (0.12) -
Benefits paid (0.46) (0.89) (0.67) (0.74)
Closing fair value of plan assets for the period/ year 6.34 6.56 6.73 6.05

For the period For the year ended For the year ended For the year ended
Expense recognised Restated Consolidated Statement of Profit and Loss ended March 31, 2023 March 31, 2022 March 31, 2021
December 31, 2023
Cost for the period/ year
Current service cost 6.48 5.36 4.36 3.27
Past service cost - - - 4.71
Interest cost 0.99 - - 0.77
Benefits paid 0.32 - - -
Expected return on plan assets (0.04) 1.00 (0.96) -
Expense recognised in the Restated Consolidated Statement of Profit and Loss 7.75 6.36 3.40 8.75

For the period For the year ended For the year ended For the year ended
Expense recognised in other comprehensive income ended March 31, 2023 March 31, 2022 March 31, 2021
December 31, 2023
Remeasurement of (losses)/ gains on defined benefit plans (3.41) 1.88 (0.16) 4.55

Sensitivity Analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts
shown below:
For the period For the year ended For the year ended For the year ended
Particulars ended March 31, 2023 March 31, 2022 March 31, 2021
December 31, 2023
Under base scenario 34.21 20.46 16.26 15.81
Salary Escalation - Up by 1% 36.39 21.59 28.51 17.51
Salary Escalation - Down by 1% 32.23 19.41 25.19 15.17
Withdrawal rates - Up by 1% 33.72 20.25 26.70 16.20
Withdrawal rates - Down by 1% 34.75 20.68 26.81 16.32
Discount rates - Up by 1% 32.13 19.39 25.17 15.16
Discount rates - Down by 1% 36.61 21.65 28.58 17.54

Assumptions
For the period For the year ended For the year ended For the year ended
Particulars ended March 31, 2023 March 31, 2022 March 31, 2021
December 31, 2023
Discount rate per annum 7.49% 7.57% 7.37% 6.89%
Expected salary increase per annum 9.17% 10.00% 10.00% 7%
Disability rate 0.00% 0.00% 0.00% 0.00%
Mortality rate 100.00% 100.00% 100.00% 100.00%

The estimates of future salary increases, considered in the actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment
The overall expected rate of return on assets is determined based on the actual rate of return during the current period/ year

Maturity profile of defined benefit obligation

For the period For the year ended For the year ended For the year ended
Particulars ended March 31, 2023 March 31, 2022 March 31, 2021
December 31, 2023
Year 1 5.15 3.54 4.45 3.61
Year 2 3.35 3.03 2.09 1.36
Year 3 3.88 3.30 2.05 1.26
Year 4 4.14 3.37 2.29 1.28
Year 5 3.97 3.68 2.19 1.36
Year 6 3.59 3.21 2.01 1.17
Year 7 3.31 2.84 1.82 1.15
Year 8 2.78 2.59 1.67 1.09
Year 9 2.77 2.35 1.64 1.03
Year 10 2.85 2.07 1.63 1.13

329
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

37 Share based payment

Premier Energies Limited Employees Stock Option Plan 2021 Scheme

The establishment of the Premier Energies Limited ESOP Scheme 2021 ('Plan'/ 'ESOP 2021') was approved by the Board of Directors in the meeting held on September 04, 2021 and by
the members in the Extra Ordinary General Meeting held on September 09, 2021 . The plan is designed to provide incentives to the eligible employees. The ESOP scheme shall be
administered by Nomination and Remuneration committee through the PEL ESOP Trust ('Trust') set up by the Group.

Participation in the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. The maximum number of options
available for grant under the plan shall be 11,000,000.

Options are granted under the plan for no consideration and carry no dividend or voting rights. The options granted shall vest in a graded manner between completion of 1 year up to 3
years of service from the grant date, unless specific details are laid out by the administrator. Once vested, the options remain exercisable for a period of 7 years. The exercise price of the
share underlying an option shall be ₹ 27 per share. When exercised, each option is convertible into one equity share.

The Company has issued 3,862,050 equity shares @ ₹ 20/- per equity share of ₹ 1/- face value on September 17, 2021 and 1,627,521 equity shares @ ₹ 20.05/- per equity share of ₹ 1/-
face value on September 28, 2021 to the Trust for the purpose of further issuance to the employees in lieu of the stock options that shall be granted to identified employees. The said
shares are treated as Treasury shares (Refer Note 15(v)).

Employees of the Group receive remuneration in the form of share-based payments in consideration of the services rendered. Under the equity settled share based payment, the fair value
on the grant date of the award given to employees is recognised as ‘employee benefit expenses’ with a corresponding increase in equity over the vesting period. The fair value of the
options at the grant date is calculated by an independent valuer basis scenario based method and Black Scholes model. At the end of each reporting period, apart from the non-market
vesting conditions, the expense is reviewed and adjusted to reflect changes to the level of options expected to vest.

Exercise period

Scheme Grant Number of options Year 1 (30%) Year 2 (30%) Year 3 (40%)
ESOP 2021 Grant 1 1,06,86,000 February 01, 2023 February 01, 2024 February 01, 2025
ESOP 2021 Grant 2 1,83,000 October 19 2023 October 19 2024 October 19 2025
ESOP 2021 Grant 3 50,000 December 20 2023 December 20 2024 December 20 2025
ESOP 2021 Grant 4 26,71,000 November 18 2024 November 18 2025 November 18 2026

Scheme Date of Grant Number of options Exercise price Weighted Average

granted Fair value of
option at grant date
ESOP 2021 February 01, 2022 1,06,86,000 27.00 5.23
ESOP 2021 October 19 2022 1,83,000 27.00 7.32
ESOP 2021 December 20 2022 50,000 27.00 7.32
ESOP 2021 November 18 2023 26,71,000 27.00 63.05

Details of the share options outstanding during the period/ year are as follows:

As at December 31, 2023 As at March 31, 2023

Number of options Weighted average Number of options Weighted average
Particulars exercise price exercise price
Outstanding at the beginning of the period/ year 75,60,000 27.00 1,04,62,000 27.00
Granted during the period/ year 26,71,000 27.00 2,33,000 27.00
Forfeited / lapsed during the period/ year 8,01,000 27.00 31,35,000 27.00
Exercised during the period/ year - - - -
Outstanding at the end of the period/ year 94,30,000 27.00 75,60,000 27.00
Exercise price of the stock options ₹ 27 ₹ 27

As at March 31, 2022 As at March 31, 2021

Number of options Weighted average Number of options Weighted average
Particulars exercise price exercise price
Outstanding at the beginning of the year - - - -
Granted during the year 1,06,86,000 27.00 - -
Forfeited / lapsed during the year 2,24,000 27.00 - -
Exercised during the year - - - -
Outstanding at the end of the year 1,04,62,000 27.00 - -
Exercise price of the stock options ₹ 27 -

The Black Scholes valuation model has been used for computing the weighted average fair value considering the following inputs:

Particulars Grant 4 Grant 3 Grant 2 Grant 1

Weighted average cost of capital 13.21% 11.55% 11.55% 11.25%
Expected life 3 years 3 years 3 years 3 years
Risk free rate 7.47% 7.29% 7.29% 5.59%
Volatility 43% 53% 53% 60%
Dividend yield 0% 0% 0% 0%
Share price 27 27 27 27
Exercise price 27 27 27 27

The Group has recognised total expenses of ₹ 15.73 for the period ending December 31, 2023 (March 31, 2023: ₹ 12.50, March 31, 2022: ₹ 2.47, March 31, 2021: ₹ Nil) related to equity
settled share based payment transactions.

38 Trade Payables (Details of dues to Micro, Small and Medium Enterprises as per MSMED Act, 2006):

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
The principal amount due thereon (to be shown separately) remaining unpaid to any supplier 108.95 142.52 207.34 83.38
as at the end of each accounting period/ year
The amount of interest paid by the buyer in terms of Section 16, of the Micro Small and Medium - - - -
Enterprise Development Act, 2006 along with the amounts of the payment made to the supplier
beyond the appointed day during each accounting year
The amount of interest due and payable for the period of delay in making payment (which have - - - -
been paid but beyond the appointed day during the period/ year) but without adding the interest
specified under Micro Small and Medium Enterprise Development Act, 2006.
The amount of interest accrued and remaining unpaid at the end of each accounting period/ year; 6.16 8.14 9.90 1.47
and
The amount of further interest remaining due and payable even in the succeeding years, until - - - -
such date when the interest dues as above are actually paid to the small enterprise for the
purpose of disallowance as a deductible expenditure under Section 23 of the Micro Small and
Medium Enterprise Development Act, 2006.

330
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

39 Contingent Liabilities

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
a) Outstanding bank guarantees 2,112.60 3,884.38 155.48 161.76
b) Claims arising from disputes not acknowledged as debts – direct taxes 33.53 44.11 44.11 15.01
c) Claims arising from disputes not acknowledged as debts – indirect taxes 69.85 72.77 70.71 10.44
d) Corporate guarantee given for the borrowings taken by the Group 12,523.90 7,259.00 5,389.00 1,805.00
e) Comfort letter given for the borrowings taken by the Group 2,435.40 229.40 - -

f) As on December 31, 2023, the company has a contingent liability of ₹ 809.87 (March 31, 2023: ₹ 407.66, March 31, 2022: ₹ Nil, March 31, 2021: ₹ Nil ) towards customs duty and goods
and services tax for capital goods imported under the manufacturing and other operation in Warehouse Regulation (MOOWR) scheme against which the company has executed and utilized
bond as at December 31, 2023 amounting to ₹ 2,429.61 (March 31, 2023: ₹ 1,222.98, March 31, 2022: ₹ Nil, March 31, 2021: ₹ Nil). The firm liability towards such custom duty shall be
contingent upon conditions at the time of filing ex-bond bill of entry at the time of disposal. In case, the company decides to export such capital goods, the associated costs shall not be
significant . Based on the Company's assessment of use of capital goods, management expects that liability will not arise for the same.

Capital commitments

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Estimated amount of contracts remaining to be executed on capital account and not provided for 138.37 12,797.48 863.04 -

40 Lease : Group as lessee

The Group’s lease asset classes primarily consist of leases for certain office facilities under cancellable lease arrangements. The Group evaluates if an arrangement qualifies to be a lease
as per the requirements of Ind AS 116. Identification of a lease requires significant judgment. The Group uses significant judgement in assessing the lease term (including anticipated
renewals) and the applicable discount rate.
The Group determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the Group is reasonably certain to
exercise that option; and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. In assessing whether the Group is reasonably
certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the
Group to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Group revises the lease term if there is a change in the non-cancellable period of a
lease.

The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of all assets that have a lease term of 12 months or less.

The following are the changes in the carrying value of right of use assets for the period ended December 31, 2023, year ended March 31, 2023 ,March 31, 2022, March 31, 2021.

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Balance at the beginning of the period/ year 4.20 7.16 9.36 12.09
Additions 99.81 - - -
Remeasurement of Right-of-use Asset - - 0.42 -
Early termination of lease (3.71) - - -
Amortisation (8.29) (2.96) (2.62) (2.73)
Balance at the end of the period/ year 92.01 4.20 7.16 9.36

The amortisation on ROU assets is included under depreciation and amortisation expense in the restated consolidated statement of profit and loss.

The following is the movement in lease liabilities during the period ended December 31, 2023 and year ended March 31, 2023 , March 31, 2022, March 2021.

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Balance at the beginning of the period/ year 4.44 7.08 7.83 9.44
Additions 96.33 - - -
Remeasurement of Lease Liability - - 1.68 -
Early termination of lease (3.97) - - -
Finance cost accrued during the period/ year 3.03 0.47 0.63 0.91
Payment of lease liabilities (7.93) (3.11) (3.06) (2.52)
Balance at the end of the period/ year 91.90 4.44 7.08 7.83

The following is the break-up of current and non-current lease liabilities as at December 31, 2023, March 31, 2023, March 31, 2022 and March 31, 2021.

As at As at As at As at
Particulars December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Non Current Lease Liabilities 77.33 1.38 4.43 5.31
Current Lease Liabilities 14.57 3.06 2.65 2.52
Total 91.90 4.44 7.08 7.83

The table below provides details regarding the contractual maturities of lease liabilities as at December 31, 2023, March 31, 2023, March 31, 2022 and March 31, 2021 on
discounted basis.
As at As at As at As at
Particulars December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Within one year 14.57 3.06 2.65 2.52
After one year but not more than five years 77.33 1.38 4.43 5.31
More than five years - - - -
Total 91.90 4.44 7.08 7.83

For the period For the year ended For the year ended For the year ended
Amount recognised in statement of profit and loss account ended March 31, 2023 March 31, 2022 March 31, 2021
December 31, 2023
Amortisation of right of use assets 8.29 2.96 2.62 2.73
Interest on lease liabilities 3.03 0.47 0.63 0.91
Expenses relating to short term leases 11.31 12.78 7.27 8.05

For the period For the year ended For the year ended For the year ended
Amount recognised in statement of cashflow ended March 31, 2023 March 31, 2022 March 31, 2021
December 31, 2023
Total cash outflow for leases - principal 4.90 2.64 2.43 1.61
Total cash outflow for leases - interest 3.03 0.47 0.63 0.91
7.93 3.11 3.06 2.52

331
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

41 Segment Reporting

41.1 Identification of Reportable Segments:

Segments are identified in line with Indian Accounting Standard (Ind AS) 108 “Operating Segments”, taking into consideration the internal organisation and management structure as well as
the differential risk and returns of each of the segments. Operating segments are components of the Group whose operating results are regularly reviewed by the Group’s Chief Operating
Decision Maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance and for which discrete information is available. Based on the
Group’s business model of vertical integration, Solar energy market have been considered as a single business segment for the purpose of making decisions on allocation of resources and
assessing its performance. Hence, no separate financial disclosures provided in respect of its single business segment.

Operations of the Group are managed from different locations each of these locations are aggregated based on exchange control regulations; and the underlying currency risk. Accordingly,
the following have been identified as operating and reportable segments: (a) “Within India”, and (b) “Outside India”. In presenting geographic information, segment revenue has been based
on the location of the customer and segment assets are based on geographical location of assets.

(i) Break up of revenue based on geographical segment

For the period

For the year ended For the year ended For the year ended
Particulars ended
March 31, 2023 March 31, 2022 March 31, 2021
December 31, 2023
Within India 16,727.13 14,210.38 7,360.60 6,923.92
Outside India 3,444.93 74.96 68.11 90.66
Total 20,172.06 14,285.34 7,428.71 7,014.58

(ii) The carrying amount of Non current operating assets by location of assets

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Within India 13,698.62 10,549.47 6,771.32 5,319.64
Outside India - - - -
Total 13,698.62 10,549.47 6,771.32 5,319.64

Major customers
Revenue from one customer of the Group represents 11.52% (March 31, 2023: three customers represents 40.95%, March 31, 2022: One customer represents 19.83%, March 31, 2021:
two customers represents 26.88%) of the Group's total revenue.

332
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

42 Business Combination
42.1 Acquisition of stake in Premier Energies International Private Limited:
During the year ended March 31, 2022, the Parent acquired 7,400 equity shares (74% stake) of face value ₹ 10 each for a consideration of ₹ 0.07. By virtue, the parent company is able to exercise
control on Premier Energies International Private Limited, the same is consolidated in these financial information in accordance with Ind AS 110 from the date of obtaining control, i.e. September
18, 2021. The principal activity of the Company is manufacturing of solar cells and modules.

Fair value as on
Component
acquisition date

Non-current assets 0.01

Current assets 0.08
Total Assets (i) 0.09
Non-current Liabilities -
Current Liabilities 0.07
Total Liabilities (ii) 0.07
Fair value of identifiable net assets (i-ii) 0.02
Goodwill 0.06
Less : Non Controlling Interest 0.01
Total Purchase Price 0.07

42.2 Demerger of investment division of Premier Solar Powertech Private Limited

The Hon’ble National Company Law Tribunal (“Hon’ble NCLT”) vide its order dated April 16, 2021 approved the Composite Scheme of arrangement between Premier Solar Powertech Private
Limited, Brightstone Developers Private Limited and their respective shareholders ('the order') to demerge the Investment division ('demerged business') of Premier Solar Powertech Private Limited
to Brightstone Developers Private Limited.

As per the order, the scheme has been considered in the consolidated financial statements by transferring the carrying amounts of net assets pertaining to the demerged business with effect from
the appointed date i.e. April 01, 2020. As per the accounting treatment approved in the scheme, the carrying amount of net assets amounting to ₹ 299.13, as on April 01, 2020, pertaining to
demerged business of Premier Solar Powertech Private Limited transferred to Brightstone Developers Private Limited was adjusted against retained earnings of the Premier Solar Powertech
Private Limited. The similar accounting treatment is followed for the purposes of consolidation
The Group has accounted the impact of demerger into retained earnings amounting to ₹ 299.13 as per the Hon’ble NCLT order dated April 16, 2021. Had the relevant Indian Accounting standards,
were followed, the impact of demerger should have been debited to the restated consolidated statement of profit and loss.

333
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

43 Related Party Disclosures

A Ownership Interests
Ownership Interest
Place of For the period ended For the year ended For the year ended For the year ended
S No Name Type
Incorporation December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
1 Premier Energies Photovoltaic Private Limited Subsidiary India 100% 100% 100% 100%
2 Premier Solar Powertech Private Limited Subsidiary India 100% 100% 100% 51%
3 Premier Photovoltaic Gajwel Private Limited Subsidiary India 100% 100% 100% 100%
4 Premier Photovoltaic Zaheerabad Private Limited Subsidiary India 100% 100% 100% 100%
5 Premier Energies Global Environment Private Limited Subsidiary India 100% 100% 100% -
6 Premier Energies International Private Limited Subsidiary India 74% 74% 74% -
7 Premier Tirupathi Solar Private Limited (till March 18, 2021) Subsidiary India - - - -
8 Premier Energies Photovoltaic LLC Subsidiary USA 100% 100% - -
9 IBD Solar Powertech (Pvt). LTD Subsidiary Bangladesh 100% 100% 100% 100%
10 Mavyatho Ventures Private Limited Associate India 30% 30% 30% 30%
11 Brightstone developers Private Limited Associate India 28.01% 28.01% 28.01% 17.57%
12 Premier Lords Private Limited (till August 13, 2021) Associate India - - - 20.00%
13 Renovar Energy Private Limited Invested in Equity Instruments India 6.75% 6.75% 13.50% 13.50%
14 PEL ESOP Trust Trust promoted by the company India - - - -
15 Premier Foundation Trust promoted by the company India - - - -

B Key Management Personnel (KMP)

S No Name Relation
1 Surender Pal Singh Saluja Chairman & Whole Time Director
2 Chiranjeev Singh Saluja Managing Director
3 Abhishek Loonker Nominee Director
4 Sridhar Narayan Nominee Director
5 Rohan Mehta Independent Director
6 Uday Sudhir Pilani Independent Director
7 Priyanka Gulati Independent Director (w.e.f. March 12, 2024)
8 Jasbir Singh Gujral Independent Director (w.e.f. March 12, 2024)
9 Ragunathan Kannan Independent Director (w.e.f. March 12, 2024)
10 Revathi Rohini Buragadda Chief Financial Officer (till March 29, 2021), Director
11 Jasveen Kaur Saluja Director (till February 16, 2024)
12 Sudhir Moola Director
13 Mohan Preet Singh Khurana Director
14 Priyadarshan Sureshchandra Bhatewara Chief Financial Officer (w.e.f March 29, 2021 to March 31, 2023)
15 Nandkishore Khandelwal Chief Financial Officer (w.e.f September 1, 2023)
16 Sreenivasa Rao Ravella Company Secretary (w.e.f March 24, 2022)
17 Shruti Walia Company Secretary (w.e.f September 16, 2021 to March 25, 2022)
18 Shantipriya Ramesh Kalkur Company Secretary (till September 15, 2021)

C Enterprises over which Key Management Personnel exercise significant influence

Svarog Global Power Private Limited
Vensol (Nirna) Energy Private Limited
Vinsol (Hubli) Energy Private Limited
Vensol (Bidar) Energy Private Limited
Premier Kurnool Solar Private Limited
Renovar Energy Private Limited
AKR Construction (Solar) Private Limited
Saimeg Infrastructure Private Limited
Benten Developers Private Limited
Watertech Engineers
Premier e-sol Technologies
Premier Lords Private Limited (w.e.f August 13, 2021)
Niyathi Madasu Advisory Inc.

D Entities under common Key Management Personnel (KMP) or their relatives

Rainbow Associates
K V R Constructions
Primepack Supports Private Limited
Niyathi Madasu Advisory Inc.

E Relatives of Key Management Personnel

S No Name Relation
1 Manjit Kaur Spouse of Mr. Surenderpal Singh Saluja
2 Vivana Saluja Spouse of Mr. Chiranjeev Singh Saluja
3 Charandeep Saluja Spouse of Mrs. Jasveen Kaur Saluja
4 Ramesh Naidu Spouse of Mrs. Revathi Rohini Buragadda
5 Niyathi Naidu Daughter of Mrs. Revathi Rohini Buragadda
6 Kuldip Singh Saluja Brother of Mr. Surenderpal Singh Saluja
7 Bipindeep Singh Saluja Relative of Promoter Director
8 Visannya Saluja Relative of Promoter Director
9 Krishannk Saluja Relative of Promoter Director
10 Charanjeet Chowdhary Relative of Promoter Director

334
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

43 Related Party Disclosures

F (i) Related Party Transactions

For the period ended For the year ended For the year ended For the year ended
Description Name of the Party Nature of the relationship
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Sale of Goods Premier e-sol Technologies Enterprise over which Key Management personnel - - - 28.15
exercise significant influence
Premier Lords Private Limited Enterprise over which Key Management personnel - - 13.33 27.93
exercise significant influence
PCS Premier Energy Private Limited Enterprise over which Key Management personnel - - 3.49 -
exercise significant influence
Watertech Engineers Enterprise over which Key Management personnel - - 31.42 28.15
exercise significant influence
Svarog Global Power Private Limited Enterprise over which Key Management personnel - - 10.28 -
exercise significant influence
Saimeg Infrastructure Private Limited Enterprise over which Key Management personnel - - 0.03 -
exercise significant influence
K V R Constructions Enterprise over which Key Management personnel - - 0.04 -
exercise significant influence
Benten Developers Private Limited Enterprise over which Key Management personnel - - 17.00 -
exercise significant influence
Sale of Services Svarog Global Power Private Limited Enterprise over which Key Management personnel 5.47 - 7.31 17.03
exercise significant influence
Vensol (Bidar) Energy Private Limited Enterprise over which Key Management personnel 3.10 6.55 3.63 3.43
exercise significant influence
Vensol (Nirna) Energy Private Limited Enterprise over which Key Management personnel 3.10 3.92 3.63 3.36
exercise significant influence
Vinsol (Hubli) Energy Private Limited Enterprise over which Key Management personnel 2.15 2.74 2.56 2.36
exercise significant influence
Mavyatho Ventures Private Limited Associate 2.22 2.84 2.60 2.50
K V R Constructions Enterprise over which Key Management personnel 1.39 1.86 1.89 -
exercise significant influence
Rainbow Associates Enterprise over which Key Management personnel - - 0.05 -
exercise significant influence
Saimeg Infrastructure Private Limited Enterprise over which Key Management personnel 1.39 1.86 1.86 -
exercise significant influence
Premier e-sol Technologies Enterprise over which Key Management personnel - - - 15.58
exercise significant influence
Purchase of Goods Watertech Engineers Enterprise over which Key Management personnel - 3.40 15.78 77.79
exercise significant influence
Premier Lords Private Limited Enterprise over which Key Management personnel - - 15.63 42.66
exercise significant influence
Premier e-sol Technologies Enterprise over which Key Management personnel - - - 15.58
exercise significant influence
Purchase of services Primepack Supports Private Limited Enterprise over which Key Management personnel 13.85 4.03 - -
exercise significant influence
Brightstone Developers Private Limited Associate 6.89 8.74 6.32 -
Niyathi Madasu Advisory Inc. Enterprise over which Key Management personnel 11.31 - - -
exercise significant influence
Watertech Engineers Enterprise over which Key Management personnel - 0.08 0.08 0.16
exercise significant influence
Interest expense on Loan Chiranjeev Singh Saluja Managing Director - 2.86 0.65 0.19
taken Sudhir Moola Director 0.09 0.12 1.34 -
Surenderpal Singh Saluja Chairman & Whole Time Director - 0.03 0.11 -
Brightstone Developers Private Limited Associate 3.23 1.38 0.20 -
Interest Income on Loan Brightstone Developers Private Limited Associate - - 0.83 -
given Surenderpal Singh Saluja Chairman & Whole Time Director 1.66 0.78 - -
Mavyatho Ventures Private Limited Associate 0.07 - - 0.61

For the period ended For the year ended For the year ended For the year ended
Description Name of the Party Nature of the relationship
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Purchase of Investments in Mavyatho Ventures Private Limited Associate - - - 6.10
AKR Construction (Solar) Private Limited Enterprise over which Key Management personnel - - 0.53 -
exercise significant influence
Sale of investments of Renovar Energy Private Limited Enterprise over which Key Management personnel - 4.64 - -
exercise significant influence
Premier Lords Private Limited Enterprise over which Key Management personnel - - 0.24
exercise significant influence
AKR Construction (Solar) Private Limited Enterprise over which Key Management personnel - 0.27 - -
exercise significant influence
Consultancy charges Ramesh Naidu Relative of Key Managerial Personnel - - 2.06 0.71
Kuldip Singh Saluja Relative of Key Managerial Personnel - - - 0.83
Contribution towards CSR Premier Foundation Trust promoted by the company - 2.19 3.56 12.39
Reimbursement of expenses Surenderpal Singh Saluja Chairman & Whole Time Director 0.79 0.10 0.32 0.09
Chiranjeev Singh Saluja Managing Director 2.14 5.13 0.28 0.25
Purchase of asset Niyathi Naidu Relative of Key Managerial Personnel - - 15.96 34.20
Ramesh Naidu Madasu Relative of Key Managerial Personnel - - 18.00 -
Loans taken Chiranjeev Singh Saluja Managing Director - 21.85 34.85 10.00
Sudhir Moola Director - - 7.56 20.00
Brightstone Developers Private Limited Associate 1.50 40.45 - 15.60
Surenderpal Singh Saluja Chairman & Whole Time Director - 0.31 0.10 -
Loans repaid during the year Sudhir Moola Director - - 26.30 -
Brightstone Developers Private Limited Associate 20.87 - 15.60 -
Chiranjeev Singh Saluja Managing Director - 14.00 59.24 0.05
Surenderpal Singh Saluja Chairman & Whole Time Director - - 3.45 -
Loan given during the year Mavyatho Ventures Private Limited Associate 2.50 - - -
Surenderpal Singh Saluja Chairman & Whole Time Director - 21.99 - -
Remuneration paid Surenderpal Singh Saluja Chairman & Whole Time Director 4.81 6.45 6.45 5.48
Chiranjeev Singh Saluja Managing Director 6.29 8.40 8.40 8.40
Jasveen Kaur Director 1.31 1.20 1.20 1.20
Revathi Rohini Buragadda Director 2.40 2.91 1.80 1.80
Sudhir Moola Director 4.94 6.00 6.00 6.15
Mohan Preet Singh Khurana Director 1.74 1.74 1.70 -
Priyadarshan Sureshchandra Bhatewara Chief Financial Officer (w.e.f March 29, 2021 to - 11.37 5.75 -
March 31, 2023)
Nandkishore Khandelwal Chief Financial Officer (w.e.f September 1, 2023) 5.49 - - -

Kalkur Shantipriya Company Secretary (till September 15, 2021) - - 0.50 -

Shruti Walia Company Secretary (w.e.f from September 16, - - 0.62 -
2021 to March 25, 2022)
Sreenivas Rao Ravella Company Secretary (w.e.f March 24, 2022) 2.11 2.60 0.05 -
Director sitting fees Rohan Mehta Independent Director 0.10 0.06 0.23 -
Uday Sudhir Pilani Independent Director 0.07 0.04 0.23 -

335
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

(ii) Transactions between Subsidiaries*

Premier Energies Limited

Description Name of the Party For the period ended For the year ended For the year ended For the year ended
Nature of relationship
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Premier Solar Powertech Private Limited Subsidiary 17.33 2.76 30.52 7.33
Sale of Goods Premier Energies Photovoltaic Private Limited Subsidiary 4,798.93 2,761.63 1,467.73 15.93
Premier Energies International Private Limited Subsidiary 138.28 - - -
Premier Solar Powertech Private Limited Subsidiary - - 0.15 35.13
Purchase of Goods
Premier Energies Photovoltaic Private Limited Subsidiary 1,711.88 2,137.60 1,415.55 69.04
Premier Energies Photovoltaic Private Limited Subsidiary 27.38 8.71 - 0.07
Premier Energies Global Environment Private Limited Subsidiary 0.91 - - -
Sale of services
Premier Energies International Private Limited Subsidiary 41.54 - - -
Premier Solar Powertech Private Limited Subsidiary 0.97 - - 34.56
Premier Solar Powertech Private Limited Subsidiary 5.69 6.61 18.26 26.76
Purchase of services
Premier Energies Photovoltaic Private Limited Subsidiary - 28.33 41.70 1.49
Guarantee commission Premier Energies Photovoltaic Private Limited Subsidiary 5.74 - - -
Interest income on loan Premier Solar Powertech Private Limited Subsidiary 1.81 - - -
given Premier Photovoltaic Zaheerabad Private Limited Subsidiary 0.10 - - -
Premier Energies Global Environment Private Limited Subsidiary 9.76 9.11 - -
Premier Energies Photovoltaic Private Limited Subsidiary 5.90 - - -
Premier Energies International Private Limited Subsidiary 57.89 63.96 - -
Premier Photovoltaic Gajwel Private Limited Subsidiary - - 0.85 -
Interest received on loan Premier Photovoltaic Gajwel Private Limited
given Subsidiary - - 0.85 -
Conversion of interest Premier Energies Global Environment Private Limited
Subsidiary
accrued to investments 14.31 - - -
Miscellaneous Income Premier Energies Photovoltaic Private Limited Subsidiary - - 11.88 -
Premier Energies International Private Limited Subsidiary - 1.56 - -
Sale of assets
Premier Energies Photovoltaic Private Limited Subsidiary - - 141.68 107.93
Premier Energies Photovoltaic Private Limited Subsidiary - 11.10 41.46 49.57
Premier Solar Powertech Private Limited Subsidiary - 1.68 4.01 -
Premier Photovoltaic Gajwel Private Limited Subsidiary - - 0.67 -
Other income
Premier Photovoltaic Zaheerabad Private Limited Subsidiary - - 0.67 -
Premier Energies Global Environment Private Limited Subsidiary - 0.34 0.80 -
Premier Energies International Private Limited Subsidiary - 61.52 18.43 -
Interest income on
Compulsory Convertible Premier Energies Photovoltaic Private Limited Subsidiary
Debentures - 92.62 90.69 10.54
Conversion of interest
income on Compulsory
Premier Energies Photovoltaic Private Limited Subsidiary
Convertible Debentures to
Investments - 174.46 - -
Premier Energies Photovoltaic Private Limited Subsidiary - 77.00 106.80 38.80
Premier Solar Powertech Private Limited Subsidiary - - 153.85 -
Purchase of Investments Premier Energies Global Environment Private Limited Subsidiary - - 0.10 -
Premier Photovoltaic Gajwel Private Limited Subsidiary - - 99.45 -
Premier Energies International Private Limited Subsidiary - 122.03 266.47 -
Conversion of Compulsory
Convertible Debentures into Premier Energies Photovoltaic Private Limited
investments
Subsidiary - 922.50 - -
Subscription to Compulsory Premier Energies International Private Limited Subsidiary - 906.50 - -
Convertible Debentures Premier Energies Photovoltaic Private Limited Subsidiary - - 216.10 387.65
Premier Energies International Private Limited Subsidiary 2.72 7.84 - -
Interest expenses
Premier Photovoltaic Gajwel Private Limited Subsidiary 1.09 0.50 - -
Premier Solar Powertech Private Limited Subsidiary 50.00 - - -
Premier Energies International Private Limited Subsidiary - - 0.75 -
Premier Photovoltaic Zaheerabad Private Limited Subsidiary - 1.50 - -
Loan given
Premier Energies Photovoltaic Private Limited Subsidiary - 85.00 - -
Premier Photovoltaic Gajwel Private Limited Subsidiary - - 1.00 30.00
Premier Energies Global Environment Private Limited Subsidiary 261.62 141.96 4.23 -
Premier Energies Photovoltaic Private Limited Subsidiary 12.50 - - -
Premier Solar Powertech Private Limited Subsidiary 30.00 - - -
Loan repayments received Premier Energies International Private Limited Subsidiary - - 0.75 -
Premier Photovoltaic Zaheerabad Private Limited Subsidiary 0.55 - - -
Premier Photovoltaic Gajwel Private Limited Subsidiary - - 31.46 -
Conversion of loans given Premier Energies Global Environment Private Limited
into investment Subsidiary 359.28 4.23 - -
Loans taken Premier Photovoltaic Gajwel Private Limited Subsidiary - 14.00 - -
Premier Energies International Private Limited Subsidiary 123.70
Loans repaid during the year Premier Energies International Private Limited
Subsidiary 93.70 30.00 - -
Advance repayments Premier Photovoltaic Gajwel Private Limited
received Subsidiary - - 2.74 -
Advances given Premier Photovoltaic Gajwel Private Limited Subsidiary - - - 2.74
Comfort letter given Premier Energies Photovoltaic Private Limited Subsidiary 900.00 222.90 - -
Premier Energies Global Environment Private Limited Subsidiary 1,312.50 - - -
Corporate Gurantee Given Premier Energies International Private Limited Subsidiary 1,950.00 - - -
Premier Energies Photovoltaic Private Limited Subsidiary 3,314.90 1,870.00 3,584.00 1,687.50

Premier Solar Powertech Private Limited

Name of the Party For the period ended For the year ended For the year ended For the year ended
Description Nature of relationship
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Premier Energies Limited Holding Company - - 0.15 35.13
Sale of Goods
Premier Energies Photovoltaic Private Limited Fellow subsidiary - - - 0.27
Premier Energies International Private Limited Fellow subsidiary 17.61 49.00 10.70 -
Premier Energies Limited Holding Company 5.69 6.61 18.26 26.76
Sale of services
Premier Energies Global Environment Private Limited Fellow subsidiary 5.06 - - -
Premier Energies Photovoltaic Private Limited Fellow subsidiary - - 6.85 0.84
Purchase of Goods Premier Energies Limited Holding Company 17.33 2.76 30.52 7.33
Purchase of Services Premier Energies Limited Holding Company - - - 34.56
Business support services Premier Energies Limited Holding Company 0.97 1.68 4.01 -
Interest expense on loan Premier Energies Limited Holding Company
taken 1.81 - - -
Loan repaid Premier Energies Limited Holding Company 30.00 - - -
Loan taken Premier Energies Limited Holding Company 50.00 - - -
Advances received Premier Energies International Private Limited Fellow subsidiary - - 11.77 -
Equity contribution received Premier Energies Limited Holding Company
- - 153.85 -

336
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

Premier Photovoltaic Gajwel Private Limited

Name of the Party For the period ended For the year ended For the year ended For the year ended
Description Nature of relationship
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Premier Energies Limited Holding Company - - 0.85 -
Interest expenses
Premier Energies Photovoltaic Private Limited Fellow subsidiary - - 3.27 -
Premier Energies Limited Holding Company - - 1.00 30.00
Loans taken
Premier Energies Photovoltaic Private Limited Fellow subsidiary - - - 64.00
Business support services Premier Energies Limited Holding Company - - 0.67 -
Premier Energies Limited Holding Company - - 31.46 -
Loans Repaid
Premier Energies Photovoltaic Private Limited Fellow subsidiary - - 64.00 -
Rental Income Premier Energies Photovoltaic Private Limited Fellow subsidiary 0.72 0.96 - -
Loans given Premier Energies Limited Holding Company - 14.00 -
Advance repayments Premier Energies Limited Holding Company - - 2.74 -
Advance received Premier Energies Limited Holding Company - - - 2.74
Interest income Premier Energies Limited Holding Company 1.09 0.50 - -
Equity contriubution Premier Energies Limited Holding Company
received - - 99.45 -

Premier Energies Photovoltaic Private Limited

Name of the Party For the period ended For the year ended For the year ended For the year ended
Description Nature of relationship
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Interest income Premier Photovoltaic Gajwel Private Limited Fellow subsidiary - - 3.27 -
Premier Solar Powertech Private Limited Fellow subsidiary - - 6.85 0.84
Purchase of services
Premier Energies Limited Holding Company 27.38 8.71 - 0.07
Business support services Premier Energies Limited Holding Company - 11.10 41.46 49.57
Loans given Premier Photovoltaic Gajwel Private Limited Fellow subsidiary - - - 64.00
Loans repayment recevied Premier Photovoltaic Gajwel Private Limited Fellow subsidiary - - 64.00 -
Loans repaid Premier Energies Limited Holding Company 12.50 - - -
Premier Energies Global Environment Private Limited Fellow subsidiary - 20.00 - -
Sale of services Premier Energies Limited Holding Company - 28.33 41.70 1.49
Premier Energies International Private Limited Fellow subsidiary 212.16 37.66 - -
Rental income Premier Energies International Private Limited Fellow subsidiary 19.86 22.06 - -
Rental expense Premier Energies Limited Holding Company - - 11.88 -
Premier Solar Powertech Private Limited Fellow subsidiary - - - 0.27
Purchase of goods Premier Energies International Private Limited Fellow subsidiary 11.55 - - -
Premier Energies Limited Holding Company 4,798.93 2,761.63 1,467.73 15.93
Interest expense on loan Premier Energies Limited Holding Company
taken 5.90 - - -
Guarantee commission Premier Energies Limited Holding Company
charges 5.74 - - -
Premier Energies International Private Limited Fellow subsidiary 85.83 - - -
Purchase of assets
Premier Energies Limited Holding Company - - 141.68 107.93
Loan taken Premier Energies Limited Holding Company - 85.00 - -
Equity contribution Premier Energies Limited Holding Company - 77.00 106.80 38.80
Interest expense towards Premier Energies Limited Holding Company
Compulsory Convertible
Debentures - 92.62 90.69 10.54
Interest accrued on Premier Energies Limited Holding Company
compulsory convertible
debentures converted to
equity - 174.46 - -
Rental expense Premier Photovoltaic Gajwel Private Limited Fellow subsidiary 0.72 0.96 - -
Issue of Compulsorily Premier Energies Limited Holding Company
convertible debentures - - 216.10 387.65
Conversion of compulsory Premier Energies Limited Holding Company
convertible debentures to
equity - 922.50 - -
Premier Energies Limited Holding Company 1,711.88 2,137.60 1,415.55 69.04
Sale of Goods
Premier Energies International Private Limited Fellow subsidiary 1,138.04 - - -
Comfort letter taken Premier Energies Limited Holding Company 900.00 222.90 - -
Corporate Guarantee taken Premier Energies Limited Holding Company 3,314.90 1,870.00 3,584.00 1,687.50

Premier Energies International Private Limited

Name of the Party For the period ended For the year ended For the year ended For the year ended
Description Nature of relationship
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Premier Solar Powertech Private Limited Fellow subsidiary 17.61 - - -
Purchase of services Premier Energies Limited Holding Company 41.54 - - -
Premier Energies Photovoltaic Private Limited Fellow subsidiary 212.16 - - -
Advances Given Premier Solar Powertech Private Limited Fellow subsidiary - - 11.77 -
Premier Energies Global Environment Private Limited Fellow subsidiary - 9.70 - -
Premier Energies Photovoltaic Private Limited Fellow subsidiary 19.86 22.06 - -
Rent expense
Premier Energies Global Environment Private Limited Fellow subsidiary 11.03 8.66 - -
Loan given Premier Energies Limited Holding Company - 123.70 - -
Loan recovered Premier Energies Limited Holding Company 93.70 30.00 - -
Loan taken Premier Energies Limited Holding Company 0.75
Loan repaid Premier Energies Limited Holding Company - - 0.75 -
Interest expense on loan Premier Energies Limited Holding Company
taken 57.89 63.96 - -
Interest income on loan Premier Energies Limited Holding Company
given 2.72 7.84 - -
Premier Energies Limited Holding Company 138.28 - - -
Purchase of goods
Premier Energies Photovoltaic Private Limited Fellow subsidiary 1,138.04 - - -
Sale of assets Premier Energies Photovoltaic Private Limited Fellow subsidiary 85.83 - - -
Premier Energies Limited Holding Company - 63.08 18.43 -
Purchase of assets Premier Solar Powertech Private Limited Fellow subsidiary - 49.00 10.70 -
Premier Energies Photovoltaic Private Limited Fellow subsidiary - 37.66 - -
Sale of goods Premier Energies Photovoltaic Private Limited Fellow subsidiary 11.55 - - -
Equity contriubution Premier Energies Limited Holding Company
received - 122.03 266.47 -
Corporate Guarantee taken Premier Energies Limited Holding Company 1,950.00 - - -
Compulsory Convertible Premier Energies Limited Holding Company
Debentures contribution
received - 906.50 - -

337
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

Premier Energies Global Environment Private Limited

Name of the Party For the period ended For the year ended For the year ended For the year ended
Description Nature of relationship
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Rental Income Premier Energies International Private Limited Fellow subsidiary 11.03 8.66 - -
Premier Energies Photovoltaic Private Limited Fellow subsidiary 20.00 - -
Purchase of assets
Premier Solar Powertech Private Limited Fellow subsidiary 5.06 - - -
Advance From Customers Premier Energies International Private Limited Fellow subsidiary - 9.70 - -
Purchase of services Premier Energies Limited Holding Company 0.91 - - -
Other expenses Premier Energies Limited Holding Company - 0.34 0.80 -
Interest expense on loan Premier Energies Limited Holding Company
taken 9.76 9.11 - -
Conversion of interest Premier Energies Limited Holding Company
accrued into equity 14.31 - - -
Issue of equity shares Premier Energies Limited Holding Company - - 0.10 -
Conversion of loans into Premier Energies Limited Holding Company
equity 359.28 4.23 - -
Loans taken Premier Energies Limited Holding Company 261.62 141.96 4.23 -
Comfort letter taken Premier Energies Limited Holding Company 1,312.50 - - -
Premier Photovoltaic Zaheerabad Private Limited
Name of the Party For the period ended For the year ended For the year ended For the year ended
Description Nature of relationship
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Interest expense Premier Energies Limited Holding Company 0.10 - - -
Business support services Premier Energies Limited Holding Company - - 0.67 -
Loans repaid Premier Energies Limited Holding Company 0.55 - - -
Loans taken Premier Energies Limited Holding Company - 1.50 - -
(iii) Balances receivable from / payable to related parties are as follows :
Name of the Party As at As at As at As at
Description Nature of relationship
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Trade Receivable Watertech Engineers Enterprise over which Key Management personnel - - 19.72 0.01
exercise significant influence
Mavyatho Ventures Private Limited Associate 0.57 1.15 0.50 -
Vinsol (Hubli) Energy Private Limited Enterprise over which Key Management personnel 0.26 - - -
exercise significant influence
Vensol (Bidar) Energy Private Limited Enterprise over which Key Management personnel 0.40 - - -
exercise significant influence
Vensol (Nirna) Energy Private Limited Enterprise over which Key Management personnel 0.40 - - -
exercise significant influence
Saimeg Infrastructure Private Limited Enterprise over which Key Management personnel 1.26 0.73 0.53 0.39
exercise significant influence
Benten Developers Private Limited Enterprise over which Key Management personnel - - 20.26 0.20
exercise significant influence
K V R Constructions Enterprise over which Key Management personnel 0.27 0.10 0.18 0.42
exercise significant influence
Svarog Global Power Private Limited Enterprise over which Key Management personnel 0.69 - - 0.88
exercise significant influence
Rainbow Associates Enterprise over which Key Management personnel - - - 0.66
exercise significant influence
Trade Payables Premier Lords Private Limited Enterprise over which Key Management personnel 0.17 0.17 9.33
exercise significant influence
Brightstone Developers Private Limited Associate 0.88 - 1.83 -
Loans from related parties Surenderpal Singh Saluja Chairman & Whole Time Director 0.41 0.41 0.10 3.45
Chiranjeev Singh Saluja Managing Director - 22.20 14.35 38.74
Sudhir Moola Director 1.26 1.26 1.26 20.00
Brightstone Developers Private Limited Associate 21.08 40.45 - 15.60
Loans receivable Mavyatho Ventures Private Limited Associate 2.50 - - -
Surenderpal Singh Saluja Chairman & Whole Time Director 21.99 21.99 - -
Interest receivable Surenderpal Singh Saluja Chairman & Whole Time Director 1.53 - - -
Interest payable Sudhir Moola Director 0.09 - 1.34 -
Brightstone Developers Private Limited Associate 4.61 1.38 - -
Chiranjeev Singh Saluja Managing Director - - 0.65 -
Travel advance Chiranjeev Singh Saluja Managing Director 0.63 0.19 - -
Other payable Surenderpal Singh Saluja Chairman & Whole Time Director - 0.06 - -
Personal Guarantees Surenderpal Singh Saluja Chairman & Whole Time Director 6,942.60 - - -
Chiranjeev Singh Saluja Managing Director 21,544.40 - - -
Corporate guarantee given Mavyatho Ventures Private Limited Associate 117.50 117.50 117.50 117.50
(iv) Balances receivable from / payable between subsidiaries are as follows*
Premier Energies Limited
Name of the Party As at As at As at As at
Description Nature of relationship
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Trade receivable Premier Energies Photovoltaic Private Limited Subsidiary 27.57 676.98 166.08 27.95
Premier Solar Powertech Private Limited Subsidiary 1.30 0.12 7.67 -
Premier Photovoltaic Gajwel Private Limited Subsidiary - 0.12 0.73 -
Premier Photovoltaic Zaheerabad Private Limited Subsidiary - 0.73 0.73 -
Premier Energies Global Environment Private Limited Subsidiary 2.66 1.22 0.80 -
Premier Energies International Private Limited Subsidiary 186.04 0.36 18.32 -
Trade payables Premier Solar Powertech Private Limited Subsidiary 2.22 15.84 18.58 39.85
Premier Energies Photovoltaic Private Limited Subsidiary - 289.14 36.67 84.59
Loans payable Premier Energies International Private Limited Subsidiary - 93.70 - -
Premier Photovoltaic Gajwel Private Limited Subsidiary 14.00 14.00 - -
Loans receivable Premier Energies Global Environment Private Limited Subsidiary 44.31 141.96 4.23 -
Premier Solar Powertech Private Limited Subsidiary 20.00 - - -
Premier Photovoltaic Zaheerabad Private Limited Subsidiary 0.95 1.50 - -
Premier Photovoltaic Gajwel Private Limited Subsidiary - - - 30.46
Premier Energies Photovoltaic Private Limited Subsidiary 72.50 - -
Interest receivable on
Compulsory Convertible Premier Energies Photovoltaic Private Limited Subsidiary - - 91.11 9.49
Debentures
Advances received Premier Energies Photovoltaic Private Limited Subsidiary - 240.89 - -
Premier Energies International Private Limited Subsidiary 0.36 - - -
Premier Photovoltaic Gajwel Private Limited Subsidiary 0.12 - - -
Advances given Premier Photovoltaic Gajwel Private Limited Subsidiary - - - 2.74
Interest payable Premier Photovoltaic Gajwel Private Limited Subsidiary 0.21 0.45 - -
Premier Energies International Private Limited Subsidiary 9.50 7.06 - -
Investment in Compulsory Premier Energies Photovoltaic Private Limited
Convertible Debentures Subsidiary - - 922.50 706.40
Interest receivable Premier Solar Powertech Private Limited Subsidiary 1.81 - - -
Premier Energies Photovoltaic Private Limited Subsidiary 5.31 - - -
Premier Energies International Private Limited Subsidiary 110.28 57.57 - -
Premier Energies Global Environment Private Limited Subsidiary 2.67 8.20 - -
Corporate guarantee given Premier Energies Photovoltaic Private Limited Subsidiary 10,456.40 7,141.50 5,271.50 1,687.50
Premier Energies International Private Limited Subsidiary 1,950.00 - - -
Comfort letter given Premier Energies Photovoltaic Private Limited Subsidiary 1,122.90 222.90 - -
Premier Energies Global Environment Private Limited Subsidiary 1,312.50 - - -

338
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

Premier Solar Powertech Private Limited

Name of the Party As at As at As at As at

Description Nature of relationship
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Premier Energies International Private Limited Fellow subsidiary - - 1.07 -
Advance from customers
Premier Energies Photovoltaic Private Limited Fellow subsidiary - 0.00 0.00 -
Loans payable Premier Energies Limited Holding Company 20.00 - - -
Interest payable Premier Energies Limited Holding Company 1.81 - - -
Trade payables Premier Energies Limited Holding Company 1.30 0.12 - -
Premier Energies Photovoltaic Private Limited Fellow subsidiary - - - 0.05
Premier Energies Limited Holding Company 2.22 15.84 10.91 39.85
Trade receivables
Premier Energies Global Environment Private Limited Fellow subsidiary 5.46 - - -
Premier Energies International Private Limited Fellow subsidiary 12.44 11.56 - -

Premier Photovoltaic Gajwel Private Limited

Name of the Party As at As at As at As at

Description Nature of relationship
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Interest Payable Premier Energies Photovoltaic Private Limited Fellow subsidiary 3.27 3.27 3.27 -
Advances given Premier Energies Limited Holding Company 0.12 - - -
Loans taken Premier Energies Photovoltaic Private Limited Fellow subsidiary - - - 64.00
Loans payable Premier Energies Limited Holding Company - - - 30.46
Interest receivable Premier Energies Limited Holding Company 0.21 0.45 - -
Loans receivable Premier Energies Limited Holding Company 14.00 14.00 - -
Rent Receivable Premier Energies Photovoltaic Private Limited Fellow subsidiary 0.72 0.86 - -
Trade payables Premier Energies Limited Holding Company - 0.12 0.73 -
Advances received Premier Energies Limited Holding Company - - - 2.74

Premier Energies Photovoltaic Private Limited

Name of the Party As at As at As at As at

Description Nature of relationship
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Advance given Premier Solar Powertech Private Limited Fellow subsidiary - 0.00 0.00 -
Premier Energies Limited Holding company 240.89 - -
Interest payable Premier Energies Limited Holding company 5.31 - 91.11 9.49
Loan payable Premier Energies Limited Holding Company 72.50 - - -
Rent payable Premier Photovoltaic Gajwel Private Limited Holding Company 0.72 0.86 - -
Interest receivable Premier Photovoltaic Gajwel Private Limited Fellow subsidiary 3.27 3.27 3.27 -
Loans given Premier Photovoltaic Gajwel Private Limited Fellow subsidiary - - - 64.00
Loans taken Premier Energies Limited Holding Company -
Trade Payables Premier Energies Limited Holding company 27.57 676.98 216.83 27.95
Premier Solar Powertech Private Limited Fellow subsidiary - - - 0.05
Trade Receivables Premier Energies International Private Limited Fellow subsidiary 779.66 17.43 -
Premier Energies Limited Holding company 289.14 87.41 84.59
Premier Energies Global Environment Private Limited Fellow subsidiary 13.60 13.60 - -
Comfort letter taken Premier Energies Limited Holding Company 1,122.90 222.90 - -
Compulsory Convertible Premier Energies Limited Holding Company - - 922.50 706.40
Debentures
Corporate Guarantee taken Premier Energies Limited Holding Company 10,456.40 7,141.50 5,271.50 1,687.50

Premier Energies International Private Limited

Name of the Party As at As at As at As at

Description Nature of relationship
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Trade Payables Premier Energies Photovoltaic Private Limited Fellow subsidiary 806.76 17.43 - -
Premier Energies Limited Holding Company 186.04 - 18.32 -
Capital creditors Premier Solar Powertech Private Limited Fellow subsidiary 12.44 11.56 - -
Premier Energies Global Environment Private Limited Fellow subsidiary 7.11 0.12 - -
Interest Receivable Premier Energies Limited Holding Company 9.50 7.06 - -
Interest payable Premier Energies Limited Holding Company 110.28 57.57 - -
Loans receiavble Premier Energies Limited Holding Company 0.00 93.70 -
Advances given Premier Energies Limited Holding Company 0.36 - - -
Premier Energies Global Environment Private Limited Fellow subsidiary - 9.70 - -
Capital Advances Premier Solar Powertech Private Limited Fellow subsidiary - - 1.07 -
Other payables Premier Energies Limited Holding Company - 0.36 - -
Other receivable Premier Energies Photovoltaic Private Limited Fellow subsidiary 16.13 - - -
Trade receivable Premier Energies Photovoltaic Private Limited Fellow subsidiary 10.97 - - -
Corporate Guarantee taken Premier Energies Limited Holding Company 1,950.00 - - -

Premier Energies Global Environment Private Limited

Name of the Party As at As at As at As at

Description Nature of relationship
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Capital creditors Premier Solar Powertech Private Limited Fellow subsidiary 5.46 - - -
Trade Payables Premier Energies Limited Holding Company 2.66 1.22 0.80 -
Premier Energies Photovoltaic Private Limited Fellow subsidiary 13.60 13.60 - -
Loan payable Premier Energies Limited Holding Company 44.31 141.96 4.23 -
Premier Energies Photovoltaic Private Limited Fellow subsidiary - - - -
Interest payable Premier Energies Limited Holding Company 2.67 8.20 - -
Advance from customers Premier Energies International Private Limited Fellow subsidiary 9.70 - -
Other receivable Premier Energies International Private Limited Fellow subsidiary 7.11 0.12 - -
Trade receivables Premier Energies International Private Limited Fellow subsidiary - - - -
Comfort letter taken Premier Energies Limited Holding Company 1,312.50 - - -

Premier Photovoltaic Zaheerabad Private Limited

Name of the Party As at As at As at As at

Description Nature of relationship
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Loans payable Premier Energies Limited Holding Company 0.95 1.50 - -
Trade payables Premier Energies Limited Holding Company - 0.73 0.73 -

* All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.

339
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

G Terms and conditions of funding arrangements between the entities that are being consolidated:

(a) Loan from Premier Energies International Private Limited

The Inter corporate loan represents the unsecured loan taken from Premier Energies International Private Limited the subsidiary of the Company which is in the business of manufacturing and selling solar cells & modules for meeting its working
(b) Loan from Premier Photovoltaic Gajwel Private Limited
The Inter corporate loan represents the unsecured loan taken from Premier Photovoltaic Gajwel Private Limited the wholly owned subsidiary of the Company carrying on the business of solar power generation for meeting its working capital
(c) Loan to Premier Photovoltaic Gajwel Private Limited
The Inter corporate loan represents the unsecured loan given to Premier Photovoltaic Gajwel Private Limited the subsidiary of the Company in the wholly owned subsidiary of the Company carrying on the business of solar power generation for

(d) Loan to Premier Photovoltaic Zaheerabad Private Limited

The Inter corporate loan represents the unsecured loan given to Premier Photovoltaic Zaheerabad Private Limited the subsidiary of the Parent carrying on the business of manufacturing of solar modules for meeting its working capital requirements.

(e) Loan to Premier Energies Photovoltaic Private Limited

The Inter corporate loan represents the unsecured loan given to Premier Energies Photovoltaic Private Limited the subsidiary of the Parent carrying on the business of Manufacturing Solar PV cells & modules for meeting its capital expenditures. The

(f) Loan to Premier Energies Global Environment Private Limited

The Inter corporate loan represents the unsecured loan given to Premier Energies Global Environment Private Limited the subsidiary of the Parent carrying on the business of manufacturing and selling solar cells and modules for meeting its working

(g) Loan to Mavyatho Ventures Private Limited

The Inter corporate loan represents the unsecured loan given to Mavyatho Ventures Private Limited the Associate of the Parent carrying on the business of operation and maintenance of projects for meeting its working capital requirements. The loan

(h) Loans taken from Brightstone developers Private Limited

The Inter corporate loan represents the unsecured loan taken by Premier Solar Powertech Private Limited from Brightstone developers Private Limited carrying on the business of engineering, procurement & construction and operations &

340
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

44 Financial Instruments - Fair value measurement

a) The carrying value and fair value of financial instruments by categories are as below:

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021

Carrying value Fair Carrying value Fair Carrying value Fair Carrying value Fair
value* value* value* value*
Financial assets
Measured at amortized cost
Investments 87.40 - 587.72 - 547.35 - 91.42 -
Loans 31.54 - 25.49 - 6.93 - 18.44 -
Other financial assets 1,278.51 - 477.77 - 649.23 - 660.83 -
Trade receivables 2,517.81 - 594.61 - 1,451.82 - 1,620.00 -
Cash and cash equivalents 2,163.77 - 645.70 - 800.99 - 144.54 -
Other bank balances 1,723.84 - 1,288.99 - 795.78 - 649.62 -
Total assets 7,802.87 - 3,620.28 - 4,252.10 - 3,184.85 -
Financial liabilities
Measured at amortized cost
Borrowings 14,100.45 - 7,635.42 - 4,532.97 - 3,451.93 -
Lease liabilities 91.90 - 4.44 - 7.08 - 7.83 -
Trade payables 5,015.65 - 3,979.15 - 2,699.42 - 1,622.86 -
Other financial liabilities 1,123.19 - 1,689.72 - 339.06 - 380.43 -
Total liabilities 20,331.19 - 13,308.73 - 7,578.53 - 5,463.05 -

* The fair value of cash and cash equivalents, trade receivables, borrowings, trade payables, other financial assets and liabilities approximate their carrying
amounts and hence the same has not been disclosed in the table above.

b) Measurement of fair values

The section explains the judgement and estimates made in determining the fair values of the financial instruments that are:
a) recognized and measured at fair value
b) measured at amortized cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels
prescribed under the accounting standard. An explanation of each level is mentioned below:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that
have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the
reporting period. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using
valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to
fair value an instrument are observable, the instrument is included in Level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

Transfers between Level 1, Level 2 and Level 3

There were no transfers between Level 1, Level 2 or Level 3 during the period ended December 31, 2023, year ended March 31, 2023 , March 31, 2022 and March
31, 2021.

Determination of fair values

Fair values of financial assets and liabilities have been determined for measurement and/or disclosure purposes based on the following methods. When
applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
i) The fair value of mutual funds are based on price quotations at reporting date.
ii) The fair values of other current financial assets and financial liabilities are considered to be equivalent to their carrying values.
iii) The fair values of borrowings at fixed rates are considered to be equivalent to present value of the future contracted cashflows discounted at the current market

341
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

45 Financial risk management

The Group has exposure to the following risks arising from financial instruments: credit risk ; liquidity risk ; market risk

Financial risk management framework

The Group is exposed primarily to Credit risk, liquidity risk and market risk (fluctuations in foreign currency exchange rates and interest rate), which may adversely impact the fair value of its financial instruments. The Group
assesses the unpredictability of the financial environment and seeks to mitigate potential adverse effects on the financial performance of the Group.

(a) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk encompasses of both, the direct risk of default and the risk of
deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after
obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, investments, derivative financial instruments, cash and cash
equivalents, bank deposits and other financial assets.

Trade receivables:
The customer credit risk is managed by the Group’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on the individual credit limits as
defined in accordance with this assessment and outstanding customer receivables are regularly monitored. The Group’s receivables turnover is quick and historically, there was no significant defaults on account of those
customer in the past. Ind AS requires an entity to recognise in profit or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required
to be recognised in accordance with Ind AS 109. The Group assesses at each date of statements of financial position whether a financial asset or a group of financial assets is impaired. Expected credit losses are
measured at an amount equal to the 12 month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.
The Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and
adjusted for forward-looking information.

Other financial assets:

The Group maintains exposure in cash and cash equivalents, other receivables from bank and derivative instruments with financial institutions.

The Group’s maximum exposure to credit risk as at December 31, 2023, March 31, 2023, March 31, 2022 and March 31, 2021 is the carrying value of each class of financial assets

The movement in allowance for impairment in respect of trade receivables is as follows:

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Opening balance 120.18 108.25 99.90 143.70
Impairment loss recognised during the period/ year 66.38 53.36 36.19 22.80
Less: Impairment loss reversed during the period/ year - (41.43) (27.84) (66.60)
Closing balance 186.56 120.18 108.25 99.90

(b) Liquidity risk

Liquidity risk refers to the risk that the Group cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.
The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of
financial assets and liabilities.

Exposure to liquidity risk

The table below details the Group's remaining contractual maturity for its non-derivative financial liabilities. The contractual consolidated cash flows reflect the undiscounted consolidated cash flows of financial liabilities
based on the earliest date on which the Group can be required to pay.

Total 0–12 months 1–2 years 3–5 years More than 5

Particulars
years
As at December 31,2023
Loans and borrowings 14,100.45 5,601.37 1,373.37 1,732.75 5,392.96
Lease liabilities 91.90 14.57 22.93 54.40 -
Trade and other payables 5,015.65 5,015.65 - - -
Other financial liabilities 1,123.19 1,123.19 - - -
20,331.19 11,754.78 1,396.30 1,787.15 5,392.96

Total 0–12 months 1–2 years 3–5 years More than 5

Particulars
years
As at March 31,2023
Loans and borrowings 7,635.42 5,620.89 69.16 66.83 1,878.54
Lease liabilities 4.44 3.06 1.38 - -
Trade and other payables 3,979.15 3,979.15 - - -
Other financial liabilities 1,689.72 1,689.72 - - -
13,308.73 11,292.82 70.54 66.83 1,878.54

Total 0–12 months 1–2 years 3–5 years More than 5

Particulars
years
As at March 31,2022
Loans and borrowings 4,532.97 1,210.27 405.98 1,134.01 1,782.71
Lease liabilities 7.08 2.65 3.06 1.37 -
Trade and other payables 2,699.42 2,699.42 - - -
Other financial liabilities 339.06 339.06 - - -
7,578.53 4,251.40 409.04 1,135.38 1,782.71

Total 0–12 months 1–2 years 3–5 years More than 5

Particulars
years
As at March 31,2021
Loans and borrowings 3,451.93 984.45 310.58 1,183.90 973.00
Lease liabilities 7.83 2.52 2.65 2.66 -
Trade and other payables 1,622.86 1,622.86 - - -
Other financial liabilities 380.43 380.43 - - -
5,463.05 2,990.26 313.23 1,186.56 973.00

342
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

(c) Market risk:

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, which will affect the Group’s income or the value of its holdings of financial instruments. The objective of
market risk management is to manage and control market risk exposures within acceptable parameters.

'Currency risk
The Group's functionally currency is Indian rupees ₹. The Group undertakes has purchased some plant and machinery in foreign currency. Adverse movements in the exchange rate between the Rupee and any relevant
foreign currency result's in the Group's overall debt position in rupee terms without the Group having incurred additional debt and favorable movements in the exchange rates will conversely result in reduction in the Group's
receivables in foreign currency.

Interest rate risk

Interest rate risk is the risk that the future Standalone cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates
relates primarily to its long-term debt obligations with floating interest rates.

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Variable-rate instruments:
Financial liabilities
Fixed rate borrowings 3,230.95 717.66 350.59 477.73
Floating rate borrowings 10,869.50 6,917.76 4,182.38 2,974.20
Total borrowings 14,100.45 7,635.42 4,532.97 3,451.93

Cash flow sensitivity analysis for variable-rate instruments

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased /(decreased) profit /loss by the amounts as under.

Profit or loss

Particulars 1% increase 1% decrease

Floating rate borrowings as at December 31, 2023 (108.70) 108.70

Floating rate borrowings as at March 31, 2023 (69.18) 69.18
Floating rate borrowings as at March 31, 2022 (41.82) 41.82
Floating rate borrowings as at March 31, 2021 (29.74) 29.74

(d) Foreign currency exchange rate risk

The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or loss and other comprehensive income and equity, where any transaction references more than one currency or
where assets/liabilities are denominated in a currency other than the functional currency of the respective entities. Considering the countries and economic environment in which the Group operates, its operations are
subject to risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in US Dollar against the functional currencies of the Group. The Group, as per its risk management
policy, uses derivative instruments primarily to hedge foreign exchange. The Group evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks
by using derivative financial instruments in line with its risk management policies. The information on derivative instruments is as follows:

a) Forward contract (Derivatives):

Forward contract outstanding as at Balance Sheet date:
December 31, 2023 Buy US $ 2,80,93,491
March 31, 2023 Buy US $ 4,00,60,631
March 31, 2022 Buy US $ 1,16,37,900
March 31, 2021 Buy US $ 73,09,612

b) Details of Unhedged Foreign Currency Exposure:

The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are as under:

For the period ended December 31, 2023

Amount in Conversion
Particulars Currency Amount (₹)
foreign currency rate
Trade payables USD 1,41,28,306 1,174.34 83.12
EUR 708 0.07 92.00

Trade receivables USD 33,87,167 281.54 83.12

Cash and cash equivalents USD 34,68,938 288.34 83.12

EUR 239 0.02 92.00

Capital Creditors USD 69,21,553 575.32 83.12

EUR 14,88,009 136.90 92.00

For the year ended March 31, 2023

Amount in Conversion
Particulars Currency Amount (₹)
foreign currency rate
Trade payables USD 3,14,11,282 2,582.64 82.22
EUR 1,677 0.15 89.73

Trade receivables USD 2,16,374 17.79 82.22

Cash and cash equivalents USD 1,07,382 8.83 82.22

EUR 239 0.02 84.66
Imports against Letter of comfort USD - - -

USD 96,630 7.94 82.22

Capital Creditors GBP 169 0.02 100.99
EUR 52,173 4.60 88.20

343
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

For the year ended March 31, 2022

Amount in Conversion
Particulars Currency Amount (₹)
foreign currency rate
Trade payables USD 2,60,56,620 1,975.35 75.81
EUR 3,052 0.26 84.66

Trade receivables USD 2,93,054 22.22 75.81

Cash and cash equivalents USD 88,657 6.72 75.81

EUR 239 0.02 84.66
Imports against Letter of comfort USD 1,04,92,372 795.43 75.81

For the year ended March 31, 2021

Amount in Conversion
Particulars Currency Amount (₹)
foreign currency rate
Trade payables USD 90,81,287 667.47 73.50
EUR 22,542 1.94 86.10

Trade receivables USD 46,105 3.39 73.50

Cash and cash equivalents USD 99 0.01 73.50

EUR 239 0.02 86.10
Imports against Letter of comfort USD 65,17,274 479.02 73.50

46 Capital Management
For the purpose of the Group’s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Group. The primary objective of the Group’s
capital management is to maximize the shareholder value.

The Group monitors capital using a ratio of 'adjusted net debt' to 'adjusted equity'. For this purpose, adjusted net debt is defined as total borrowings, including interest-bearing loans and borrowings less cash and cash
equivalents. Adjusted equity comprises all components of equity including Instruments entirely equity in nature.
The Group's adjusted net debt to equity ratio is analyzed as follows:

As at As at As at As at
Particulars
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Total borrowings (Refer note 16.1 and 19.1) 14,100.45 7,635.42 4,532.97 3,451.93
Less: Cash and cash equivalents (Refer note 9.3) (2,163.77) (645.70) (800.99) (144.54)
Adjusted net debt (A) 11,936.68 6,989.72 3,731.98 3,307.39

Equity (Refer note 13) 263.46 263.46 263.46 249.51

Instruments entirely equity in nature (Refer note 14) 1,698.74 1,698.74 1,698.74 -
Other equity (Refer note 15) 3,442.56 2,149.95 1,984.04 1,971.17
Adjusted equity (B) 5,404.76 4,112.15 3,946.24 2,220.68

Adjusted net debt to adjusted equity ratio (C= A/B) 2.21 1.70 0.95 1.49

344
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

47 Summary of Net Assets and Profit and loss

As at December 31, 2023

Net assets/ (Liabilities) ie Share in other Share in Total

Share in profit/ (loss)
Total assets minus liabilities comprehensive income comprehensive income
Name of the entities

As % of As % of As % of other As % of total
consolidated Amount consolidated Amount comprehensi Amount comprehensi Amount
net assets profit/(loss) ve income ve income

A. Parent 83.18% 4,604.14 2.75% 35.06 183.57% 5.25 3.16% 40.31

B. Subsidiary incorporated in India
Premier Energies Photovoltaic Private Limited 44.30% 2,451.96 122.93% 1,566.14 -29.72% (0.85) 122.59% 1,565.29
Premier Energies International Private Limited 5.05% 279.47 -17.48% (222.73) -16.08% (0.46) -17.48% (223.19)
Premier Solar Powertech Private Limited 2.12% 117.15 -1.25% (15.87) -37.76% (1.08) -1.33% (16.95)
Premier Photovoltaic Gajwel Private Limited 1.90% 105.10 -0.05% (0.64) 0.00% - -0.05% (0.64)
Premier Photovoltaic Zaheerabad Private Limited 0.08% 4.62 -0.04% (0.47) 0.00% - -0.04% (0.47)
Premier Energies Global Environment Private Limited 11.68% 646.56 -0.37% (4.67) 0.00% - -0.37% (4.67)
Total 148.31% 8,209.00 106.50% 1,356.82 100.00% 2.86 106.48% 1,359.68

Subsidiary incorporated outside India

IBD Solar Powertech (Pvt). LTD -0.01% (0.53) 0.00% (0.04) - - 0.00% (0.04)
Premier Energies Photovoltaic LLC 0.00% - 0.00% - - 0.00% -

Non-controlling interest 2.35% 130.34 0.00% - - - - -

C. Associate
Brightstone Developers Private Limited 3.96% 219.23 0.83% 10.59 - - 0.83% 10.59
Mavyatho Ventures Private Limited 0.34% 18.63 -0.06% (0.72) - - -0.06% (0.72)

D. Consolidation adjustments -54.95% (3,041.57) -7.27% (92.63) - - -7.25% (92.63)

Net amount 100.00% 5,535.10 100.00% 1,274.02 100.00% 2.86 100.00% 1,276.88

As at March 31, 2023

Net assets/ (Liabilities) ie Share in other Share in Total

Share in profit/ (loss)
Total assets minus liabilities comprehensive income comprehensive income
Name of the entities
As % of As % of As % of As % of
consolidated Amount consolidated Amount consolidated Amount consolidated Amount
net assets net assets net assets net assets
A. Parent 107.20% 4,548.08 -103.73% 138.34 115.97% 1.67 -106.13% 140.01
B. Subsidiary incorporated in India - -
Premier Energies Photovoltaic Private Limited 20.90% 886.63 219.47% (292.69) 9.03% 0.13 221.77% (292.56)
Premier Solar Powertech Private Limited 3.17% 134.54 -35.57% 47.44 -25.00% (0.36) -35.69% 47.08
Premier Photovoltaic Gajwel Private Limited 2.49% 105.74 -5.56% 7.41 - - -5.62% 7.41
Premier Photovoltaic Zaheerabad Private Limited 0.12% 5.10 0.27% (0.36) - - 0.27% (0.36)
Premier Energies Global Environment Private Limited 6.54% 277.61 1.12% (1.50) - - 1.14% (1.50)
Premier Energies International Private Limited 11.85% 502.66 15.30% (20.41) - - 15.47% (20.41)

Subsidiary incorporated outside India

IBD Solar Powertech (Pvt). LTD -0.01% (0.49) 0.46% (0.61) - - 0.46% (0.61)
Premier Energies Photovoltaic LLC 0.00% - 0.00% - - - 0.00% -

Total 152.27% 6,459.87 91.77% (122.38) 100.00% 1.44 91.68% (120.94)

Non-controlling interest 3.07% 130.34 3.98% (5.31) - - 4.03% (5.31)

C. Associate
Brightstone Developers Private Limited 4.94% 209.57 -9.79% 13.06 - - -9.90% 13.06
Mavyatho Ventures Private Limited 0.46% 19.35 0.65% (0.87) - - 0.66% (0.87)

D. Consolidation adjustments -60.73% (2,576.64) 13.39% (17.86) - - 13.54% (17.86)

Net amount 100.00% 4,242.49 100.00% (133.36) 100.00% 1.44 100.00% (131.92)

345
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

As at March 31, 2022

Net assets/ (Liabilities) ie Share in other Share in Total

Share in profit/ (loss)
Total assets minus liabilities comprehensive income comprehensive income
Name of the entities
As % of As % of As % of As % of
consolidated Amount consolidated Amount consolidated Amount consolidated Amount
net assets net assets net assets net assets
A. Parent 108.75% 4,392.70 -122.30% 176.21 1232.50% (1.51) -121.15% 174.70
B. Subsidiary incorporated in India 0.00% -
Premier Energies Photovoltaic Private Limited 0.36% 14.36 206.54% (297.58) -148.97% 0.18 206.24% (297.40)
Premier Solar Powertech Private Limited 2.17% 87.47 -0.27% 0.39 -983.52% 1.21 -1.11% 1.60
Premier Photovoltaic Gajwel Private Limited 2.43% 98.33 4.56% (6.57) - 4.55% (6.57)
Premier Photovoltaic Zaheerabad Private Limited 0.14% 5.46 0.72% (1.04) - 0.72% (1.04)
Premier Energies Global Environment Private Limited -0.13% (5.13) 3.63% (5.23) - 3.63% (5.23)
Premier Energies International Private Limited 8.87% 358.17 1.28% (1.84) - 1.28% (1.84)

Subsidiary incorporated outside India

IBD Solar Powertech (Pvt). LTD 0.00% 0.12 0.00 (0.34) - 0 0.23% (0.34)

Total 122.58% 4,951.48 94.39% (136.00) 100.00% (0.12) 94.40% (136.11)

Non-controlling interest 2.31% 93.15 0.33% (0.48) - - 0.33% (0.48)

C. Associate
Brightstone Developers Private Limited 4.89% 197.43 -8.66% 12.47 - - -8.65% 12.47
Mavyatho Ventures Private Limited 0.50% 20.21 0.50% (0.72) - - 0.50% (0.72)

D. Consolidation adjustments -30.27% (1,222.88) 13.43% (19.35) - - 13.42% (19.35)

Net amount 100.00% 4,039.39 100.00% (144.08) 100.00% (0.12) 100.00% (144.20)

As at March 31, 2021

Net assets/ (Liabilities) ie Share in other Share in Total
Share in profit/ (loss)
Total assets minus liabilities comprehensive income comprehensive income
Name of the entities
As % of As % of As % of As % of
consolidated Amount consolidated Amount consolidated Amount consolidated Amount
net assets net assets net assets net assets
A. Parent 98.22% 2,347.57 166.44% 429.52 100.00% (0.45) 166.55% 429.07
B. Subsidiary incorporated in India - -
Premier Energies Photovoltaic Private Limited 8.62% 206.11 -62.01% (160.04) - - -62.12% (160.04)
Premier Solar Powertech Private Limited 3.59% 85.87 18.41% 47.50 - - 18.44% 47.50
Premier Photovoltaic Gajwel Private Limited 0.23% 5.45 -0.48% (1.23) - - -0.48% (1.23)
Premier Photovoltaic Zaheerabad Private Limited 0.27% 6.50 -0.02% (0.05) - - -0.02% (0.05)

Subsidiary incorporated outside India

IBD Solar Powertech (Pvt). LTD 0.02% 0.51 - - - - - -

Total 110.96% 2,652.01 122.33% 315.70 100.00% (0.45) 122.37% 315.25

Non-controlling interest 7.09% 169.45 9.02% 23.28 - - 9.04% 23.28

C. Associate
Brightstone Developers Private Limited 4.42% 105.56 2.73% 7.04 - - 2.73% 7.04
Mavyatho Ventures Private Limited 0.88% 20.93 -0.24% (0.62) - - -0.24% (0.62)
Premier Lords Private Limited 0.01% 0.31 0.03% 0.07 - - 0.03% 0.07

D. Consolidation adjustments -23.35% (558.13) -33.87% (87.40) - - -33.93% (87.40)

Net amount 100.00% 2,390.13 100.00% 258.07 100.00% (0.45) 100.00% 257.62

* Net assets means total assets minus total liabilities excluding shareholders funds.

Note :
The disclosure as above represents separate information for each of the consolidated entities before elimination of inter-company transactions. The net impact on elimination of inter-
company transactions/profits/consolidation adjustments have been disclosed separately. Based on the group structure, the management is of the view that the above disclosure is
appropriate under requirements of the Companies Act, 2013.

346
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

48 Ratios
Period Percentage change from Explanation for the variance more than 25%
Sl. Particulars Numerator Denominator As at As at As at As at March 31,2023 to March 31,2023 March 31,2022
(December 2023 vs (March 2023 vs (March 2022 vs
December 31, March 31, March 31, March 31, December to to
March 2023) March 2022) March 2021)
2023 2023 2022 2021 31,2023 March 31, 2022 March 31, 2021
i Current ratio (in times) Total Current assets Total Current 1.12 1.02 1.29 1.08 9.89% (21.30%) 19.57%
liabilities

ii Debt-Equity Ratio (in times) Total Debt (1) Shareholder’s 2.64 1.86 1.15 1.56 41.64% 61.20% (26.16%) Increase in ratio was mainly due to Increase was primarily on account of Decrease was primarily on account of
Equity increase in borrowings. increase of borrowings. increase in shareholder's equity.

iii Debt Service Coverage Earnings available for debt Debt Service (3) 2.60 1.17 0.86 1.64 123.40% 35.30% (47.36%) Increase in ratio is mainly due to Increase in ratio is due to decrease in Decrease is primarily on account of
Ratio (in times) service (2) increase in profits losses and corresponding increase in increase in additional debt and
non cash items increase in losses.

iv Return on Equity (ROE) (in Restated profit/ (loss) for the Average 26.77% (3.18%) (4.66%) 10.37% 942.45% 31.76% (144.90%) Increase in ratio is mainly due to Increase in ROE is due to reduction Decline in ROE is attributable to
%) period/ year after tax attributable Shareholder’s increase in profits in loss during the year losses and increase in average equity
to owners of the company Equity

v Inventory turnover ratio (in Cost of goods sold (4) Average 2.11 2.76 4.20 6.03 (23.77%) (34.21%) (30.38%) Decrease was due to the increase in Decrease was due to the increase in
times) Inventory closing inventory closing inventory

vi Trade receivables turnover Revenue from operations Average Trade 12.96 13.96 4.84 3.96 (7.16%) 188.65% 22.01% The surge is on account of increase
ratio (in times) Receivable in sales

vii Trade payables turnover Adjusted expenses (5) Average Trade 4.14 5.19 3.93 4.13 (20.15%) 31.94% (4.80%) Increase is on account of higher
ratio (in times) Payables adjusted expenses made during the
year

viii Net capital turnover ratio (in Revenue from operations Working Capital 12.15 78.02 4.93 20.93 (84.42%) 1481.69% (76.44%) Decrease in ratio was mainly due to Increase is due to revenue growth Decrease is due to increase in
times) increase in working capital. and decrease in working capital working capital

ix Net profit ratio Restated profit/ (loss) for the Revenue from 6.32% (0.93%) (1.94%) 3.68% 776.54% 51.87% (152.72%) Increase in ratio was due to increase Increase is on account of lower Decrease is primarily due to losses in
period/ year after tax operations in revenue and increase in profits. losses and increased revenue the current period

x Return on capital employed Restated Earning before interest, Average Capital 15.99% 5.94% 3.63% 14.47% 169.09% 63.65% (74.91%) Increase in ratio was mainly due to Increase in earnings with adjacent Decrease in earnings with adjacent
(ROCE) (in %) taxes and share of profit of Employed (6) increase in borrowings and increase in capital employed has increase in capital employed has
associates corresponding increase in earnings. resulted in increase of ROCE resulted in decrease of ROCE

xi Return on Investment (ROI) Dividend and income generated Total investment 0.14% 3.06% 0.67% N.A (95.40%) 357.60% N.A Decrease in ratio is on account of Increase in ratio is on account of
(in %) from investments liquidation of Mutual funds during the Increase in dividend income and gain
year on mutual funds income as compared
to previous year

Note:
(1)
Long-Term borrowings + short-Term borrowings + interest accrued + lease liabilities
(2)
Restated net profit after taxes + interest + non-cash operating expenses like depreciation & amortisation, provisions
(3)
Interest and lease payments + Principal repayments
(4)
Represents cost of material consumed + purchases of stock-in-trade + changes in inventories of finished goods and work-in-progress
(5)
Adjusted expenses includes purchase of stock in trade, purchases of raw material, contract execution expenses, employee benefit expenses (excluding contribution to provident and other funds,
gratuity and compensated absences expense, share based payment expense) and other expenses (excluding provision for warranty, provision for doubtful debts, foreign exchange loss, bad debts/
assets written off, loss on sale of property, plant and equipment and provision for impairment of investment).
(6)
Average capital employed is the average of opening and closing values of total equity (excluding non- controlling interest and capital reserves), total debt (including lease liabilities and accrued
interest), deferred tax liabilities (net of deferred tax asset) less intangible assets including goodwill.

347
Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)
Corporate Identity Number (CIN) : U40106TG1995PLC019909
Notes to Restated Consolidated Financial Information
(All amounts in ₹ million, unless otherwise stated)

49 Restated Adjustments

a) There are no restatement adjustments required to be made under the SEBI ICDR Regulations for the period ended December 31, 2023, years ended March 31, 2023, March 31, 2022 and March 31, 2021.
Accordingly, there are no reconciliations between total equity and total comprehensive income as per the Restated Consolidated Financial Information and as per the audited Consolidated Ind AS
Financial Statements of the respective years.

b) Appropriate adjustments have been made in the Restated Consolidated Financial Information, wherever required, by a reclassification of the corresponding items of income, expenses, assets, liabilities
and cash flows, as applicable, to conform with the requirements of Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018 (as amended).

50 Disclosure requirement as per Schedule III of Companies Act, 2013

(i) The Group does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.
(ii) The Group does not have any transactions with companies struck off.
(iii) The Group does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Group has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Group has not been declared willful defaulter by any bank or financial institution or government or any government authority.
(vi) The Group does not have any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income
Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
(vii) The Group has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on Number of Layers) Rules, 2017.

51 Significant events after the reporting period

There are no significant events after the reporting period.

For and on behalf of Board of Directors

Premier Energies Limited (Formerly known as Premier Solar Systems Private Limited)

Surenderpal Singh Saluja Chiranjeev Singh Saluja

Chairman & Whole Time Director Managing Director
DIN: 00664597 DIN: 00664638

Ravella Sreenivasa Rao Nand Kishore Khandelwal

Company Secretary Chief Financial Officer
Membership Number: A17755 Membership Number: 074967

Place: Hyderabad
Date: March 14, 2024

348
 OTHER FINANCIAL INFORMATION

In accordance with the SEBI ICDR Regulations, the audited financial statements of our Company PEPPL, PEIPL,
PSPPL and PPGPL as identified in accordance with the requirements of the SEBI ICDR Regulations, for the years
ended March 31, 2023, March 31, 2022 and March 31, 2021 together with all the annexures, schedules and notes
thereto (“Audited Financial Statements”) are available on our website at
https://www.premierenergies.com/investor-relations. Our Company is providing a link to this website solely to
comply with the requirements specified in the SEBI ICDR Regulations. The Audited Financial Statements do not
constitute, (i) a part of this Draft Red Herring Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus,
an offering circular, an offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer
document to purchase or sell any securities under the Companies Act, 2013, the SEBI ICDR Regulations, or any
other applicable law in India or elsewhere in the world. The Audited Financial Statements should not be
considered as part of information that any investor should consider to subscribe for or purchase any securities of
our Company, its Subsidiaries or any entity in which it or its shareholders may have significant influence and
should not be relied upon or used as a basis for any investment decision. Neither the Company, its Subsidiaries or
any of its advisors, nor any of the Book Running Lead Managers or the Selling Shareholders, nor any of their
respective employees, directors, affiliates, agents or representatives accept any liability whatsoever for any loss,
direct or indirect, arising from any information presented or contained in the Audited Standalone Financial
Statements, or the opinions expressed therein.

The details of accounting ratios derived from the Restated Consolidated Financial Information and other non-
GAAP information required to be disclosed under the SEBI ICDR Regulations are set forth below:

(in ₹ million other than share data)

Particulars As at and for the nine months Fiscal 2023 Fiscal 2022 Fiscal 2021
ended December 31, 2023
Restated earnings per Equity 4.84 (0.48) (0.56) 0.94
Shares – Basic(2) (in ₹)*^
Restated earnings per Equity 3.62 (0.48) (0.56) 0.94
Share – Diluted(3) (in ₹)*^
Return on net worth (%)*(4) 24.92 (3.35) (3.65) 10.63
Net asset value per Equity 14.55 10.87 11.19 8.85
Share(5) (in ₹)^
EBITDA(6) 3,088.57 1,128.81 537.38 884.66
*Not annualized for the nine months period ended December 31, 2023.
^ Pursuant to a Board resolution and Shareholders’ resolution each dated April 10, 2024, the Company has issued and allotted Equity Shares
through bonus issue in the ratio of 0.268 Equity Shares for every one Equity Share. The EPS and Net asset value per Equity Share disclosed
above are derived from the Restated Consolidated Financial Information and are not adjusted for above events occurring after the Restated
Consolidated Financial Information is adopted by the Board of Directors on March 14, 2024 in accordance with Indian Accounting Standard
(Ind AS) 33 “Earning Per Share”.

Notes:
(1) As derived from the Restated Consolidated Financial Information.
(2) Basic earnings per share (₹) = Restated net profit/loss attributable to equity shareholders / weighted average number of shares
outstanding during the year.
(3) Diluted earnings per share (₹) = Restated net profit/loss attributable to equity shareholders / weighted average number of dilutive
equity shares.
(4) Return on net worth is calculated as restated profit/ loss attributable to the equity shareholders for the period/ year divided by restated
net worth. Restated net worth means aggregate value of the paid-up share capital and all reserves created out of the profits and
securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the
accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of
revaluation of assets, write-back of depreciation, each as applicable for our Company on a restated basis.
(5) Net asset value per Equity Share (₹) = Restated net worth / Number of equity shares and potential equity shares on account of
compulsory convertible debentures outstanding as at the end of period/year. Restated net worth means aggregate value of the paid-up
share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss
account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written
off, but does not include reserves created out of revaluation of assets, write-back of depreciation, each as applicable for our Company
on a restated basis.
(6) EBITDA = Earnings before interest, tax, depreciation and amortization and is calculated as restated profit for the year / period plus
tax, finance cost, depreciation, and amortization, less share of profit / loss from associates.

The Non-GAAP Measures presented in this Draft Red Herring Prospectus are a supplemental measure of our
performance and liquidity that are not required by, or presented in accordance with Ind AS. Further, these Non-
GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS and should not be
considered in isolation or construed as an alternative to cash flows, profit/(loss) for the year/period or any other
measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash
349
flows generated by operating, investing or financing activities derived in accordance with Ind AS. In addition,
these Non-GAAP Measures are not a standardized term, hence a direct comparison of similarly titled Non-GAAP
Measures between companies may not be possible. Other companies may calculate the Non-GAAP Measures
differently from us, limiting its usefulness as a comparative measure. Although the Non-GAAP Measures are not
a measure of performance calculated in accordance with applicable accounting standards, our Company’s
management believes that they are useful to an investor in evaluating us because they are widely used measures
to evaluate a company’s operating performance.

See “Risk Factors – We have included certain Non-GAAP Measures, industry metrics and key performance
indicators related to our operations and financial performance in this Draft Red Herring Prospectus that are
subject to inherent measurement challenges. These Non-GAAP Measures, industry metrics and key
performance indicators may not be comparable with financial, or industry related statistical information of
similar nomenclature computed and presented by other companies. Such supplemental financial and
operational information is therefore of limited utility as an analytical tool for investors and there can be no
assurance that there will not be any issues or such tools will be accurate going forward.” on page 68.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion is intended to convey the management’s perspective on our financial condition and
results of operations for the nine months ended December 31, 2023 and Fiscals 2023, 2022 and 2021. Unless
otherwise stated, the financial information in this section has been derived from the Restated Consolidated
Financial Information included in this Draft Red Herring Prospectus.
Our financial year ends on March 31 of each year. Accordingly, references to “Fiscal 2023”, “Fiscal 2022” and
“Fiscal 2021” are to the 12-month period ended March 31 of the relevant year.
Ind AS differs in certain respects from Indian GAAP, IFRS and U.S. GAAP and other accounting principles with
which prospective investors may be familiar. Please also see “Risk Factors – Significant differences exist
between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more
familiar with and may consider material to their assessment of our financial condition” on page 77. This
discussion contains certain forward-looking statements that involve risks and uncertainties. Our actual results
may differ materially from those anticipated in these forward-looking statements as a result of certain factors,
such as the risks set forth in the chapters entitled “Risk Factors” and “Forward-Looking Statements” on pages
31 and 20, respectively.
Unless the context otherwise requires, in this section, references to “we”, “us” and “our” are to Premier
Energies Limited on a consolidated basis while references to “our Company” or “the Company”, are to Premier
Energies Limited on a standalone basis.
Unless otherwise indicated, industry and market data used in this section has been derived from industry
publications, in particular, the report titled “Industry Report on Solar Cell and Module Market” dated April 18,
2024 (the “F&S Report”) prepared and issued by Frost & Sullivan (India) Private Limited (“F&S”), appointed
by us on February 6, 2024 and exclusively commissioned and paid for by us in connection with the Offer. A copy
of the F&S Report is available on the website of our Company at https://premierenergies.com/investor-
relations/ipo-documents. The data included herein includes excerpts from the F&S Report and may have been re-
ordered by us for the purposes of presentation. F&S is an independent agency and is not related to the Company,
its Directors, Promoters, Selling Shareholders, Subsidiaries or BRLMs. There are no parts, data or information
relevant for the proposed Offer, that has been left out or changed in any manner. Unless otherwise indicated,
financial, operational, industry and other related information derived from the F&S Report and included herein
with respect to any particular year refers to such information for the relevant calendar year. For more
information, see “Risk Factors – Industry information included in this Draft Red Herring Prospectus has been
derived from an industry report commissioned by us, and paid for by us for such purpose” on page 67. Also
see, “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation –
Industry and Market Data” on page 17.

OVERVIEW

Our Company has 29 years of experience in the solar industry and during this time, we have grown to become
India’s second largest integrated solar cell and solar module manufacturer in terms of annual installed capacity of
2 GW and 3.36 GW, respectively, as of March 31, 2024. (Source: F&S Report) In relation to only solar cells, we
are also the second largest domestic manufacturer in terms of annual installed capacity as of March 31, 2024.
(Source: F&S Report)

Our business operations include (i) the manufacturing of solar PV cells, (ii) the manufacturing of solar modules
including custom made panels for specific applications, (iii) the execution of EPC projects, (iv) independent power
production, (v) O&M services with respect to EPC projects executed by our Company and (vi) the sale of other
solar-related products.

As of the date of this Draft Red Herring Prospectus, we have five manufacturing facilities, all of which are situated
on land that we own, in Hyderabad, Telangana, India. Combined, our manufacturing facilities have an annual
installed capacity of 2 GW for solar cells and 3.36 GW for solar modules as of the date of this Draft Red Herring
Prospectus.

We have taken steps such as ordering the necessary equipment and machines to (i) increase our annual installed
capacity for solar modules by commissioning a 1,034 MW solar module line in Unit V which will be capable of
assembling modules with solar cells which employ either TOPCon or HJT; and (ii) increase our annual installed
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capacity for solar cells by commissioning a 1,000 MW TOPCon solar cell line in Unit II. We have procured
financing for these additional module and cell lines through IREDA, which has estimated project costs of ₹1,750
million and ₹6,694 million, respectively. We expect both additional cell and module lines to be ready within Fiscal
2025.

Since Fiscal 2017, India’s solar module manufacturing capacity has increased substantially, from 4.2 GW to 39.5
GW at the end of Fiscal 2023 at a compounded annual growth rate of 45.3%. (Source: F&S Report) The capacity
has further increased to 60 GW in Fiscal 2024 and may cross 100 GW by Fiscal 2028. (Source: F&S Report) With
the market for solar modules expected to continue to grow in India on account of ambitious government targets
and increasing demand for clean energy (Source: F&S Report), we intend to capitalize on this growth momentum
by utilizing a portion of the proceeds from the Fresh Issue towards expanding our current manufacturing capacities
by commissioning an additional 4 GW TOPCon solar cell line and an additional 4 GW TOPCon solar module
line. For further information, see “Objects of the Offer” on page 119.

Our EPC division has executed several projects in India including, among others, the establishment of a rooftop
solar system, a canal top project and other large-scale solar power projects. These include a 100 MW project for
a Navratna public sector undertaking, a 20 MW canal bank and canal top project in Uttarakhand for a state
government power generation company and 18 MW and 15 MW projects in Karnataka. For further information,
see “Our Business – Our Business Operations – EPC Solutions” on page 219.

Our Company also operates a 2 MW solar power plant which was commissioned in 2012 under the Jawarharlal
Nehru National Solar Mission in Jharkhand, India.

As of March 15, 2024, we had an order book of ₹53,620.51 million of which ₹11,974.98 million was in relation
to non-DCR solar modules, ₹32,129.03 million was in relation to DCR solar modules, ₹8,015.92 million was in
relation to solar cells and ₹1,500.57 million was in relation to EPC projects. For further information on our order
book, see “Our Business – Strengths – We have a diversified customer base with strong customer relationships
both within India and overseas with a strong order book” on page 211.

We have a focus on sustainability and have adopted several ESG strategies and initiatives to, among others, lower
our carbon footprint. For more information, see “Our Business – Our Business Operations – Environment,
Social and Governance” on page 231.

PRINCIPAL FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF

OPERATIONS
Our results of operations and financial condition are affected by a number of important factors, including:
Expansion of our manufacturing capabilities and capacity utilization
As of March 31, 2024, we are India’s second largest integrated solar cell and solar module manufacturer as well
as India’s second largest solar cell manufacturer (Source: F&S Report) with an aggregate annual installed capacity
of 2 GW for solar cells and 3.36 GW for solar modules. We are strategically focused on regularly updating and
improving our manufacturing capabilities and infrastructure and to this end, all our manufacturing facilities (save
for Unit I) are fully automated, utilizing industrial-grade automated tools, equipment and technologies from
Hungary, China, Germany, France, South Korea and Switzerland.
As of the date of this Draft Red Herring Prospectus, we have five manufacturing facilities, all of which are situated
on land that we own, in Hyderabad, Telangana, India. The table below shows how our solar cell and solar module
installed capacity have increased over the past 25 years to reach our current capacity as of the date of this Draft
Red Herring Prospectus and also shows our long track record in the solar module manufacturing space:

Year Milestone Total Solar Cell Total Solar Module

Capacity Capacity
2011 Established a solar cell line with an annual capacity of 75 75 MW 100 MW
MW and a solar module line with an annual capacity of 100
MW in Unit I
2017 Expanded the installed capacity of the solar module line in 75 MW 470 MW
Unit I by 370 MW

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 Year Milestone Total Solar Cell Total Solar Module
Capacity Capacity
2021 Established a fully integrated 500 MW capacity solar cell 500 MW(1) 1,220 MW
line and a 750 MW capacity solar module line in Unit II
2022 Expanded the installed capacity of the solar cell and module 750 MW 1,370 MW
lines in Unit II by 250 MW and 150 MW, respectively
2023 • Established a solar cell line in Unit III with an annual 2,000 MW 3,260 MW(2)
capacity of 1,250 MW
• Established a solar module line in Unit IV with an
annual capacity of 1,600 MW
• Expanded the installed capacity of the solar module
line in Unit II by 500 MW
2024 Established a solar module line in Unit V with an annual 2,000 MW 3,360 MW
capacity of 100 MW

Notes:
(1) Retired the 75 MW capacity solar cell manufacturing line in Unit I in 2018.
(2) Reduced the installed capacity of the solar module line in Unit I by 210 MW.

We are also now moving towards the production of solar cells with TOPCon technology, a process that uses n-
type cells capable of reaching efficiencies of between 24.5% to 25.2%. (Source: F&S Report) We are committed
to maintaining our production at the forefront of solar technology and continuing to meet the market’s developing
needs by enhancing the efficiency and performance of our solar cells. Within Fiscal 2025, we plan to commission
a new 1,000 MW annual installed capacity production line for TOPCon solar cells in Unit II. Additionally, we
aim to allocate a portion of the proceeds from the Fresh Issue towards establishing additional TOPCon solar cell
and solar module lines each with an annual installed capacity of 4 GW at a new manufacturing facility. For further
details, please see “Objects of the Offer” on page 119.
We have a presence in various steps along the solar power value chain from the manufacturing of solar cells to
solar modules to providing EPC solutions, O&M services and being an independent power producer. We are
continuing in this direction, aiming to extend our backward integration to include the production of ingots and
wafers which are crucial elements in the production process of solar cells and will improve our resilience against
market and supply fluctuations. Once implemented, we intend to utilize these components for our own solar cell
production needs and also offer wafers in the market. The move towards further integration is strategically aimed
at improving cost efficiency, strengthening supply chain management and enhancing the overall quality and
efficiency of our solar cells. In managing more of the production process, our goal is to ensure better traceability
of the components we use in our manufacturing process, particularly for “clean silicon” solar cells – a term that
signifies raw materials sourced from ESG-compliant sources and vendors and is of growing significance in the
export market. (Source: F&S Report)
Our ability to profitably expand our capacities is dependent on our ability to efficiently manage our corresponding
increase in expenditures and achieve timely completion and commissioning of the expanded capacities. As our
existing and planned capacity additions come into greater utilization and translate into commercial production in
line with increased demand for our products, it is expected to result in an increase in our production volumes.
Focus on overseas market
Our integrated status supports our overseas revenue streams especially from countries such as the United States
owing to our products, particularly our solar cells, being manufactured in India. Our integrated nature also supports
greater traceability of the components we use in our manufacturing process. Such traceability is especially
important for countries such as the United States which have strict policies on the origination of raw materials and
components. For the nine months ended December 31, 2023, we were the largest Indian exporter of solar cells to
the United States, which is one of the largest markets for solar panels globally (Source: F&S Report), with a total
of 230.75 MW solar cells exported globally. The table below provides details of our revenue from operations for
Fiscals 2021, 2022 and 2023 and the nine months ended December 31, 2023 by each customer segment:
Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023 Nine months ended
December 31, 2023
Amount Percentage Amount Percentage Amount Percentage Amount Percentage
(₹ of revenue (₹ of revenue (₹ of revenue (₹ of revenue
million) from million) from million) from million) from
operations operations operations operations
(%) (%) (%) (%)
Domestic 6,923.92 98.71 7,360.59 99.08 14,210.38 99.48 16,727.13 82.92
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 Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023 Nine months ended
December 31, 2023
Amount Percentage Amount Percentage Amount Percentage Amount Percentage
(₹ of revenue (₹ of revenue (₹ of revenue (₹ of revenue
million) from million) from million) from million) from
operations operations operations operations
(%) (%) (%) (%)
- IPP 1,205.33 17.18 1,792.86 24.13 3,166.44 22.17 7,746.58 38.40
- OEM 1,572.22 22.41 2,337.27 31.46 5,825.20 40.78 2,849.59 14.13
- 2,172.55 30.97 1,692.14 22.78 1,727.28 12.09 1,452.96 7.20
Government
- Others 1,973.82 28.14 1,538.32 20.71 3,491.46 24.44 4,678.01 23.19
Export 90.66 1.29 68.12 0.92 74.96 0.52 3,444.93 17.08
Total 7,014.58 100.00 7,428.71 100.00 14,285.34 100.00 20,172.06 100.00

We also plan to expand our manufacturing footprint into the United States and to this end, we signed a letter of
intent in February 2024 with an American solar manufacturer to enter into a joint venture to develop, construct
and operate a TOPCon solar cell manufacturing facility (which may include the manufacturing of solar modules)
in the United States. Under the terms of the letter of intent, our Subsidiary, PEPPL, intends to among others
contribute its technology, engineering and operational expertise in the manufacture of solar cells to the joint
venture while our potential joint venture partner intends to, among others, contribute their human resources,
financial resources, supply chain and logistics and regulatory expertise. We also signed a memorandum of
understanding in April 2024 with, among others, an international solar wafer and solar module manufacturer and
an international semiconductor wafer supplier to establish a new company dedicated in wafering solar bricks into
wafers in Malaysia.
We remain committed to nurturing our relationships with our current international customers while seeking to
broaden our customer base. Our aim is to not only intensify our presence in the international markets where we
currently export our products but also to penetrate additional overseas markets. Each country we export to enforces
its own import regulations, including those specific to solar energy products. Should there be any alterations in
these policies, such as the introduction of anti-dumping duties, our management will need to dedicate significant
attention to reassess the viability of continuing our exports to the affected country. Additionally, as we venture
into new international markets, we recognize that our marketing and management experience is limited or non-
existent. This expansion will demand considerable management focus and resources to effectively handle the
growth of our business in these new regions.
Import restrictions and import duties
A significant portion of the raw materials we use in the production of our solar cells and modules are imported
from China and other Southeast Asian jurisdictions.
The table below sets forth our cost of imported raw materials from China and other jurisdictions as a percentage
of our total purchases for the year / period indicated:
For the nine months
Fiscal 2021 Fiscal 2022 Fiscal 2023 ended December 31,
2023
Percentage Percentage Percentage Percentage
Particulars Amount of total Amount of total Amount of total Amount of total
purchases purchases purchases purchases
(₹ (₹ (₹ (₹
(%) (%) (%) (%)
million) million) million) million)
Cost of imported
materials from China 1,169.45 22.27 3,057.09 41.36 6,982.59 44.03 7,842.58 46.91
Cost of imported
materials from other
countries 718.78 13.69 1,436.34 19.43 1,704.63 10.75 2,855.98 17.08

For our raw materials and components, we typically make purchases through purchase orders placed in advance,
based on projected needs. Therefore, maintaining strong relationships with our suppliers is critical to our success.
Further, given that we procure raw materials from various international suppliers in addition to vendors within
India, we may be susceptible to price volatility due to factors such as market shifts, currency exchange rates,
environmental conditions, production and transportation costs as well as changes in domestic and international

354
governmental policies and trade sanctions. In the event we are unable to continue importing these raw materials
from our current suppliers or face significant restrictions in doing so, there can be no assurance that we will be
successful in sourcing the raw materials we require from alternate suppliers on favorable terms in a timely manner
or at all.
We also import machinery from overseas to support our operations. In particular, we import all of our module
manufacturing tools and a part of our solar cells manufacturing tools from China. Importing such machinery
entails several risks and challenges that could adversely affect our business, results of operations, financial
condition and cash flows, such as changes in government policies or trade agreements, could lead to increased
tariffs or import restrictions, resulting in higher costs or difficulties in importing machinery which could lead to a
delay in our operations, impact our production schedules and overall business operations.
Any restrictions, either from the Government of India or any state or provincial government or any other
regulatory authority, or from restrictions imposed by any other applicable authorized bilateral or multilateral
organizations, on such imports from China and other jurisdictions in which our principal suppliers are located,
may adversely affect our business. For example, the Government of India introduced the safeguard duty in July
2018 on the import of solar cells which was applicable until July 2021 and replaced with a significantly higher
basic customs duty of 25% on solar cells with effect from April 1, 2022. The imposition of such high basic customs
duty on imported solar cells has impacted our cost of materials in the manufacture of solar modules. Fluctuations
in import duties can consequently affect our material costs and operating margins. If we are unable to balance
increases in material costs with corresponding price hikes for our products, our profit margins will inevitably
decline.
Such restrictions or import duties on our raw materials or the machinery essential for module manufacturing,
which we need to import for our planned capacity expansion and technology upgrades, could negatively affect
our operational results and business outlook.
Regulatory landscape and policies
The solar energy industry in which we operate is subject to constant change. Our business is heavily dependent
on the Government of India, state governments, government policies that encourage establishment and adoption
of solar energy projects. We intend to continue growing our operations and presence in India’s solar sector
especially given the favorable regulatory environment and several government initiatives geared towards
encouraging domestic production of solar cells and solar modules.
For instance, the GoI’s DCR requires the use of locally-produced solar cells and solar modules, adhering to the
standards and testing criteria established by the MNRE. With our ability to produce DCR-compliant solar cells
and solar modules at scale and with the demand for DCR modules in India currently outpacing the production
capacity of solar cells as per the F&S Report, we believe we are ideally positioned to expand our manufacturing
capabilities by capitalizing on this market opportunity. Our Subsidiary, PEPPL, is on the ALMM, a list of models
and manufacturers of solar modules which have been approved by the MNRE for use in solar projects in India
such as government projects, government-assisted projects, government schemes and programs, and open access
and net-metering projects. Further support comes from various governmental schemes aimed at promoting
domestic solar module usage including the CPSU scheme, the PM-KUSUM Scheme and the Grid Connected
Solar Rooftop Programme. Some of these schemes offer central financial assistance or a viability gap funding
element to bridge the price gap between imported and domestic solar cells and modules. Utilizing domestically
manufactured DCR cells and modules is a prerequisite for accessing such financial support from the government
or to participate in such schemes. (Source: F&S Report) Additional domestic market opportunities include, among
others, Indian Railways’ move to electrify its railway tracks. (Source: F&S Report)
We previously benefitted from capital subsidies offered by the state and central governments such as M-SIPS and
SEPCS and we intend to continue to avail these and other state and central subsidies and incentives moving
forward if available. In Fiscal 2023, our Subsidiary, PEPPL, received M-SIPS subsidies of ₹327.66 million. As
of December 31, 2023, we have claimed further capital subsidy receivables from the Government of Telangana
of ₹338.64 million which will be recognized only on receipt.
Moreover, we cannot guarantee that future laws or regulations won't be enacted, enforced, or interpreted in ways
that could materially harm our business and operational results. Any negative shifts in the legal or policy landscape
could saddle us with higher compliance costs, necessitate additional approvals and licenses, compel us to adjust
our business strategy, or impose stringent requirements and conditions on our operations.
Ability to effectively execute and expand our order book

355
Our Company’s order book as of a particular date comprises the estimated revenues from the unexecuted portions
of all the existing contracts. As of March 15, 2024, we had an order book of ₹53,620.51 million of which
₹11,974.98 million was in relation to non-DCR solar modules, ₹32,129.03 million was in relation to DCR solar
modules, ₹8,015.92 million was in relation to solar cells and ₹1,500.57 million was in relation to EPC projects.
The order book above also includes the order we received from NTPC in December 2023 for the supply of 611.04
MW bifacial solar modules. With respect to this order, we had initially submitted a bid to supply 152 MW of solar
modules, but we were subsequently invited to increase the supply to 611.04 MW through a bucket-filling mode.
The manner in which we calculate and present our Company’s order book information may vary from the manner
in which such information is calculated and presented by other companies, including our competitors. The order
book information included in this Draft Red Herring Prospectus is not audited and does not necessarily indicate
our future earnings. Our order book should not be considered in isolation or as a substitute for performance
measures. Our order book and the new projects that we have and will continue to bid for in the future will have
an effect on the revenues we will earn in the future. In addition, our project implementation schedule may vary
due to various factors that may be beyond our control, including, among others, the availability of raw materials
and the timely delivery and execution of the order. These depend on various factors such as the value of the project,
the timeline for completion and payments to be made as per the agreed timelines. See “Risk Factors - Orders in
our order book may be delayed, modified or cancelled, which may have an adverse impact on our business,
results of operations and cash flows. Our past as well as our existing order book and our growth rate may not
be indicative of the number of orders we will receive or our growth in the future” on page 36.
Relationship with key customers
We are dependent on certain key customers for our business. The table below provides details of our revenue from
our largest customer, top five customers and top 10 customers compared to our revenue from operations for Fiscals
2021, 2022 and 2023 and the nine months ended December 31, 2023:

Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023 Nine months ended
December 31, 2023
Amount Percentage Amount Percentage Amount Percentage Amount Percentage
(₹ of revenue (₹ of revenue (₹ of revenue (₹ of revenue
million) from million) from million) from million) from
operations operations operations operations
(%) (%) (%) (%)
Largest 987.41 14.08 1,473.44 19.83 2,623.60 18.37 2,323.45 11.52
customer
Top 5 3,325.61 47.41 3,736.32 50.30 8,185.86 57.30 10,014.08 49.64
customers
Top 10 4,526.03 64.52 4,918.01 66.20 10,794.63 75.56 15,049.48 74.61
customers

The identity of our 10 largest customers and our largest customer varies between fiscal years and periods. Since
we are dependent on certain key customers for a significant portion of our revenue, the loss of any one or more of
such key customers for any reason (including due to loss of contracts or failure to negotiate acceptable terms in
contract renewal negotiations, disputes with customers, adverse change in the financial condition of such
customers, including due to possible bankruptcy or liquidation or other financial hardship, merger or decline in
their sales, reduced or delayed customer requirements, plant shutdowns, labor strikes or other work stoppages)
could have an adverse effect on our business, results of operations and financial condition. Customers in our
markets may consolidate and grow in a manner that could affect their relationship with us. For instance, if one of
our customers is acquired by any other company, its management may get reshuffled which may affect our
relationship with such customer, and we may not be able to retain any favorable terms that we agreed to in the
past and may even lose that acquired customer’s business.
In addition to these factors, these key customers may also replace us with our competitors or replace their existing
products with alternative products which we do not supply or could refuse to renew existing arrangements on
terms acceptable to us or at all. For details on our contracts with customers, see “Risk Factors – Certain of our
agreements with our key customers have onerous terms which could result in termination if breached which
in turn could have a material adverse effect on our business, financial condition, results of operations and cash
flows” on page 37. In addition, as we generally have short to medium term arrangements ranging from two months
to three years including long term agreements for the supply of our products to our customers there can be no
assurance that our significant customers in the past will continue to place similar orders with us in the future.

356
While none of our customers has terminated their arrangements with us in the past three Fiscals and the nine
months ended December 31, 2023, there can be no assurance that we will be able to maintain our existing volume
of business with these key customers or that we will be able to offset any reduction of prices to these customers
with reductions in our costs or by obtaining new customers. In the event of our failure to retain one or more of our
key customers, it will have an adverse effect on our financial performance and result of operations.
Competition
As a solar module manufacturer in India, we compete with other Indian solar module manufacturers. For instance,
our competitors may develop production technologies that enable them to produce solar cells and solar modules
with higher conversion efficiencies at a lower cost than our current and proposed products. While we believe we
are well-positioned to compete with these companies given our strategy of backward integration into wafers and
ingots, while at the same time offering a complete range of solar cells and solar modules across India and
increasingly in international markets, competition in the solar manufacturing industry is likely to further intensify
in view of the favorable regulatory impetus. We may also need to evolve our offerings from time to time and to
this end, we are moving towards the production of solar cells with TOPCon technology, a process that uses n-type
cells capable of reaching efficiencies between 24.5% to 25.2%. (Source: F&S Report) We are committed to
maintaining our production at the forefront of solar technology and continuing to meet the market’s developing
needs by enhancing the efficiency and performance of our solar cells. Within Fiscal 2025, we plan to commission
a new 1,000 MW capacity production line for TOPCon solar cells in Unit II.
With over 29 years of operating history in the solar energy space and the quality of our products, our product
development capability and our range of solar cells and solar modules, we aim to compete effectively with our
industry peers. For further information on the competition we face in the markets in which we operate, see “Risk
Factors – We face intense competition in our markets, and we may lack sufficient financial or other resources
to maintain or improve our competitive position” and “Industry Overview” on pages 58 and 152, respectively.
Increased competition will likely impact pricing of our products, margins and our market share in India and for
export sales from India.

MATERIAL ACCOUNTING POLICIES

The restated consolidated financial information of the Group and its associates comprise the restated consolidated
statement of assets and liabilities as at December 31, 2023, March 31, 2023, March 31, 2022 and March 31, 2021,
the restated consolidated statements of profit and loss (including other comprehensive income), the restated
consolidated statements of changes in equity and the restated consolidated statements of cash flows for the nine
month period ended December 31, 2023 and for the years ended March 31, 2023, March 31, 2022 and March 31,
2021 and the summary of material accounting policies and explanatory notes (collectively, the “Restated
Consolidated Financial Information”).
The Restated Consolidated Financial Information has been prepared by the management of the Group for the
purpose of inclusion in the Draft Red Herring Prospectus (the “DRHP”) to be filed with the Securities and
Exchange Board of India, National Stock Exchange of India Limited and BSE Limited in connection with its
proposed Initial Public Offer of equity shares (“IPO”) prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the “Act”);
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018 as amended; and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (ICAI) as amended.

The Restated Consolidated Financial Information has been compiled from:

a) the audited consolidated interim financial statements of the Group and its associates as at and for the nine
month period ended December 31, 2023 prepared in accordance with recognition and measurement principles
of Indian Accounting Standard (Ind AS) 34 “Interim Financial Reporting”, specified under section 133 of the
Act and other accounting principles generally accepted in India (the “Special Purpose Consolidated Interim
Ind AS Financial Statements”), which have been approved by the Board of Directors at their meeting held
on March 14, 2024.
b) the audited consolidated financial statements of the Group and its associates as at and for the years ended
March 31, 2023, March 31, 2022 and March 31, 2021 prepared in accordance with the Ind AS specified under
Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended, and

357
 other accounting principles generally accepted in India, which have been approved by the Board of Directors
at their meeting held on September 29, 2023, December 22, 2022 and December 21, 2021 respectively.
The accounting policies have been consistently applied by the Group in preparation of the Restated Consolidated
Financial Information and are consistent with those adopted in the preparation of Special Purpose Consolidated
Interim Ind AS Financial Statements.
The Restated Consolidated Financial Information:
a) has been prepared after incorporating adjustments for the changes in accounting policies, material errors and
regrouping/reclassifications retrospectively in the financial years ended March 31, 2023, March 31, 2022 and
March 31, 2021, to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed as at and for the nine-month period ended December 31, 2023;
b) does not require any adjustment for modification as there is no modification in the underlying audit report.
There is an item relating to emphasis of matter (refer to subsequent paragraph), which does not require any
adjustment to the Restated Consolidated Financial Information.
The auditor’s report dated December 21, 2021 on the Consolidated Ind AS financial statements of the Group as
at and for the year ended March 31, 2021 includes the following emphasis of matter paragraph: (as referred to in
Note 29 to the Restated Consolidated Financial Information)
“We draw attention to Note 26 of the consolidated Ind AS financial statements wherein certain non-compliances
with ESI and PF Acts have been reported with respect to a subsidiary audited by other auditor. The auditors of
such a subsidiary company have reported an Emphasis of Matter in this regard in their report of the said
subsidiary company.
Our opinion is not modified in respect of above matter.”
Functional and presentation currency
All amounts have been presented in millions unless otherwise stated. Items included in the financial statements of
the Group are measured using the currency of the primary economic environment in which the Group operates
(i.e. the “functional currency”). The Restated Consolidated Financial Information is presented in Indian Rupee,
the national currency of India, which is the functional currency of the Company.
Principles of Consolidation
Subsidiary
The Restated Consolidated Financial Information comprises the financial statements of the Company and its
subsidiaries for the nine month period ended December 31, 2023 and for the years ended March 31, 2023, March
31, 2022, and March 31, 2021.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over the investee. Specifically, the Group
controls an investee if and only if the Group has:

• power over the investee (i.e., existing rights that give it the current ability to direct the relevant
activities of the investee);
• exposure, or rights, to variable returns from its involvement with the investee; and
• the ability to use its power over the investee to affect its returns.

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption
and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all
relevant facts and circumstances in assessing whether it has power over an investee, including:

• the contractual arrangement with the other vote holders of the investee;
• rights arising from other contractual arrangements; and
• the Group’s voting rights and potential voting rights.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the
Group loses control over the subsidiary. Any gain/loss on acquisition or disposal of a subsidiary are included in
profit or loss from the date the Group gains control until the date when the Group ceases to control the subsidiary.

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The Group combines the restated financial statements of the parent and its subsidiary line by line adding together
like items of assets, liabilities, equity, income and expenses. Intercompany transactions, balances and unrealized
gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the
transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Non-controlling
interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net
assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’
proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of measurement
basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair
value or, when applicable, on the basis specified in another Ind AS.
Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted for as equity
transactions. The carrying amount of the Group’s interests and the non-controlling interests are adjusted to reflect
the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-
controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in
equity and attributed to the owners of the Group.
When the Group loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated
as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any
retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the
subsidiary and any non-controlling interests. All amounts previously recognized in other comprehensive income
in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or
liabilities of the subsidiary (i.e., reclassified to profit or loss or transferred to another category of equity as
required/permitted by applicable Ind AS). The fair value of any investment retained in the former subsidiary at
the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under
Ind AS 109 when applicable, or the cost of initial recognition of an investment in an associate or a joint venture.
Associates
Investment in entities in which there exists significant influence but not a controlling interest are accounted for
under the equity method i.e., the investment is initially recorded at cost, identifying any goodwill/capital reserve
arising at the time of acquisition, as the case may be, which will be inherent in investment. The carrying amount
of the investment is adjusted thereafter for the post-acquisition change in the share of net assets of the investee,
adjusted where necessary to ensure consistency with the accounting policies of the Group. The restated statement
of profit and loss includes the Group’s share of the results of the operations of the investee.
Basis of Measurement
The Restated Consolidated Financial Information has been prepared on accrual and going concern basis under the
historical cost convention except for certain class of financial assets/ liabilities and share based payments that are
measured at fair value as required by relevant Ind AS.
(i) Certain financial assets and liabilities measured at fair value (refer to the accounting policy on financial
instruments);

(ii) Asset classified as held for sale

All assets and liabilities have been classified as current or non-current as per the Group’s operating cycle and
other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of services and the time
between the rendering of service and their realization in cash and cash equivalents, the Company has ascertained
its operating cycle as twelve months for the purpose of current and non-current classification of assets and
liabilities:
An asset is treated as current when it is:

• Expected to be realized or intended to be sold or consumed in the normal operating cycle;

• Held primarily for the purpose of trading;
• Expected to be realized within 12 months after the reporting period; or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12
months after the reporting period.

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All other assets are classified as non-current.
A liability is current when:

• It is expected to be settled in the normal operating cycle;

• It is held primarily for the purpose of trading;
• It is due to be settled within 12 months after the reporting period; or
• There is no unconditional right to defer the settlement of the liability for at least 12 months after the
reporting period.

The Group classifies all other liabilities as non-current.

Use of estimates
In preparing these financial statements, our management has made judgements, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized prospectively.
Critical estimates and judgements
Information about critical judgments in applying accounting policies, as well as estimates and assumptions that
have the most significant effect to the carrying amounts of assets and liabilities within the next financial year, are
included below:
(i) Share-based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate
valuation model, which is dependent on the terms and conditions of the grant. This estimation requires
determination of the most appropriate inputs to the valuation model including the expected life of the share option,
volatility and dividend yield and making assumptions about them. The Black Scholes valuation model has been
used by the management for share based payment transactions. The assumptions and models used for estimating
fair value for share-based payment transactions are disclosed in Note 37 to the Restated Consolidated Financial
Information.
(ii) Taxation
Deferred tax, subject to the consideration of prudence, is recognized on temporary differences between the taxable
income and accounting income that originate in one period and are capable of reversal in one or more subsequent
periods. Deferred tax assets are recognized to the extent that there is reasonable certainty that sufficient future tax
income will be available against which such deferred tax assets can be realized.
(iii) Defined employee benefit plans (Gratuity)
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using
actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual
developments in the future. These include the determination of the discount rate, future salary increases and
mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit
obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting
date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans
operated in India, the management considers the interest rates of government bonds in currencies consistent with
the currencies of the post-employment benefit obligation. The mortality rate is based on publicly available
mortality tables for the specific countries. Those mortality tables tend to change only at interval in response to
demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates
for the respective countries.
(iv) Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured
based on quoted prices in active markets, their fair value is measured using valuation techniques including the
Discounted Cash Flow (“DCF”) model. The inputs to these models are taken from observable markets where
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possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements
include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about
these factors could affect the reported fair value of financial instruments.
(v) Depreciation on property, plant and equipment
Depreciation on property, plant and equipment is calculated on a straight-line basis using the rates arrived at based
on the useful lives and residual values of all its property, plant and equipment estimated by the management. The
management believes that depreciation rates currently used fairly reflect its estimate of the useful lives and
residual values of property, plant and equipment, though these rates in certain cases are different from lives
prescribed under Schedule II of the Companies Act, 2013.
(vi) Impairment of investments
The Group reviews its carrying value of investments annually, or more frequently when there is an indication for
impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for.
(vii) Expected credit losses
The Group makes provision for doubtful receivables based on a provision matrix which takes into account
historical credit loss experience and adjusted for forward looking information. The expected credit loss allowance
is based on the ageing of the days the receivables are due and the rates as per the provision matrix.
(viii) Inventories
Inventories are stated at the lower of cost and net realizable value. In estimating the net realizable value of
inventories, the Group makes an estimate of future selling prices and costs necessary to make the sale.
Summary of material accounting policies
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as
the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any
noncontrolling interests in the acquiree. For each business combination, the Group elects whether to measure the
noncontrolling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net
assets. Acquisition-related costs are expensed as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their
acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities representing
present obligation and they are measured at their acquisition fair values irrespective of the fact that outflow of
resources embodying economic benefits is not probable.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the
amount recognized for non-controlling interests, and any previous interest held, over the net identifiable assets
acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate
consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and
all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognized at the
acquisition date.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each
of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether
other assets or liabilities of the acquiree are assigned to those units.
A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently
when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is
less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill
allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in
the unit. Any impairment loss for goodwill is recognized in the restated consolidated statement of profit and loss.
An impairment loss recognized for goodwill is not reversed in subsequent periods. Where goodwill has been
allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated
with the disposed operation is included in the carrying amount of the operation when determining the gain or loss
on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed
operation and the portion of the cash generating unit retained.
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If an item in the financial statements of a company are treated differently pursuant to an order made by a court or
tribunal, as compared to the treatment required by the relevant accounting standards, the accounting treatment of
a transaction as required by the order of the court or tribunal (or other similar authority) overrides the accounting
treatment that would otherwise be required to be followed in respect of the transaction and it is mandatory for the
company concerned to follow the treatment as per the order of the court or tribunal and accordingly, net gain/loss
on transfer of assets pertaining demerged business of subsidiary was adjusted against retained earnings of the
company and similar accounting treatment is considered by the Group for the purpose of consolidation.
Foreign currency transactions and balances:
Transactions in foreign currencies are initially recorded by the Group at its functional currency spot rates at the
date the transaction first qualifies for recognition. However, for practical reasons, the group uses an average rate
if the average approximates the actual rate at the date of the transaction.
Monetary assets and liabilities denominated in foreign currency are translated into the functional currency at the
exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at the fair value in a
foreign currency are translated into the functional currency at the exchange rate when the fair value was
determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency
are translated at the exchange rate at the date of transaction.
Fair value measurement:
The Group measures financial instruments, such as, derivatives at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value
measurement of a non-financial asset takes into account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use
the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of
unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial
statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input
that is significant to the fair value measurement as a whole:

• Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
• Level 2: Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable;
• Level 3: Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines
whether transfers have occurred between levels in the hierarchy by re-assessing the categorization (based on the
lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
In estimating the fair value of an asset or a liability, the Group uses market observable data to the extent it is
available. Where level 1 inputs are not available, the Group engages third party qualified valuers to perform the
valuation. Any change in the fair value of each asset and liability is also compared with relevant external sources
to determine whether the change is reasonable.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of
the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained
above.

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Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
Financial assets
Initial recognition and measurement
All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair
value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. However,
trade receivables that do not contain a significant financing component are measured at transaction price.
Subsequent measurement
For purposes of subsequent measurement, a ‘financial asset’ is measured at the amortized cost if both the following
conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash
flows, and

b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal
and interest (“SPPI”) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortized cost using the effective
interest rate (“EIR”) method. Amortized cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance
income in the restated consolidated statement of profit and loss.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is
primarily derecognized (that is, removed from the Group’s balance sheet) when:
a) the rights to receive cash flows from the asset have expired, or

b) the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay
the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement;
and either:

(i) the Group has transferred substantially all the risks and rewards of the asset, or

(ii) the Group has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has
neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the
asset, the Group continues to recognize the transferred asset to the extent of the Group’s continuing involvement.
In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are
measured on a basis that reflects the rights and obligations that the Group has retained.
Impairment of financial assets
In accordance with Ind AS 109, the Group applies the expected credit loss (“ECL”) model for measurement and
recognition of impairment loss on the following financial assets and credit risk exposure:
a) Financial assets that are debt instruments and are measured at amortized cost, for example, loans, deposits
and bank balances.

b) Trade receivables that result from transactions that are within the scope of Ind AS 115.

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The Group follows ‘simplified approach’ for recognition of impairment loss. The application of simplified
approach does not require the Group to track changes in credit risk. Rather, it recognizes impairment loss
allowance based on lifetime ECLs at each reporting date, right from its initial recognition. For recognition of
impairment loss on other financial assets and risk exposure, the Group determines that whether there has been a
significant increase in the credit risk since initial recognition.
If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if
credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the
instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then
the entity reverts to recognizing impairment loss allowance based on 12-month ECL.
Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a
financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that
are possible within 12 months after the reporting date.
ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract
and all the cash flows that the entity expects to receive (that is, all cash shortfalls), discounted at the original
effective interest rate. When estimating the cash flows, an entity is required to consider:

• All contractual terms of the financial instrument (including prepayment, extension and similar options) over
the expected life of the financial instrument. However, in rare cases when the expected life of the financial
instrument cannot be estimated reliably, then the entity is required to use the remaining contractual term of
the financial instrument.

• Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual
terms.

As a practical expedient, the Group uses a provision matrix to determine impairment loss allowance on portfolio
of its trade receivables. The provision matrix is based on its historically observed default rates over the expected
life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical
observed default rates are updated and changes in the forward-looking estimates are analyzed.
Investments in equity shares and preference shares of subsidiaries and associates
The Group accounts for its investments in equity shares of subsidiaries and associates at cost less accumulated
impairment losses (if any) in its consolidated financial statements. Investment in preference shares of subsidiaries,
associates and joint ventures are also accounted at cost less accumulated impairment losses if the issuer classifies
these instruments as equity instruments.
Investments in other entities
All other investments are measured at fair value, with value changes recognized in the statement of consolidated
profit and loss, except for those investments for which the Group has elected to present the value changes in “other
comprehensive income”. However, dividend on such equity investments are recognized in the statement of
consolidated profit and loss when the Group’s right to receive payment is established.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss
(“FVTPL”), loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective
hedge, as appropriate.
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts,
financial guarantee contracts and derivative financial instruments.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below.
Financial liabilities at fair value through profit or loss
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Financial liabilities at fair value through profit or loss include financial liabilities designated upon initial
recognition as at fair value through profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such
at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as
FVTPL, fair value gains / losses attributable to changes in own credit risk are recognized in other comprehensive
income (“OCI”). These gains / losses are not subsequently transferred to the restated consolidated statement of
profit and loss. However, the Group may transfer the cumulative gain or loss within equity. All other changes in
fair value of such liability are recognized in the restated consolidated statement of profit and loss. The Group has
not designated any financial liability as at fair value through profit and loss.
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using
the EIR method. Gains and losses are recognized in restated consolidated statement of profit and loss when the
liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that
are an integral part of the EIR. The EIR amortization is included as finance costs in the restated consolidated
statement of profit and loss.
The Group enters into arrangements whereby banks and financial institutions make direct payments to suppliers
for raw materials and project materials. The banks and financial institutions are subsequently repaid by the Group
at a later date providing working capital timing benefits. These are normally settled within 12 months. The
economic substance of the transaction is determined to be financing in nature and these are recognized as current
borrowings. Interest expense on these are recognized in the finance cost. Payments made by banks and financial
institutions to the suppliers are treated as borrowings and settlement of dues to suppliers by the Group is treated
as an operating cash outflow reflecting the substance of the payment. Previous year numbers have been reclassified
as necessary.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
An exchange with a lender of debt instruments with substantially different terms is accounted for as an
extinguishment of the original financial liability and the recognition of a new financial liability.
Similarly, a substantial modification of the terms of an existing financial liability is accounted for as an
extinguishment of the original financial liability and the recognition of a new financial liability. The difference
between the carrying amount of the financial liability derecognized and the consideration paid and payable is
recognized in the restated consolidated statement of profit and loss.
Reclassification of financial assets
The Group determines classification of financial assets and liabilities on initial recognition. After initial
recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities.
For financial assets which are debt instruments, a reclassification is made only if there is a change in the business
model for managing those assets. Changes to the business model are expected to be infrequent. The Group’s senior
management determines change in the business model as a result of external or internal changes which are
significant to the Group’s operations. Such changes are evident to external parties. A change in the business model
occurs when the Group either begins or ceases to perform an activity that is significant to its operations. If the
Group reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which
is the first day of the immediately next reporting period following the change in business model. The Group does
not restate any previously recognized gains, losses (including impairment gains or losses) or interest.
Offsetting of financial instruments
Financial assets and financial liabilities are offset, and the net amount is reported in the balance sheet if there is a
currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis,
to realize the assets and settle the liabilities simultaneously.
Derivative instruments
The Group uses derivative financial instruments, such as forward currency contracts to hedge its foreign currency
risks. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative

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contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets
when the fair value is positive and as financial liabilities when the fair value is negative. Any gains or losses
arising from changes in the fair value of derivatives are taken directly to consolidated statement of profit and loss.
Changes in the fair value of derivative contracts that economically hedge monetary assets and liabilities in foreign
currencies, and for which no hedge accounting is applied, are recognized in the statement of profit and loss. The
changes in fair value of such derivative contracts, as well as the foreign exchange gains and losses relating to the
monetary items, are recognized in the restated consolidated statement of profit and loss.
Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment and investment property are measured at cost which includes capitalized
borrowing cost less accumulated depreciation and accumulated impairment losses if any, except for freehold land,
which is carried at historical cost.
Cost of an item of property, plant and equipment comprises its purchase price, including import duties and non-
refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing
the item to its working condition for its intended use and estimated costs of dismantling and removing the item
and restoring the site on which it is located.
(ii) Subsequent expenditure
Subsequent expenditure relating to property, plant and equipment is capitalized only when it is probable that future
economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured
reliably. All other expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and
cost of replacing parts, are charged to the restated consolidated statement of profit and loss for the period during
which such expenses are incurred.
(iii) Depreciation
(a) Assets such as freehold land are not depreciated.

(b) Other property, plant and equipment are stated at cost less accumulated depreciation and any provision
for impairment. Depreciation commences when the assets are ready for their intended use. Depreciation
is calculated on the depreciable amount, which is the cost of an asset less its residual value using the
straight-line method and recognized in restated consolidated statement of profit and loss. Depreciation is
provided at rates calculated to write off the cost, less estimated residual value, of each asset on a straight-
line basis over its expected useful life. The useful life of the items of property, plant and equipment
estimated by the management for the current and comparative period are in line with the useful life as
per Schedule II of the Companies Act, 2013.

Depreciation methods, useful lives and residual values are reviewed at each financial year end and changes in
estimates, if any, are accounted for prospectively.
(iv) Gain and loss on disposal of item of property, plant and equipment
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the
proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized net within
other income/other expenses in restated consolidated statement of profit and loss. An item of property, plant and
equipment and any significant part initially recognized is derecognized upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated
as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the restated
consolidated statement of profit and loss, when the asset is derecognized.
(v) Residual values
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at
each financial year end and adjusted prospectively, if appropriate.
Investment Property
Investment properties held to earn rentals or for capital appreciation or both are stated in the restated consolidated
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balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment
losses. Subsequent expenditure on major maintenance or repairs includes the cost of the replacement of parts of
assets. Where an asset or part of an asset is replaced and it is probable that future economic benefits associated
with the item will be available to the Group, the expenditure is capitalized and the carrying amount of the item
replaced is derecognized. All other repairs and maintenance costs are recognized in the restated consolidated
statement of profit and loss.
Depreciation is charged on a straight-line basis over their estimated useful lives. Any gain or loss on disposal of
investment property is determined as the difference between net disposal proceeds and the carrying amount of the
property and is recognized in the restated consolidated statement of profit and loss. Transfer to, or from,
investment property is at the carrying amount of the property.
Intangible assets
(i) Recognition and measurement
Costs relating to software, which is acquired, are capitalized and amortized on a straight-line basis over their
estimated useful lives in line with Companies Act, 2013.
(ii) Subsequent expenditure
Subsequent expenditure is capitalized only when it increases future economic benefits embodied in the specific
asset to which it relates. All other expenditure are charged to the restated consolidated statement of profit and loss
for the period during which such expenses are incurred.
(iii) Useful life and residual values are reviewed at the end of each financial year.
Inventories
Inventories are valued at lower of cost and net realizable value. Raw Materials and other items held for use in the
production of inventories are not written down below cost if the finished products in which they will be
incorporated are expected to be sold at or above cost. Cost includes cost of purchase and other costs incurred in
bringing the inventories to their present location and condition.
Finished goods includes cost of direct materials and labor and a proportion of manufacturing overheads based on
the normal operating capacity but excluding borrowing costs.
Work-in-progress and finished goods are valued at lower of cost and net realizable value. Cost includes direct
materials and labor and a proportion of manufacturing overheads based on normal operating capacity. Cost of
finished goods includes excise duty.
Stores and spares are valued at the lower of cost and net realizable value.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and estimated costs necessary to make the sale.
Impairment of non-financial assets
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s
recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”)
fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset,
unless the asset does not generate cash inflows that are largely independent of those from other assets or groups
of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
In determining fair value less costs of disposal, recent market transactions are taken into account. If no such
transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by
valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.
Impairment losses, including impairment on inventories, are recognized in the restated consolidated statement of
profit and loss. An assessment is made at each reporting date to determine whether there is an indication that
previously recognized impairment losses no longer exist or have decreased. If such indication exists, the Group

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estimates the asset’s or CGU’s recoverable amount. A previously recognized impairment loss is reversed only if
there has been a change in the assumptions used to determine the asset’s recoverable amount since the last
impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed
its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had
no impairment loss been recognized for the asset in prior periods/ years. Such reversal is recognized in the restated
consolidated statement of profit and loss unless the asset is carried at a revalued amount, in which case, the reversal
is treated as a revaluation increase.
Employee benefits
(i) Short term employee benefits
Employee benefits payable wholly within 12 months of receiving services are classified as short-term employee
benefits. These benefits include salary and wages, bonus and ex-gratia. The undiscounted amount of short-term
employee benefits to be paid in exchange for employee services is recognized as an expense as the related service
is rendered by the employees.
(ii) Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays specified contributions
to a separate entity and has no obligation to pay any further amounts. The Group makes specified obligations
towards an employee provident fund and employee state insurance to a Government administered provident fund
scheme and ESI scheme which is a defined contribution plan. The group’s contributions are recognized as an
expense in the restated consolidated statement of profit and loss during the period in which the employee renders
the related service.
(iii) Defined benefit plans
The Group’s gratuity benefit scheme is a defined benefit plan. The Group’s net obligation in respect of a defined
benefit plan is calculated by estimating the amount of future benefit that employees have earned and returned for
services in the current and prior periods; that benefit is discounted to determine its present value. The calculation
of the Group’s obligation under the plan is performed periodically by a qualified actuary using the projected unit
credit method.
The discount rates used for determining the present value of the obligation under a defined benefit plan are based
on the market yields on Government securities as at the consolidated balance sheet date. The Group’s gratuity
scheme is administered by Life Insurance Corporation of India.
When the benefits of the plan are changed or when a plan is curtailed, the resulting change in the benefit that
related to past service (‘past service cost’ or ‘past service gain’) or the gain or loss on curtailment is recognized
immediately in the restated consolidated statement of profit and loss. The Group recognizes gains or losses on the
settlement of a defined benefit plan when the settlement occurs.
Remeasurements, comprising actuarial gains and losses, the effect of the asset ceiling, excluding amounts included
in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net
interest on the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding
debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not
reclassified in the restated consolidated statement of profit and loss in subsequent periods.
(iv) Compensated absences
The employees can carry-forward a portion of the unutilized accrued compensated absences and utilize in future
service periods or receive cash compensation on termination of employment. Since the employee has an
unconditional right to avail the leave, the benefit is classified as a short-term employee benefit. The Group records
an obligation for such compensated absences in the period in which the employee renders the services that increase
this entitlement. The obligation is measured on the basis of independent actuarial valuation using the projected
unit credit method.
Provisions, Contingent Liabilities, Contingent Assets and Commitments
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or
all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognized as

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a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is
presented in the restated consolidated statement of profit and loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision
due to the passage of time is recognized as a finance cost.
Contingent liabilities are disclosed in respect of possible obligations that arise from past events, but their existence
is confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the Group.
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by
the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity.
Contingent assets are not recognized until the realization of the income is virtually certain.
Warranty
Provision is estimated for an expected warranty claim in respect of products sold during the year based on past
experience regarding the defective claim of products and cost of rectification or replacement. It is expected that
most of this cost will be incurred over the next 12 months which is as per warranty terms.
Share based payments
Employees of the Group receive remuneration in the form of share-based payments, whereby employees render
services as consideration for equity instruments.
Equity settled transactions
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using the
Black Scholes valuation model.
That cost is recognized, together with a corresponding increase in share-based payment reserves in equity, over
the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The
cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects
the extent to which the vesting period has expired and the Group’s best estimate of the number of equity
instruments that will ultimately vest. The statement of profit and loss expense or credit for a period represents the
movement in cumulative expense recognized as at the beginning and end of that period and is recognized in
employee benefits expense.
Service and non-market performance conditions are not taken into account when determining the grant date fair
value of awards, but the likelihood of the conditions being met is assessed as part of the Company’s best estimate
of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within
the grant date fair value.
Cash and cash equivalents
Cash and cash equivalents in the consolidated restated balance sheet comprise cash at banks and on hand and
short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of
changes in value.
Cash flow statement
Consolidated cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the
effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments.
The consolidated cash flows from operating, investing and financing activities of the Group are segregated.
Certain arrangements entered with financiers have been classified as borrowings by the Group. The Group
presents cash outflows to settle the liability arising from financing activities in its statement of cash flows.
Revenue Recognition
Revenue from contracts with customers is recognized to the extent that it is probable that the economic benefits
will flow to the Group and the revenue can be reliably measured, regardless of when the payment is being made.
When a performance obligation is satisfied, the revenue is measured at the transaction price which is consideration
received or receivable, net of returns and allowances, trade discounts and volume rebates after taking into account
contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.
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When another party is involved in providing goods or services to a customer, the Group determines whether the
nature of its promise is a performance obligation to provide the specified goods or services itself (i.e., the Group
is a principal) or to arrange for the other party to provide those goods or services (i.e., the Group is an agent).
When the Group considers itself as a principal and satisfies its performance obligation in a given arrangement, the
Group recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for
those goods or services transferred. When the Group considers itself as an agent and satisfies its performance
obligation in a given arrangement, the Group recognizes revenue in the amount of any fee or commission to which
it expects to be entitled in exchange for arranging for the other party to provide its goods or services. The Group’s
fee or commission is the net amount of consideration that the Group retains after paying the other party the
consideration received in exchange for the goods or services to be provided by that party. The Group derives
revenues primarily from the sale of solar modules, solar cells, solar accessories and construction/project related
activity.
The following is a summary of material accounting policies relating to revenue recognition.
Revenue from sale of goods
The Group recognizes revenue for the supply of goods to customers against orders received. The majority of
contracts that the Group enters into relate to sales orders containing single performance obligations for the delivery
of solar modules, solar cells, solar accessories and silicon wafers as per Ind AS 115. Product revenue is recognized
when control of the goods is passed to the customer. The point at which control passes is determined based on the
terms and conditions of each customer arrangement.
Revenue from sale of power is recognized net of cash discount, rebate, etc. when the power is supplied as it best
depicts the value to the customer and complete satisfaction of performance obligation.
Revenue from construction / project-related activity
Contract revenue is recognized over time to the extent of performance obligation satisfied and control is
transferred to the customer. Contract revenue is recognized at the allocable transaction price which represents the
amount of consideration to which the group expects to be entitled in exchange for transferring good or service to
a customer excluding amounts collected on behalf of a third party and is adjusted for variable considerations.
Contract balances
(i) Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Group has received
consideration (or the amount is due) from the customer. If a customer pays consideration before the Group
transfers goods or services to the customer, a contract liability is recognized when the payment is made, or the
payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Group performs
under the contract.
(ii) Trade receivables
A receivable represents the Group’s right to an amount of consideration that is unconditional (i .e., only the
passage of time is required before payment of the consideration is due). However, trade receivables that do not
contain a significant financing component are measured at transaction price.
(iii) Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to a customer. If the
Group performs by transferring goods or services to a customer before the customer pays consideration or before
payment is due, a contract asset is recognized for the earned consideration that is conditional.
Interest income
For all debt financial instruments measured either at amortized cost or at fair value through other comprehensive
income, interest income is recorded using the EIR. EIR is the rate that exactly discounts the estimated future cash
payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to
the gross carrying amount of the financial asset or to the amortized cost of a financial liability. Interest income is
included in other income in the restated consolidated statement of profit and loss.

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Dividends
Revenue is recognized when the Group’s right to receive the payment is established, which is generally when
shareholders approve the dividend.
Government grants
Government grants are recognized where there is reasonable assurance that the grant will be received, and all
attached conditions will be complied with.
Government grants relating to income are deferred and recognized in the profit or loss over the period necessary
to match them with the costs that they intend to compensate and are presented as other income.
Government grants relating to assets which are received subsequent to the purchase of assets are treated as deferred
income under non-current liabilities and credited to restated consolidated statement of profit and loss on straight-
line basis over the expected remaining useful life of the related assets under other income. Grants received in the
form of rebate or exemptions or deferment of certain duties at time of purchase of asset is presented as a reduction
to the carrying amount of the related asset. In case of non-monetary grant, the fair value of the non-monetary asset
is assessed and both grant and asset are accounted for at that fair value.
Export incentives under various schemes are recognized as income when the right to receive such entitlements/
credit as per the terms of the respective schemes is established and where there is no significant uncertainty
regarding the ultimate collection of the relevant export proceeds.
Leases
The Group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification
of a lease requires significant judgment. A contract is, or contains, a lease if the contract conveys the right to
control the use of an identified asset for a period of time in exchange for consideration. The determination of
whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of
the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a
specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not
explicitly specified in an arrangement.
Group as a lessee
The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a
lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group
assesses whether: (i) the contract involves the use of an identified asset (ii) the Group has substantially all of the
economic benefits from use of the asset through the period of the lease and (iii) the Group has the right to direct
the use of the asset. The Group uses significant judgement in assessing the lease term (including anticipated
renewals) and the applicable discount rate. The determination of whether an arrangement is (or contains) a lease
is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease
if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys
a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.
At the date of commencement of the lease, the Group recognizes a right-of-use asset (“ROU”) and a corresponding
lease liability for all lease arrangements in which it is a lessee, except for leases with a term of 12 months or less
(short-term leases) and low value leases. For these short-term and low value leases, the Group recognizes the lease
payments as an operating expense on a straight-line basis over the term of the lease.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct
costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and
impairment losses.
Right-of-use assets are amortized from the commencement date on a straight-line basis over the lease term and
useful life of the underlying asset. The lease liability is initially measured at amortized cost at the present value
of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if
not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease
liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Group changes
its assessment if whether it will exercise an extension or a termination option.

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Lease liability and ROU asset have been separately presented in the balance sheet and lease payments have been
classified as financing cash flows.
Group as a lessor
Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are
classified as operating leases. Rental income from operating lease is recognized on a straight-line basis over the
term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added
to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income.
Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from
the Group to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Group's
net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant
periodic rate of return on the net investment outstanding in respect of the lease.
Income tax
Current tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted, at the reporting date in the countries where the Group operates and generates taxable income.
Current income tax relating to items recognized outside profit or loss is recognized outside profit or loss (either
in OCI or in equity). Current tax items are recognized in correlation to the underlying transaction either in OCI or
directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations
in which applicable tax regulations are subject to interpretation and establishes provision where appropriate.
Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable profit under Income-tax
Act, 1961.
Deferred tax liabilities are recognized for all taxable temporary differences.
Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits
and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit
will be available against which the deductible temporary differences, and the carry forward of unused tax credits
and unused tax losses can be utilized. The carrying amount of deferred tax assets is reviewed at each reporting
date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow
all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting
date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred
tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the
asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively
enacted at the reporting date.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other
comprehensive income or in equity). Deferred tax items are recognized in correlation to the underlying transaction
either in OCI or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation
authority.
Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily
takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the
asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest
and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes
exchange differences to the extent regarded as an adjustment to the borrowing costs.

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Treasury shares
The Group has created an Employee Welfare Trust – PEL ESOP Trust (“Trust”) for implementation of the
schemes that are notified or may be notified from time to time by the Company under the plan, providing share-
based payment to its employees. The Trust purchases shares of the Company out of funds borrowed from the
Company. The Company treats the Trust as its extension and shares held by the Trust are treated as treasury shares.
Own equity instruments (treasury shares) are recognized at cost and deducted from equity. Profit on sale of
treasury shares by the Trust is recognized in share based payment reserve.
Earnings per share
(i) Basic earnings per share
Basic Earnings Per Share (“EPS”) is computed by dividing the net profit attributable to the equity shareholders
by the weighted average number of equity shares outstanding during the year. The weighted average number of
equity shares outstanding during the year is adjusted for treasury shares.
(ii) Diluted earnings per share
Diluted earnings per share is computed by dividing the net profit by the weighted average number of equity shares
considered for deriving basic earnings per share and also the weighted average number of equity shares that could
have been issued upon conversion of all dilutive potential equity shares. Dilutive potential equity shares are
deemed converted as of the beginning of the year, unless issued at a later date. In computing diluted earnings per
share, only potential equity shares that are dilutive and that either reduces earnings per share or increases loss per
share are included.
Non-current assets held for sale
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through
continuous use and sale is considered highly probable. They are measured at the lower of the carrying amount and
fair value less cost to sell. Non-current assets are not depreciated or amortized while they are classified as held
for sale. Non-current assets classified as held for sale are presented separately from other assets in the balance
sheet as net of liabilities of a disposal group classified as held for sale.
Recent pronouncements
The Ministry of Corporate Affairs (“MCA”) notified new standard or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, the MCA
amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian
Accounting Standards) Amendment Rules, 2023, applicable from April 1, 2023, as below:
Ind AS 12 – Income Taxes The amendments clarify how companies account for deferred tax on transactions such
as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in
paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on
initial recognition, give rise to equal taxable and deductible temporary differences. The Group has evaluated and
the amendment and there is no impact on its financial statements.
Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors The amendments will help entities
to distinguish between accounting policies and accounting estimates. The definition of a change in accounting
estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting
estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities
develop accounting estimates if accounting policies require items in financial statements to be measured in a way
that involves measurement uncertainty. The Group does not expect this amendment to have any significant impact
in its financial statements.
PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS
Income
Our total income comprises (i) revenue from operations, and (ii) other income.
Revenue from operations
Revenue from operations comprises (i) revenue from sale of solar cells, modules; (ii) revenue from trading of
solar cells, modules, accessories and silicon wafers; (iii) revenue from power supply (iv) income from contracts

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primarily related to construction and project related activity and engineering and service fees provided for our
EPC projects; and (iv) other operating revenue including job work and sale of scrap.
Other income
Other income includes (i) interest income; (ii) interest received on financial assets carried at amortized cost; (iii)
government grant; (iv) profit on foreign exchange fluctuation (net); (v) profit on sale of property, plant and
equipment; (vi) profit on sale of current investment; (vii) fair value gain on financial assets measured at fair value
to profit or loss; (viii) rental income; and (ix) miscellaneous receipts.
Expenses
Our expenses comprises (i) cost of materials consumed, primarily relating to cost of solar cells and other materials
used in the manufacture of our modules; (ii) purchases of stock-in-trade; (iii) changes in inventories of finished
goods, stock-in-trade and work-in-progress; (iv) other manufacturing and engineering, procurement and
construction project expenses; (v) employee benefits expense; (vi) sales, administration and other expenses; (vii)
finance costs; and (viii) depreciation and amortization expenses.
Costs of materials consumed
Cost of materials consumed consists of materials used in the manufacture of solar modules and EPC projects,
primarily including silicon wafers, solar cells, tempered glass, ethylene-vinyl acetate (“EVA”), back sheets,
aluminum profiles, silver paste, aluminum paste and junction boxes.
Purchases of stock-in-trade
Purchases of stock-in-trade comprises goods purchased for trading activity, including modules and materials used
in the manufacture of solar modules.
Contract execution expense
Contract execution expenses include expenses incurred on EPC projects, which comprises stores and spares
consumed, electricity charges, labor charges, job work changes, repairs and maintenance expenses of machinery
and building.
Employee benefits expense
Employee benefits expenses primarily comprise salaries and incentives, directors remuneration, employee ESOP
expenses, contribution to provident and other funds and staff welfare expenses.
Other expenses
Other expenses include
(i) power and fuel, (ii) manpower expenses, (iii) carriage outwards, (iv) provision for warranty (net), (v) provision
for doubtful debts, (vi) foreign exchange loss (net), (vii) legal and professional fees, (viii) rates and taxes, (ix)
advertising expenses, (x) sales commission, (xi) insurance, (xii) annual maintenance charges, (xiii) repairs and
maintenance, (xiv) rent, (xv) audit fees, (xvi) bad debts / assets written-off, (xvii) corporate social responsibility
expenditure expense, (xviii) loss on sale of property, plant and equipment, (xix) provision for impairment of
investment and (xx) miscellaneous expenses.
Finance costs
Finance cost includes (i) interest expense on terms loans, bank overdraft and demand loans and lease liability (net),
(ii) unwinding of discount on retention money, (iii) bank charges, (iv) interest on compulsory convertible
debentures and (v) processing charges.
Depreciation and amortization expenses
Depreciation and amortization expenses comprises (i) depreciation on property, plant and equipment, (ii)
amortization on investment property, (iii) amortization of intangible assets and (iv) amortization of right to use
assets.
RESULTS OF OPERATIONS BASED ON OUR RESTATED CONSOLIDATED FINANCIAL
INFORMATION
The following table sets forth our selected restated financial data from our restated consolidated statement of profit
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and loss for Fiscals 2021, 2022, 2023, and the nine months ended December 31, 2023, the components of which
are also expressed as a percentage of restated total income for such periods:

Fiscal Nine months ended

2021 2022 2023 December 31, 2023
Amount Percentag Amount Percentag Amount Percentag Amount Percenta
Particulars (₹ e of total (₹ e of total (₹ e of total (₹ ge of
million) income million) income million) income million) total
(%) (%) (%) income
(%)
Income
Revenue from operations 7,014.58 95.28 7,428.71 96.85 14,285.34 97.63 20,172.06 99.23

Other income 347.77 4.72 241.62 3.15 346.78 2.37 155.56 0.77
Total income 7,362.35 100.00 7,670.33 100.00 14,632.12 100.00 20,327.62 100.00

Expenses
Cost of material consumed 4,768.23 64.77 3,987.20 51.98 11,105.19 75.90 15,660.27 77.04

Purchase of stock-in-trade 519.68 7.06 2,281.31 29.74 1,568.23 10.72 1,291.44 6.35

Changes in inventories of (80.83) (1.10) (397.93) (5.19) (934.07) (6.38) (1,867.17) (9.19)
finished goods and work-in-
progress
Contract execution expenses 576.92 7.84 316.12 4.12 246.09 1.68 408.57 2.01

Employee benefits expense 196.73 2.67 246.38 3.21 448.09 3.06 401.69 1.98

Finance costs 216.56 2.94 430.03 5.61 686.27 4.69 759.93 3.74
Depreciation and amortization 116.41 1.58 276.01 3.60 532.33 3.64 590.46 2.90
expense
Other expenses 496.96 6.75 699.87 9.12 1,069.78 7.31 1,344.25 6.61
Total Expenses 6,810.66 92.51 7,838.99 102.20 14,721.91 100.61 18,589.44 91.45

Restated profit / (loss) before 551.69 7.49 (168.66) (2.20) (89.79) (0.61) 1,738.18 8.55
tax and share of profit of
associates

Share of profit of associates 6.50 0.09 11.75 0.15 12.19 0.08 9.87 0.05

Restated profit / (loss) before 558.19 7.58 (156.91) (2.05) (77.60) (0.53) 1,748.05 8.60
tax

Tax expenses:
(a) Current tax 179.65 2.44 95.04 1.24 39.95 0.27 173.43 0.85
(b) Deferred tax charge / 120.47 1.64 (107.87) (1.41) 15.81 0.11 300.60 1.48
(credit)
Total tax expense 300.12 4.08 (12.83) (0.17) 55.76 0.38 474.03 2.33

Restated profit / (loss) for the 258.07 3.51 (144.08) (1.88) (133.36) (0.91) 1,274.02 6.27
period / year

Nine months ended December 31, 2023

During the nine months ended December 31, 2023, we increased our installed capacity by inducting new
production lines for solar cells and solar modules with an annual installed capacity of 1.25 GW and 1.60 GW,
respectively, at Unit III. We sold 603.79 MW of solar modules and 276.32 MW of solar cells during the nine
months ended December 31, 2023.

Total income. Total income was ₹20,327.62 million for the nine months ended December 31, 2023, comprising
revenue from operations and other income.

Revenue from operations. Revenue from operations was ₹20,172.06 million for the nine months ended December
31, 2023, primarily comprising income from the sale of manufactured goods, income from the sale of traded goods,
income from power supply, income from contracts and other operating revenue, as set forth below:

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 Revenue from operations For the nine months ended December 31, 2023
Amount (₹ million) Percentage of revenue
from operations (%)
Income from sale of manufactured goods
Sale of solar cells 4,037.30 20.01
Sale of solar modules 13,651.70 67.68
17,689.00 87.69
Income from sale of traded goods
Sale of solar modules 653.43 3.24
Sale of solar cells 576.50 2.86
Sale of solar accessories and silicon wafers 155.42 0.77
1,385.35 6.87

Revenue from power supply 29.38 0.15

Income from contracts

Construction and project-related activity 1,034.13 5.13
Engineering and service fees 0.49 0.00
1,034.62 5.13
Other operating revenue
Job work services 14.35 0.07
Sale of scrap 19.36 0.10
33.71 0.17

Total 20,172.06 100.00

Disaggregation of revenue. For the nine months ended December 31, 2023, revenue from operations within India
was ₹16,727.13 million and represented 82.92% of our revenue from operations, and revenue from operations
outside India was ₹3,444.93 million and represented 17.08% of our revenue from operations. The details of sales
to customer segments within India and outside India for the nine months ended December 31, 2023 are set forth
below:

Particulars Nine months ended December 31, 2023

Amount Percentage of revenue
(₹ million) from operations
(%)
Domestic 16,727.13 82.92
- IPP 7,746.58 38.40
- OEM 2,849.59 14.13
- Government 1,452.96 7.20
- Others 4,678.01 23.19
Export 3,444.93 17.08
Total 20,172.06 100.00

Details of sales volume for the nine months ended December 31, 2023 are set forth below:

Volume of Sales Nine months ended December 31, 2023

Sale of solar cells 276.32 MW
Sale of solar modules 603.79 MW

Other income. Other income was ₹155.56 million for the nine months ended December 31, 2023, primarily
comprising interest income on unwinding of discount of deposits of ₹57.01 million, interest income of ₹47.59
million, miscellaneous income of ₹21.19 million and income from a government grant of ₹20.78 million.

Total expenses. Total expenses were ₹18,589.44 million for the nine months ended December 31, 2023,
comprising cost of materials consumed, purchase of stock-in-trade, changes in inventories of work-in-progress,
contract execution expenses, employee benefits expense, finance costs, depreciation and amortization expense
and other expenses.

Cost of materials consumed. Cost of materials consumed was ₹15,660.27 million for the nine months ended
December 31, 2023, representing 84.24% of our total expenses. For the nine months ended December 31, 2023,
we had an opening inventory of ₹4,733.79 million and a closing inventory of ₹4,499.27 million. The cost of

376
materials consumed primarily comprised the cost of raw materials including silicon wafers, silicon cells, tempered
glass, EVA, backsheets, aluminum profiles, silver paste and aluminum paste.

Purchases of stock-in-trade. Purchases of stock-in-trade was ₹1,291.44 million for the nine months ended
December 31, 2023, representing 6.95% of our total expenses.

Changes in inventories of finished goods and work-in-progress. Changes in inventories of finished goods and
work-in-progress was ₹(1,867.17) million for the nine months ended December 31, 2023, representing 10.04% of
our total expenses. Changes in inventories of finished goods and work-in-progress comprised an opening
inventory of ₹1,485.95 million and a closing inventory of ₹3,343.45 million for finished goods, and an opening
inventory of ₹36.12 million and a closing inventory of ₹45.79 million for work-in-progress. The details of solar
cells and solar modules production for the nine months ended December 31, 2023 are set forth below:

Nine months ended

Production of solar cells & modules
December 31, 2023
Solar cells 489.60 MW
Solar modules 641.43 MW

Contract execution expenses. Contract execution expenses was ₹408.57 million for the nine months ended
December 31, 2023, representing 2.20% of our total expenses. This primarily comprised erection, installation and
commission charges of ₹210.03 million, contract expenses of ₹122.81 million and project spares and consumables
expense of ₹56.04 million.

Employee benefit expense. Employee benefit expense was ₹401.69 million for the nine months ended December
31, 2023, representing 2.16% of our total expenses. This primarily comprised salaries, wages and bonus of
₹303.96 million, staff welfare expenses of ₹29.87 million, directors’ remuneration of ₹21.49 million, contribution
to provident and other funds of ₹17.07 million, and share-based payment expense of ₹15.73 million.

Finance costs. Finance costs were ₹759.93 million for the nine months ended December 31, 2023, representing
4.09% of our total expenses. This primarily comprised interest expenses on term loans of ₹346.48 million, bank
charges of ₹213.03 million, interest expense on bank overdraft and demand loans of ₹160.53 million, and interest
on compulsory convertible debentures of ₹17.88 million.

Depreciation and amortization expenses. Depreciation and amortization expenses were ₹590.46 million for the
nine months ended December 31, 2023, representing 3.18% of our total expenses. This primarily comprised
depreciation expense of property, plant and equipment at our facilities of ₹577.28 million, amortization of right-
of-use assets of ₹8.29 million and amortization of intangible assets of ₹4.43 million.

Other expenses. Other expenses were ₹1,344.25 million for the nine months ended December 31, 2023,
representing 7.23% of our total expenses. This primarily comprised power and fuel expenses of ₹455.29 million,
manpower expenses of ₹236.32 million, carriage outwards expenses of ₹143.43 million, provision for warranty
expenses of ₹85.00 million, provision for doubtful debts of ₹66.38 million, sales commission of ₹50.51 million,
foreign exchange loss (net) of ₹39.45 million and miscellaneous expenses of ₹76.87 million.

Tax expenses. Our total tax expense was ₹474.03 million for the nine months ended December 31, 2023, of which
current tax expense was ₹173.43 million and deferred tax expense was ₹300.60 million. Our effective tax rate
(which represents income tax expense expressed as a percentage of profit before tax for the relevant period) was
27.12% for the nine months ended December 31, 2023.

Restated profit for the period / year. As a result of the foregoing, our restated profit for the nine months ended
December 31, 2023 was ₹1,274.02 million.

Fiscal 2023 Compared to Fiscal 2022

Total income. Total income increased substantially by 90.76% from ₹7,670.33 million for Fiscal 2022 to
₹14,632.12 million for Fiscal 2023 due to significant increases in revenue from operations and in other income.

Revenue from operations. Revenue from operations increased significantly by 92.30% from ₹7,428.71 million for
Fiscal 2022 to ₹14,285.34 million for Fiscal 2023, primarily due to increases in income from sale of manufactured

377
goods, income from sale of power supply and other operating revenue. This increase was partially offset by
decreases in income from sale of traded goods and income from contracts, as set forth below:

Revenue from operations Fiscal 2022 Fiscal 2023 Increase /

decrease
(₹ million) (%)
Income from sale of manufactured goods
Sale of solar cells 336.01 1,856.26 452.44
Sale of solar modules 2,843.00 9,566.51 236.49
3,179.01 11,422.77 259.32
Income from sale of traded goods
Sale of solar modules — 549.31 100.00
Sale of solar cells 744.45 768.03 3.17
Sale of solar accessories and silicon wafers 1,634.57 352.38 (78.44)
2,379.02 1,669.72 (29.81)

Revenue from power supply 40.47 42.87 5.94

Income from contracts

Construction and project-related activity 1,812.80 1,103.74 (39.11)
Engineering and service fees 17.41 34.70 99.33
1,830.21 1,138.44 (37.80)
Other operating revenue
Job work services — 4.49 100.00
Sale of scrap — 7.05 100.00
— 11.54 100.00

Total 7,428.71 14,285.34 92.30

Details of volume of solar cells and solar modules sold in Fiscal 2022 and Fiscal 2023 are as set forth below:

Increase /
Volume of goods sold Fiscal 2023 Fiscal 2022 decrease (in
%)
Sale of solar cells 55.69 MW 12.01 MW 363.07
Sale of solar modules 469.08 MW 224.17 MW 109.25

Income from sale of manufactured goods. Income from sale of manufactured goods increased substantially by
259.32% from ₹3,179.01 million for Fiscal 2022 to ₹11,422.77 million for Fiscal 2023, primarily due to a
significant increase in the sale of solar cells that was attributable to (i) an increase in sales volume due to additional
new customers and increase in demand from existing customers, (ii) commencement of production of our new
solar cell line in Unit II, with a production capacity of 250 MW to produce solar cells, and (iii) a strategic shift in
the product mix, placing a greater emphasis on monocrystalline PERC solar cells, based on the latest technology
and current market trends. The increase was also driven by an increase in the sale of solar modules as a result of
(i) increased demand and increased sales volume across both existing and new customer segments, (ii)
commencement of production of our new solar module line in Unit II, with a production capacity of 150 MW for
the manufacture of monocrystalline PERC solar modules, and (iii) a shift in the product mix prioritizing the sale
of monocrystalline PERC solar modules over polycrystalline solar modules.

Income from sale of traded goods. Income from sale of traded goods decreased by 29.81% from ₹2,379.02 million
for Fiscal 2022 to ₹1,669.72 million for Fiscal 2023, primarily due to a significant decrease in the sale of purchased
solar accessories and silicon wafers that was attributable to the Company’s strategic shift towards prioritizing the
manufacturing of solar cells and modules, influenced by the identification of more favorable prospects within the
market landscape. The decrease was partially offset by an increase in sale of solar cells and solar modules, driven
by increased demand.

Revenue from power supply. Revenue from power supply increased by 5.94% from ₹40.47 million for Fiscal 2022
to ₹42.87 million for Fiscal 2023, on account of increased demand and increased sales volume.

Income from contracts. Income from contracts decreased by 37.80% from ₹1,830.21 million for Fiscal 2022 to
₹1,138.44 million for Fiscal 2023, primarily due to a decrease in income from construction and project related
activity, attributable to a strategic shift to prioritize the manufacture of solar cells and modules and leverage
378
additional production capabilities within our manufacturing facilities. The decrease was offset by an increase in
the engineering and service fee income on account of services provided to new customers.

Other operating revenue. Other operating revenue increased by 100.00% to ₹11.54 million for Fiscal 2023, from
having no such income in Fiscal 2022. It was primarily due to an increase in job work services that was attributable
to provision of services on an as-needed basis to a select number of customers, and an increase in sale of scrap
revenue primarily due to an increase in scrap sales attributable to an overall increase in production levels across
our manufacturing facilities to meet the increased demand for our products.

Disaggregation of revenue. Revenue from operations within India increased by 93.06% from ₹7,360.59 million
for Fiscal 2022 to ₹14,210.38 million for Fiscal 2023, primarily due to (i) the establishment of a new
manufacturing facility in Unit II to meet the demand for solar cells and solar modules in the domestic market, and
(ii) an increase in the demand and sales volume of our products to existing and new customers pursuant to the
stabilization of our product quality based on improved efficiency in the production process for an optimal and
consistent output of our products. Revenue from operations outside India increased by 10.04% from ₹68.12
million for Fiscal 2022 to ₹74.96 million for Fiscal 2023, primarily due to an increase in the sales volume of our
products to international customers. Details of sales to customer segments within India and outside India for Fiscal
2022 and Fiscal 2023 are as set forth below:

Fiscal 2022 Fiscal 2023

Percentage Percentage
Amount of revenue Amount of revenue
Particulars
(₹ from (₹ from
million) operations million) operations
(%) (%)
Domestic 7,360.59 99.08 14,210.38 99.48
- IPP 1,792.86 24.13 3,166.44 22.17
- OEM 2,337.27 31.46 5,825.20 40.78
- Government 1,692.14 22.78 1,727.28 12.09
- Others 1,538.32 20.71 3,491.46 24.44
Export 68.12 0.92 74.96 0.52
Total 7,428.71 100.00 14,285.34 100.00

Other income. Other income increased by 43.52% from ₹241.62 million for Fiscal 2022 to ₹346.78 million for
Fiscal 2023, primarily due to: (i) a 200.13% increase in income from government grants from ₹9.21 million for
Fiscal 2022 to ₹27.65 million for Fiscal 2023, (ii) a 53.20% increase in interest income from ₹71.08 million for
Fiscal 2022 to ₹108.89 million for Fiscal 2023, (iii) a 59.24% increase in profit on sale of investments from ₹9.18
million for Fiscal 2022 to ₹14.61 million for Fiscal 2023 and (iv) a 206.66% increase in miscellaneous income
from ₹32.71 million for Fiscal 2022 to ₹100.30 million for Fiscal 2023.

The increase in other income was partially offset by: (i) a 100.00% decrease in bad debts recovered, for which
provisions had been made in previous years on account of certain contractual obligations from ₹39.40 million for
Fiscal 2022 to no such income for Fiscal 2023; (ii) a 100.00% decrease in dividend income from ₹4.27 million
for Fiscal 2022 to no such income for Fiscal 2023; and (iii) a 6.92% decrease in income on unwinding of discount
on deposits primarily due to a decrease in revenue from EPC projects from ₹12.09 million for Fiscal 2022 to
₹11.25 million for Fiscal 2023.

Total expenses. Total expenses increased significantly by 87.80% from ₹7,838.99 million for Fiscal 2022 to
₹14,721.91 million for Fiscal 2023, due to increases in cost of materials consumed, employee benefits expense,
finance costs, depreciation and amortization expense and other expenses on account of a higher operating level.
This increase was partially offset by changes in inventories of finished goods and work-in-progress, decreases in
purchases of stock-in-trade and contract execution expenses.

Cost of materials consumed. Cost of materials consumed increased substantially by 178.52% from ₹3,987.20
million for Fiscal 2022 to ₹11,105.19 million for Fiscal 2023. For Fiscal 2022, we had an opening inventory of
materials of ₹426.62 million and a closing inventory of materials of ₹1,549.50 million. For Fiscal 2023, we had
an opening inventory of ₹1,549.50 million and a closing inventory of ₹4,733.79 million. This increase was
attributable to an increase in the purchase of raw materials such as silicon wafers, silicon cells, tempered glass,
EVA, backsheets, aluminum profiles, silver paste and aluminum paste from Fiscals 2022 to 2023 resulting from
(i) an increase in the operating level of our existing capacities and the addition of a new production line for the

379
manufacture of solar cells and (ii) a shift in our product mix from polycrystalline to monocrystalline PERC which
use different raw materials.

Purchases of stock-in-trade. Purchases of stock-in-trade decreased by 31.26% from ₹2,281.31 million for Fiscal
2022 to ₹1,568.23 million for Fiscal 2023, primarily due to a strategic shift in focus towards manufacture of solar
cells and solar modules and a decrease in our trading activities.

Changes in inventories of finished goods and work-in-progress. Changes in inventories of finished goods and
work-in-progress increased by 134.73% from ₹(397.93) million for Fiscal 2022 to ₹(934.07) million for Fiscal
2023. For Fiscal 2022, we had an opening inventory of finished goods of ₹118.49 million and a closing inventory
of finished goods of ₹516.83 million. For Fiscal 2023, we had an opening inventory of finished goods of ₹516.83
million and a closing inventory of finished goods of ₹1,485.95 million. For Fiscal 2022, we had an opening
inventory of work-in-progress goods of ₹71.58 million and a closing inventory of work-in-progress goods of
₹71.17 million. For Fiscal 2023, we had an opening inventory of work-in-progress goods of ₹71.17 million and a
closing inventory of work-in-progress goods of ₹36.12 million. This increase is primarily attributable to the
increase in the operating level capacities and efficient supply chain management. Details of production of solar
cells and solar modules for Fiscal 2022 and Fiscal 2023 are as set forth below:

Increase /
Production of solar cells & modules Fiscal 2023 Fiscal 2022 decrease (in
%)
Solar cells 227.70 MW 110.30 MW 106.44
Solar modules 488.02 MW 233.93 MW 108.62

Contract execution expenses. Contract execution expenses decreased by 22.15% from ₹316.12 million for Fiscal
2022 to ₹246.09 million for Fiscal 2023, primarily due to a 74.59% decrease in other expenses from ₹7.08 million
for Fiscal 2022 to ₹1.80 million for Fiscal 2023, a 74.53% decrease in project spares and consumables from ₹28.78
million for Fiscal 2022 to ₹7.33 million for Fiscal 2023 and a 24.86% decrease in erection, installation and
commission charges from ₹185.95 million for Fiscal 2022 to ₹139.73 million for Fiscal 2023. These decreases
were attributable to a corresponding reduction in our EPC business as we intended to strategically shift the product
mix, placing a greater emphasis on the manufacturing of monocrystalline PERC solar cells, based on the latest
technology and current market trends.

The decrease in contract execution expense was offset by a 3.09% increase in contract expense from ₹94.31
million for Fiscal 2022 to ₹97.23 million for Fiscal 2023 due to contract closure-related expenses.

Employee benefit expense. Employee benefit expense increased by 81.87% from ₹246.38 million for Fiscal 2022
to ₹448.09 million for Fiscal 2023, primarily due to: (i) a 101.99% increase in salaries, wages and bonus from
₹175.31 million for Fiscal 2022 to ₹354.11 million for Fiscal 2023, (ii) a 30.28% increase in contribution to
provident and other funds from ₹17.44 million for Fiscal 2022 to ₹22.72 million for Fiscal 2023, (iii) a 405.99%
increase in share-based payment expense from ₹2.47 million for Fiscal 2022 to ₹12.50 million for Fiscal 2023,
and (iv) a 33.13% increase in staff welfare expenses from ₹18.32 million for Fiscal 2022 to ₹24.39 million for
Fiscal 2023, all of which were mainly attributable to (i) increased hire of 350 employees and expansion of our
operations and senior level recruitments to oversee these operations, (ii) compensation increment to employees,
(iii) capitalization of employee cost related to the commissioning of our new facility in Unit II in Fiscal 2022and
(iv) issue of employee stock option plan options to employees.

Finance costs. Finance costs increased by 59.59% from ₹430.03 million for Fiscal 2022 to ₹686.27 million for
Fiscal 2023, primarily due to: (i) a 34.20% increase in interest expense on term loans from ₹258.91 million for
Fiscal 2022 to ₹347.45 million for Fiscal 2023; (ii) a 162.14% increase in interest expense on bank overdraft and
demand loans from ₹43.41 million for Fiscal 2022 to ₹113.81 million for Fiscal 2023; (iii) a 82.36% increase in
bank charges from ₹110.83 million for Fiscal 2022 to ₹202.12 million for Fiscal 2023; and (iv) a 198.54% increase
in processing charges from ₹1.78 million for Fiscal 2022 to ₹5.33 million for Fiscal 2023. The increase is primarily
due to (i) the expensing of charges related to the commissioning of new facilities for the full year, reflected in the
profit and loss account, whereas in Fiscal 2022 these expenses were capitalized, and (ii) an increase in interest on
bank overdraft, demand loans and bank charges in line with the expansion of our operations.

Depreciation and amortization expenses. Depreciation and amortization expenses increased by 92.87% from
₹276.01 million for Fiscal 2022 to ₹532.33 million for Fiscal 2023, primarily due to: (i) a 93.96% increase in
depreciation expense of property, plant and equipment from ₹270.95 million for Fiscal 2022 to ₹525.54 million
for Fiscal 2023; and (ii) a 74.78% increase in amortization of intangible assets from ₹1.84 million for Fiscal 2022
380
to ₹3.22 million for Fiscal 2023. The increase was attributable to the commissioning of a new production line in
Fiscal 2023, as a result of which depreciation was charged to the profit and loss account.

Other expenses. Other expenses increased by 52.85% from ₹699.87 million for Fiscal 2022 to ₹1,069.78 million
for Fiscal 2023, primarily due to increases in:

• Power and fuel expenses by 133.33% from ₹151.32 million for Fiscal 2022 to ₹353.06 million for Fiscal
2023, due to an increase in the tariff rate and overall increase in production;

• Manpower expenses by 78.84% from ₹107.22 million for Fiscal 2022 to ₹191.76 million for Fiscal 2023,
due to increased production from the new manufacturing facility in Unit II and such costs being
capitalized in Fiscal 2022 and partially in Fiscal 2023; and

• Foreign exchange loss by 222.25% from ₹61.97 million for Fiscal 2022 to ₹199.70 million for Fiscal
2023, due to an increase in imports in line with a corresponding increase of our operations.

These increases were partially offset by decreases in:

• Bad debts written off by 92.69% from ₹32.30 million for Fiscal 2022 to ₹2.36 million for Fiscal 2023,
due to the effective management of trade receivables; and

• Repairs and maintenance expense by 58.25% from ₹22.28 million for Fiscal 2022 to ₹9.30 million for
Fiscal 2023, due to a corresponding decrease in operation and maintenance income.

Tax expenses. Our total tax expense increased by 534.61% from ₹(12.83) million for Fiscal 2022 to ₹55.76 million
for Fiscal 2023. For Fiscal 2022, we had a current tax expense of ₹95.04 million and a deferred tax credit of
₹(107.87) million. For Fiscal 2023, we had a current tax expense of ₹39.95 million and a deferred tax expense of
₹15.81 million. Our effective tax rate (which represents income tax expense expressed as a percentage of profit
before tax for the relevant period) was 8.18% and -71.86% for Fiscals 2022 and 2023, respectively. The increase
in tax expenses was primarily attributable to expenses that were disallowed under the Income Tax Act. The
increase in tax expense was offset pursuant to a setoff of deferred tax liability to the extent of deferred tax assets
in Fiscal 2023.

Restated loss for the year. As a result of the foregoing, our restated loss for the year decreased by 7.44% from
₹144.08 million for Fiscal 2022 to ₹133.36 million for Fiscal 2023.

Fiscal 2022 Compared to Fiscal 2021

Total income. Total income increased by 4.18% from ₹7,362.35 million for Fiscal 2021 to ₹7,670.33 million for
Fiscal 2022, primarily due to an increase in revenue from operations.

Revenue from operations. Revenue from operations increased by 5.90% from ₹7,014.58 million for Fiscal 2021
to ₹7,428.71 million for Fiscal 2022, primarily due to increases in income from the sale of traded goods, income
from sale of power supply, partially offset by decreases in income from the sale of manufactured goods and income
from contracts, as set forth below:

Revenue from operations Fiscal 2021 Fiscal 2022 Increase /

decrease
(₹ million) (%)
Income from sale of manufactured goods
Sale of solar cells — 336.01 100.00
Sale of solar modules 3,327.67 2,843.00 (14.56)
3,327.67 3,179.01 (4.47)
Income from sale of traded goods
Sale of solar cells 61.64 744.45 1,107.75
Sale of solar accessories and silicon wafers 756.82 1,634.57 115.98
818.46 2,379.02 190.67

Revenue from power supply 39.13 40.47 3.41

Income from contracts

381
Revenue from operations Fiscal 2021 Fiscal 2022 Increase /
decrease
(₹ million) (%)
Construction and project-related activity 2,724.32 1,812.80 (33.46)
Engineering and service fees 105.00 17.41 (83.42)
2,829.32 1,830.21 (35.31)

Total 7,014.58 7,428.71 5.90

Income from sale of manufactured goods. Income from sale of manufactured goods decreased by 4.47% from
₹3,327.67 million for Fiscal 2021 to ₹3,179.01 million for Fiscal 2022. This was primarily due to a decrease in
the sale of solar modules attributable to lower demand for domestic solar modules in the domestic market due to
an influx of low cost imported modules, in anticipation of an increase in basic customs duty to 40.00% from April
1, 2022. This decrease was offset by an increase in the sale of solar cells as a result of the commissioning of a new
facility in Unit II for manufacturing solar cells, pursuant to which our Company sold 73.29 MW of solar cells in
Fiscal 2022 as compared to nil sales in Fiscal 2021.

Income from sale of traded goods. Income from sale of traded goods increased significantly by 190.67% from
₹818.46 million for Fiscal 2021 to ₹2,379.02 million for Fiscal 2022, primarily due to a significant increase in the
sale of purchased solar cells and solar accessories attributable to available trading opportunities.

Revenue from power supply. Revenue from power supply increased by 3.41% from ₹39.13 million for Fiscal 2021
to ₹40.47 million for Fiscal 2022, on account of increased demand and increased sales volume across both existing
and new customer segments.

Income from contracts. Income from contracts decreased by 35.31% from ₹2,829.32 million for Fiscal 2021 to
₹1,830.21 million for Fiscal 2022. This was primarily due to a decrease in income from construction and project-
related activity attributable to the Company’s strategic shift in focus towards the manufacturing of solar cells and
modules, intentionally scaling back its participation in EPC projects as we intended to strategically shift the
product mix, placing a greater emphasis on monocrystalline PERC solar cells, based on the latest technology and
current market trends. Additionally, the decrease was driven by a decrease in engineering and service fees income
on account of a one-time service provided to a few customers during Fiscal 2021.

Disaggregation of revenue. Revenue from operations within India increased by 6.31% from ₹6,923.92 million for
Fiscal 2021 to ₹7,360.59 million for Fiscal 2022, primarily due to available trading opportunities. Revenue from
operations outside India decreased by 24.86% from ₹90.66 million for Fiscal 2021 to ₹68.12 million for Fiscal
2022. Details of sales to customer segments within India and outside India for Fiscal 2021 and Fiscal 2022 are as
set forth below:

Fiscal 2021 Fiscal 2022

Percentage of Percentage of
Particulars Amount revenue from Amount revenue from
(₹ million) operations (₹ million) operations
(%) (%)
Domestic 6,923.92 98.71 7,360.59 99.08
- IPP 1,205.33 17.18 1,792.86 24.13
- OEM 1,572.22 22.41 2,337.27 31.46
- Government 2,172.55 30.97 1,692.14 22.78
- Others 1,973.82 28.14 1,538.32 20.71
Export 90.66 1.29 68.12 0.92
Total 7,014.58 100.00 7,428.71 100.00

Other income. Other income decreased by 30.52% from ₹347.77 million for Fiscal 2021 to ₹241.62 million for
Fiscal 2022, primarily due to: (i) a 80.06% decrease in dividend income from ₹21.43 million for Fiscal 2021 to
₹4.27 million for Fiscal 2022; (ii) a 59.76% decrease in income from bad debts recovered, for which provisions
had been made in previous years, from ₹97.91 million for Fiscal 2021 to ₹39.40 million for Fiscal 2022; and (iii)
a 32.45% decrease in miscellaneous income from ₹48.42 million for Fiscal 2021 to ₹32.71 million for Fiscal 2022.

The decrease in other income was partially offset by: (i) a 80.63% increase in interest income from ₹39.35 million
for Fiscal 2021 to ₹71.08 million for Fiscal 2022; (ii) a 427.96% increase in profit from sale investments from

382
₹1.74 million for Fiscal 2021 to ₹9.18 million for Fiscal 2022; and (iii) a 342.66% increase in the unwinding of
discount on deposits from ₹2.73 million in Fiscal 2021 to ₹12.09 million in Fiscal 2022.

Total expenses. Total expenses increased by 15.10% from ₹6,810.66 million for Fiscal 2021 to ₹7,838.99 million
for Fiscal 2022, due to increases in purchases of stock-in-trade, changes in inventories of finished goods and work-
in-progress, employee benefits expenses, finance costs, depreciation and amortization expenses and other
expenses. The increase was partially offset by decreases in cost of materials consumed and contract execution
expenses.

Cost of materials consumed. Cost of materials consumed decreased by 16.38% from ₹4,768.23 million for Fiscal
2021 to ₹3,987.20 million for Fiscal 2022. For Fiscal 2021, we had an opening inventory of materials of ₹462.77
million and a closing inventory of materials of ₹426.62 million. For Fiscal 2022, we had an opening inventory of
₹426.62 million and a closing inventory of ₹1,549.50 million. This decrease was attributable to new cell and
module lines in Unit II capitalized in Fiscal 2022 and the corresponding decrease in sale of modules manufacturing.

Purchases of stock-in-trade. Purchases of stock-in-trade increased by 338.98% from ₹519.68 million for Fiscal
2021 to ₹2,281.31 million for Fiscal 2022, primarily due to trading opportunities available in both domestic and
global markets.

Changes in inventories of finished goods and work-in-progress. Changes in inventories of finished goods and
work-in-progress increased by 392.29% from ₹(80.83) million for Fiscal 2021 to ₹(397.93) million for Fiscal
2022. For Fiscal 2021, we had an opening inventory of finished goods of ₹51.88 million and a closing inventory
of finished goods of ₹118.49 million. For Fiscal 2022, we had an opening inventory of finished goods of ₹118.49
million and a closing inventory of finished goods of ₹516.83 million. For Fiscal 2021, we had an opening
inventory of work-in-progress goods of ₹57.36 million and a closing inventory of work-in-progress goods of
₹71.58 million. For Fiscal 2022, we had an opening inventory of work-in-progress goods of ₹71.58 million and a
closing inventory of work-in-progress goods of ₹71.17 million. This increase is primarily due to excess production
undertaken to ensure product stability and efficiency of machinery in Fiscal 2022.

Contract execution expenses. Contract execution expenses decreased by 45.21% from ₹576.92 million for Fiscal
2021 to ₹316.12 million for Fiscal 2022, primarily due to: (i) a 43.48% decrease in erection, installation and
commission charges from ₹328.97 million for Fiscal 2021 to ₹185.95 million for Fiscal 2022; (ii) a 55.07%
decrease in contract expenses from ₹209.92 million for Fiscal 2021 to ₹94.31 million for Fiscal 2022; and (iii) a
45.44% decrease in other expenses from ₹12.98 million for Fiscal 2021 to ₹7.08 million in Fiscal 2022. These
decreases were attributable to a corresponding reduction in operation and maintenance income and income from
EPC projects as we intended to strategically shift the product mix, placing a greater emphasis on monocrystalline
PERC solar cells, based on the latest technology and current market trends.

The decrease in contract execution expense was offset by a 14.90% increase in project spares and consumables
from ₹25.05 million for Fiscal 2021 to ₹28.78 million for Fiscal 2022, as a result of an increase in the use of spares
for certain EPC projects.

Employee benefit expense. Employee benefit expense increased by 25.24% from ₹196.73 million for Fiscal 2021
to ₹246.38 million for Fiscal 2022, primarily due to: (i) a 18.00% increase in salaries, wages and bonus from
₹148.57 million for Fiscal 2021 to ₹175.31 million for Fiscal 2022, (ii) a 14.31% increase in contribution to
provident and other funds from ₹15.26 million for Fiscal 2021 to ₹17.44 million for Fiscal 2022, and (iii) a 222.25%
increase in staff welfare expenses from ₹5.69 million for Fiscal 2021 to ₹18.32 million for Fiscal 2022, all of
which were mainly attributable to (i) increased hire of 350 employees during Fiscal 2022, (ii) compensation
increment to employees and (iii) the capitalization of ₹24.80 million of employee costs relating to employees in
Fiscal 2022 involved in the commissioning of our new facility in Unit II and in Fiscal 2023, the same was charged
to profit and loss account.

Finance costs. Finance costs increased by 98.58% from ₹216.56 million for Fiscal 2021 to ₹430.03 million for
Fiscal 2022, primarily due to: (i) a 288.91% increase in interest expense on term loans from ₹66.57 million for
Fiscal 2021 to ₹258.91 million for Fiscal 2022; and (ii) a 25.44% increase in bank charges from ₹88.35 million
for Fiscal 2021 to ₹110.83 million for Fiscal 2022. The increase is primarily due to (i) the expensing of charges
related to the commissioning of new facilities for the full year, reflected in the profit and loss account, whereas in
Fiscal 2021 these expenses were capitalized and (ii) an increase in bank charges in line with the expansion of our
operations.

383
This increase was partially offset by: (i) a 14.14% decrease in interest expense on bank overdraft on demand loans
from ₹50.56 million for Fiscal 2021 to ₹43.41 million for Fiscal 2022; and (ii) an 82.46% decrease in processing
charges from ₹10.17 million for Fiscal 2021 to ₹1.78 million in Fiscal 2022.

Depreciation and amortization expenses. Depreciation and amortization expenses increased significantly by
137.09% from ₹116.41 million for Fiscal 2021 to ₹276.01 million for Fiscal 2022, primarily due to: (i) a 139.06%
increase in depreciation of property, plant and equipment from ₹113.34 million for Fiscal 2021 to ₹270.95 million
for Fiscal 2022; and (ii) a 4.17% decrease in amortization of the right to use assets from ₹2.73 million for Fiscal
2021 to ₹2.62 million for Fiscal 2022. The increase was attributable to the commissioning of a new facility in
Unit II in Fiscal 2022, as a result of which depreciation was charged to the profit and loss account.

Other expenses. Other expenses increased by 40.83% from ₹496.96 million for Fiscal 2021 to ₹699.87 million for
Fiscal 2022, primarily due to increases in:

• Power and fuel expenses by 391.57% from ₹30.78 million for Fiscal 2021 to ₹151.32 million for Fiscal
2022, due to a decrease in operational levels resulting from restrictions relating to the COVID-19
pandemic, during Fiscal 2021 and the commissioning of new production lines in Fiscal 2022;

• Manpower expenses by 120.22% from ₹48.69 million for Fiscal 2021 to ₹107.22 million for Fiscal
2022, due to the commissioning of new production lines; and

• Foreign exchange loss by 100.00% from ₹ nil for Fiscal 2021 to ₹61.97 million for Fiscal 2022, due to
increase in import of raw material and capital goods in line with a corresponding increase of our
operations.

These increases were partially offset by decreases in:

• Legal and professional fees by 13.96% from ₹56.58 million for Fiscal 2021 to ₹48.68 million for Fiscal
2022, due to due diligence and other professional charges incurred in relation to the private equity
investment received from South Asia Growth Fund II Holdings LLC and South Asia EBT Trust;

• Repairs and maintenance expenses by 48.85% from ₹43.55 million for Fiscal 2021 to ₹22.28 million
for Fiscal 2022, due to a corresponding decrease in the operation and maintenance income; and

• Provision for warranty (net) from ₹54.60 million for Fiscal 2021 to ₹ nil in Fiscal 2022, due to the
reversal of excess provisions created in earlier years in Fiscal 2021.

Tax expenses. Our total tax expense decreased by 104.27% from ₹300.12 million for Fiscal 2021 to ₹(12.83)
million for Fiscal 2022. For Fiscal 2021, we had a current tax expense of ₹179.65 million and a deferred tax
expense of ₹120.47 million. For Fiscal 2022, we had a current tax expense of ₹95.04 million and a deferred tax
credit of ₹(107.87) million. Our effective tax rate (which represents income tax expense expressed as a percentage
of profit before tax for the relevant period) was 53.77% and 8.18% for Fiscals 2021 and 2022, respectively. This
decrease was primarily due to the expenses disallowed under the Income Tax Act in Fiscal 2021 leading to an
increased tax expense for that year.

Restated profit / loss for the year. As a result of the foregoing, our restated profit for the year decreased by 155.83%
from a restated profit of ₹258.07 million for Fiscal 2021 to a restated loss of ₹(144.08) million for Fiscal 2022.

Selected Restated Consolidated Statement of Assets and Liabilities

The table below sets forth the principal components of our total assets, equity and liabilities as at the periods
indicated in the table below:
As of March 31, As of December
Particulars 2021 2022 2023 31, 2023
(₹ million)
Total non-current assets 5,319.64 6,771.32 10,549.47 13,698.62
Total current assets 4,449.05 6,643.62 10,557.41 15,688.70
Total assets 9,768.69 13,414.94 21,106.88 29,387.32
Total equity 2,390.13 4,039.39 4,242.49 5,535.10

384
 As of March 31, As of December
Particulars 2021 2022 2023 31, 2023
(₹ million)
Total non-current liabilities 3,264.58 4,237.96 6,490.08 9,823.21
Total current liabilities 4,113.98 5,137.59 10,374.31 14,029.01
Total liabilities 7,378.56 9,375.55 16,864.39 23,852.22
Total equity and liabilities 9,768.69 13,414.94 21,106.88 29,387.32

Our total non-current assets were ₹5,319.64 million as at March 31, 2021, increasing by 27.29% to ₹6,771.32
million as at March 31, 2022, further increasing by 55.80% to ₹10,549.47 million as at March 31, 2023 and
increasing by 29.85% to ₹13,698.62 million as at December 31, 2023. The increase in our non-current assets was
primarily due to an increase in our investments made in manufacturing facilities and development expenditure
incurred on internally generated intangible assets, namely (i) right-of-use assets, (ii) other financially assets; and
(iii) deferred tax assets.
Our total current assets were ₹4,449.05 million as at March 31, 2021, increasing by 49.33% to ₹6,643.62 million
as at March 31, 2022, further increasing by 58.91% to ₹10,557.41 million as at March 31, 2023 and increasing by
48.60% to ₹15,688.70 million as at December 31, 2023. The increase in our total current assets was primarily due
to increases in finished goods inventories, unsecured trade receivables and cash and cash equivalents through bank
deposits.
Our total equity was ₹2,390.13 million as at March 31, 2021, increasing by 69.00% to ₹4,039.39 million as at
March 31, 2022, increasing by 5.03% to ₹4,242.49 million as at March 31, 2023 and further increasing by 30.47%
to ₹5,535.10 million as at December 31, 2023. The increase in total equity was primarily due to increases in profit
for the period / year as well as retained earnings.
Our total non-current liabilities were ₹3,264.58 million as at March 31, 2021, increasing by 29.82% to ₹4,237.96
million as at March 31, 2022, increasing by 53.14% to ₹6,490.08 million as at March 31, 2023 and further
increasing by 51.36% to ₹9,823.21 million as at December 31, 2023. This increase was primarily due to increases
in lease liabilities and term loans availed from public financial institutions for setting up Unit II and Unit III.
Our total current liabilities were ₹4,113.98 million as at March 31, 2021, increasing by 24.88% to ₹5,137.59
million as at March 31, 2022, increasing by 101.93% to ₹10,374.31 million as at March 31, 2023 and further
increasing by 35.23% to ₹14,029.01 million as at December 31, 2023. The increase was primarily due to increases
in short-term loans, trade payables, advances from customers and statutory dues for working capital.
Liquidity and Capital Resources
Historically, our primary liquidity requirements have been to fund our working capital needs for our operations.
We have met these requirements through cash flows from operations and equity infusions from Promoters, South
Asia Growth Fund II Holdings LLC and South Asia EBT Trust. As of December 31, 2023, we had ₹2,163.77
million in cash and cash equivalents and ₹1,723.84 million as bank balances. We believe that, after taking into
account the expected cash to be generated from operations, we will have sufficient liquidity for our present
requirements and anticipated requirements for capital expenditure and working capital for 12 months following
the date of this Draft Red Herring Prospectus.
Cash Flows Based on our Restated Consolidated Financial Information
The following table summarizes our cash flows as at the periods indicated below:
As of March 31, As of
December
Particulars 2021 2022 2023
31, 2023
(₹ million)
Net cash flow
Net cash flow from / (used in) operating activities (A) 2,368.78 49.64 366.85 (394.58)
Net cash flow used in investing activities (B) (3,527.94) (2,179.31) (3,038.75) (4,053.16)
Net cash flow from financing activities (C) 1,091.39 2,786.12 2,516.61 5,965.81
Net increase / (decrease) in Cash and Cash equivalents
(A+B+C) (67.77) 656.45 (155.29) 1,518.07
Cash and Cash equivalents at the beginning of the period /
year 212.31 144.54 800.99 645.70
Cash and cash equivalents at the end of the period / year 144.54 800.99 645.70 2,163.77

385
Operating Activities
Net cash used in operating activities was ₹(394.58) million for the nine months ended December 31, 2023. The
restated profit before tax for the nine months ended December 31, 2023 was ₹1,748.05 million. Adjustments
primarily included depreciation and amortization expense of ₹590.46 million, finance costs of ₹527.91 million,
provision for / (write back) of warranty (net) of ₹85.00 million, provision for doubtful debts of ₹66.38 million
interest income of ₹(104.60) million, share of profit of associates of ₹(9.87) million and income from government
grant of ₹(20.78) million.
Operating cash profit before working capital changes was ₹2,935.01 million. Working capital changes included
an increase in trade payables of ₹1,018.35 million and an increase in provisions of ₹12.41 million. This was offset
by an increase in inventories of ₹(1,667.07) million, an increase in trade receivables of ₹(1,996.63) million, an
increase of financial assets and other assets of ₹(117.88) million and a decrease in financial and other current
liabilities of ₹(482.86) million.
Net cash from operating activities was ₹366.85 million for Fiscal 2023. The restated loss before tax for Fiscal
2023 was ₹77.60 million. Adjustments primarily included depreciation and amortization expense of ₹532.33
million, finance costs of ₹622.04 million, provision for doubtful debts of ₹53.36 million, liabilities / provisions
no longer required written back of ₹(41.40) million, provision for / (written back) of warranty (net) of ₹(24.98)
million, gain on foreign exchange fluctuation (net) of ₹(29.19) million, income from government grant of ₹(27.65)
million, interest income of ₹(120.14) million and share of profit of associates of ₹(12.19) million.
Operating cash profit before working capital changes was ₹876.84 million. Working capital changes included a
decrease in trade receivables of ₹801.49 million, an increase in trade payables of ₹1,351.75 million , an increase
in provisions of ₹3.45 million, an increase in financial and other current liabilities of ₹1,780.55 million. This was
offset by an increase in inventories of ₹(4,159.27) million, an increase in financial assets and other assets of
₹(184.61) million.
Net cash from operating activities was ₹49.64 million for Fiscal 2022. The restated loss before tax for Fiscal 2022
was ₹156.91 million. Adjustments primarily included depreciation and amortization expense of ₹276.01 million,
finance costs of ₹415.68 million, provision for doubtful debts of ₹36.19 million, bad debts written off of ₹32.30
million, liabilities / provisions no longer required written back of ₹(18.19) million, provision for / (written back)
of warranty (net) of ₹(37.31) million, income from government grant of ₹(9.21) million, interest income of
₹(92.22) million and share of profit of associates of ₹(11.75) million.
Operating cash profit before working capital changes was ₹423.81 million. Working capital changes included a
decrease in trade receivables of ₹106.14 million, a decrease in financial and other assets of ₹407.37 million, and
an increase in trade payables of ₹1,060.55 million. This was offset by an increase in inventories of ₹(1,542.87)
million, a decrease in financial and other current liabilities of ₹(285.42) million and a decrease in provisions of
₹(0.91) million.
Net cash from operating activities was ₹2,368.78 million for Fiscal 2021. The restated profit before tax for Fiscal
2021 was ₹558.19 million. Adjustments primarily included depreciation and amortization expense of ₹116.41
million, finance costs of ₹216.56 million, provisions for write back of warranty of ₹54.60 million, provision for
doubtful debts of ₹22.80 million, profit on sale of property, plant and equipment of ₹(30.79) million, gain on
foreign exchange fluctuation (net) of ₹(25.20) million, interest income of ₹(36.47) million and dividend income
of ₹(21.43) million.
Operating cash profit before working capital changes of ₹839.21 million. Working capital changes include a
decrease in trade receivables of ₹390.64 million, and a decrease in financial assets and other assets of ₹547.77
million, an increase in trade payables of ₹580.86 million, an increase in financial and other current liabilities of
₹193.15 million and an increase in provisions of ₹8.82 million. This was offset by an increase in inventories of
₹(53.86) million.
Investing Activities
Net cash used in investing activities was ₹(4,053.16) million for the nine months ended December 31, 2023. This
primarily resulted from purchases of property, plant and equipment of ₹(3,544.14) million, investment in mutual
funds of ₹(1,562.47) million, bank deposits placed/(matured), net of ₹(665.60) million, movement in other bank
balances of ₹(434.85) million, interest received of ₹67.86 million and proceeds from sale of mutual funds of
₹2,082.98 million.
Net cash used in investing activities was ₹(3,038.75)million for Fiscal 2023. This primarily resulted from
purchases of property, plant and equipment of ₹(2,760.42) million, movement in other bank balances of ₹(493.21)
386
million, investment in mutual funds of ₹(507.63) million, interest received of ₹142.98 million and proceeds from
sale of mutual funds of ₹491.35 million, bank deposits (placed)/matured, net of ₹67.94 million, proceeds from
sale of property, plant and equipment of ₹27.59 million, and proceeds from sale of investments in equity
instruments of ₹10.33 million.
Net cash used in investing activities was ₹(2,179.31) million for Fiscal 2022. This primarily resulted from
purchases of property, plant and equipment of ₹(1,987.30) million, movement in other bank balances of ₹(146.16)
million, investment in mutual funds of ₹(1,837.72) million, interest received of ₹83.17 million, proceeds from
sale of mutual funds of ₹1,379.93 million proceeds from sale of property, plant and equipment of ₹153.42 million,
and proceeds from sale of investments in equity instruments of ₹38.32 million.
Net cash used in investing activities was ₹(3,527.94) million for Fiscal 2021. This primarily resulted from
purchases of property, plant and equipment of ₹(3,244.83) million, movement in other bank deposits
(placed)/matured of ₹(393.06) million, dividend income of ₹21.43 million, interest received of ₹34.00 million,
and proceeds from sale of property, plant and equipment of ₹48.18 million.
Financing Activities
Net cash from financing activities was ₹5,965.81 million for the nine months ended December 31, 2023. This
primarily resulted from proceeds from long-term borrowings of ₹3,485.51 million, proceeds from short-term
borrowings (net) of ₹3,294.31 million, repayment of long-term borrowings of ₹(314.79) million and interest
repayment of ₹(491.29) million.
Net cash from financing activities was ₹2,516.61 million for Fiscal 2023. This primarily resulted from proceeds
from issue of compulsorily convertible debentures of ₹318.50 million, proceeds from capital infused by non-
controlling interest holders of ₹42.50 million, proceeds from long-term borrowings of ₹2,024.35 million, proceeds
from short-term borrowings (net) of ₹841.84 million, repayment of long-term borrowings of ₹(82.24) million, and
interest repayment of ₹(625.23) million.
Net cash from financing activities was ₹2,786.12 million for Fiscal 2022. This primarily resulted from proceeds
from issue of equity shares of ₹15.68 million, proceeds from issue of instruments entirely in the nature of equity
of ₹1,760.00 million, proceeds from government grant of ₹318.45 million, proceeds from long-term borrowings
of ₹971.86 million, proceeds from short-term borrowings (net) of ₹225.83 million, share issue expenses ₹(61.26)
million, repayment of long-term borrowings of ₹(116.66) million and interest repayment of ₹(418.35) million.
Net cash from financing activities was ₹1,091.39 million for Fiscal 2021. This primarily resulted from proceeds
from issue of equity shares of ₹14.50 million, proceeds from short-term borrowings of ₹1,298.62 million and
interest payment of ₹(219.21) million.
Indebtedness
As of December 31, 2023, our total outstanding indebtedness on a consolidated basis was ₹14,100.45 million,
primarily consisting of term loans from banks and public financial institutions. The following table provides the
amounts of our outstanding current and non-current borrowings for the periods indicated:
As of March 31, As of December
Particulars 2021 2022 2023 31, 2023
(₹ million)
Non-current borrowings 2,467.50 3,322.71 5,698.10 8,499.08
Current borrowings 984.43 1,210.26 1,937.32 5,601.37
Total borrowings 3,451.93 4,532.97 7,635.42 14,100.45

Contractual Obligations
The table below sets forth our contractual obligations as at December 31, 2023 as per the Restated Consolidated
Financial Information. These obligations primarily relate to our contractual maturities of financial liabilities such
as trade payables, other financial liabilities and lease liabilities.

387
 Total Less than 1 year 1 year to 5 years More than 5 years
Particulars (₹ million)
Borrowings 14,100.45 5,601.37 3,106.12 5,392.96
Trade Payables 5,015.65 5,015.65 — —
Other financial liabilities 1,123.19 1,123.19 — —
Lease liabilities 91.90 14.57 77.33 —
Total 20,331.19 11,754.78 3,183.45 5,392.96

Contingent Liabilities
The following table sets forth the principal components of our contingent liabilities as of December 31, 2023 as
per the Restated Consolidated Financial Information.
As at December As at March As at March As at March
Particulars 31, 2023 31, 2023 31, 2022 31, 2021
(₹ million)
Outstanding bank guarantees ................................... 2,112.60 3,884.38 155.48 161.76
Claims arising from disputes not acknowledged as
debts – direct taxes .................................................. 33.53 44.11 44.11 15.01
Claims arising from disputes not acknowledged as
debts – indirect taxes ............................................... 69.85 72.77 70.71 10.44
Corporate guarantee given for the borrowings
taken by the Group .................................................. 12,523.90 7,259.00 5,389.00 1,805.00
Comfort letter given for the borrowings taken by
the Group ................................................................. 2,435.40 229.40 — —

As on December 31, 2023, our Company has a contingent liability of ₹809.87 million (March 31, 2023: ₹407.66
million, March 31, 2022: ₹ nil, March 31, 2021: ₹ nil) towards customs duty and goods and services tax for capital
goods imported under the MOOWR scheme, against which our Company has executed and utilized a bond as at
December 31, 2023, amounting to ₹2,429.61 million (March 31, 2023: ₹1,222.98 million, March 31, 2022: ₹ nil,
March 31, 2021: ₹ nil). The firm liability towards such customs duty shall be contingent upon conditions at the
time of filing an ex-bond bill of entry at the time of disposal. In case our Company decides to export such capital
goods, the associated costs shall not be significant. Based on our Company’s assessment of use of capital goods,
management expects that liability will not arise for the same.

See “Restated Consolidated Financial Information – Notes forming part of the Restated Consolidated
Financial Information – Note 39: Contingent Liabilities”.

Capital Commitments
The following table sets forth the estimated amount of contracts remaining to be executed on capital account and
not provided for:
As at December As at March As at March As at March
Particulars 31, 2023 31, 2023 31, 2022 31, 2021
(₹ million)
Capital commitments ............................................... 138.37 12,797.48 863.04 —

See “Restated Consolidated Financial Information – Notes forming part of the Restated Consolidated
Financial Information – Note 39: Contingent Liabilities”.

Capital Expenditures
The following table sets forth the historical capital expenditures which were, and we expect our future capital
expenditures to be, primarily for the purchase of plant and equipment, intangible assets (excluding goodwill),
investment. Capital expenditure is calculated as a total on additions made towards property, plant and equipment
and net movement of capital work-in-progress whereas net movement of capital work-in-progress is closing
capital work-in-progress, less opening capital work-in-progress, as per our Restated Consolidated Financial
Information.

388
 For the period
Particulars Fiscal year ended March 31, ended
December 31,
2021 2022 2023 2023
(₹ million)
Additions to property, plant and equipment (A) 3,124.82 810.04 1,651.06 6,430.40
Additions to intangible assets (excluding goodwill) (B) 0.61 4.35 19.15 —
Net movement of capital work-in-progress (C) (208.75) 1,141.10 2,351.30 (3,091.23)
Total (A+B+C) 2,916.68 1,955.49 4,021.51 3,339.17

We intend to utilize a portion of the Net Proceeds towards investment in our Subsidiary, PEGEPL, for part-
financing the establishment of the Project. See “Objects of the Offer” on page 119. The total estimated cost of
setting up the Project is ₹34,642.75 million for which we propose to deploy a sum of ₹11,687.38 million from the
Net Proceeds.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other
entities that would have been established for the purpose of facilitating off-balance sheet arrangements.
Related Party Transactions
We enter into various transactions with related parties. For further information, see “Restated Consolidated
Financial Information – Notes forming part of the Restated Consolidated Financial Information – Note 43:
Related Party Disclosures” on page 335.
NON-GAAP MEASURES
EBITDA / EBITDA Margin / EBIT / ROCE / Net Worth / Debt to Equity Ratio / Return on Net Worth /
PBT Margin / PAT Margin / Return on Equity / Net Asset Value per Equity Share / Inventory Turnover
Ratio / Debt Service Coverage Ratio (“Non-GAAP Measures”) presented in this Draft Red Herring
Prospectus
In evaluating our business, we consider and use Non-GAAP Measures that are presented below as supplemental
measures to review and assess our operating performance. The presentation of these Non-GAAP Measures are
not intended to be considered in isolation or as a substitute for the Restated Consolidated Financial Information.
We present these Non-GAAP Measures because they are used by our management to evaluate our operating
performance. These Non-GAAP Measures are not defined under Ind AS and are not presented in accordance with
Ind AS. The Non-GAAP Measures have limitations as analytical tools. Further, these Non-GAAP Measures may
differ from the similar information used by other companies, including peer companies, and hence their
comparability may be limited. Therefore, these matrices should not be considered in isolation or construed as an
alternative to Ind AS measures of performance or as an indicator of our operating performance, liquidity,
profitability or results of operation.
Based on our Restated Consolidated Financial Information
Earnings before interest, tax, depreciation and amortization (EBITDA) and earnings before interest, tax,
depreciation and amortization margin (EBITDA Margin)
EBITDA is calculated as restated profit for the year/period plus tax, finance cost, depreciation, and amortization,
less share of profit / loss from associates. EBITDA Margin is calculated as EBITDA divided by total income.
Total income is calculated as revenue from operations and other income.
The table below reconciles our profit/loss for the year/period to EBITDA for the periods indicated.

389
 As of and for the nine
As of and for the years ended March 31, months ended
December 31,
2021 2022 2023 2023*
Percentage Percentage Percentage Percentage
Amount Amount Amount Amount
of total of total of total of total
(₹ (₹ (₹ (₹
income income income income
million) million) million) million)
(%) (%) (%) (%)
Restated profit for the 258.07 3.51% (144.08) (1.88)% (133.36) (0.91)% 1,274.02 6.27%
year/period
Add:
Depreciation and 116.41 1.58% 276.01 3.60% 532.33 3.64% 590.46 2.90%
amortization expenses

Finance cost 216.56 2.94% 430.03 5.61% 686.27 4.69% 759.93 3.74%
Income tax expense 300.12 4.08% (12.83) (0.17)% 55.76 0.38% 474.03 2.33%
Less:
Share of profit/(loss) 6.50 0.09% 11.75 0.15% 12.19 0.08% 9.87 0.05%
from associates
EBITDA 884.66 12.02% 537.38 7.01% 1,128.81 7.71% 3,088.57 15.19%
EBITDA Margin 12.02% 7.01% 7.71% 15.19%

Return on Average Capital Employed (ROCE)

ROCE is calculated as EBIT divided by average capital employed where (a) EBIT is EBITDA less depreciation
and amortization and (b) average capital employed is the average of opening and closing values of total equity
(excluding non-controlling interest and capital reserves), total debt (including lease liabilities and accrued interest),
deferred tax liabilities (net of deferred tax asset), less intangible assets including goodwill).
As of and for the nine
As of and for the years ended March 31, months ended
December 31,
2021 2022 2023 2023*
Percentage Percentage Percentage Percentage
Amount Amount Amount Amount
of total of total of total of total
(₹ (₹ (₹ (₹
income income income income
million) million) million) million)
(%) (%) (%) (%)
EBITDA (A) 884.66 12.02% 537.38 7.01% 1,128.81 7.71% 3,088.57 15.19%
Less:
Depreciation and 116.41 1.58% 276.01 3.60% 532.33 3.64% 590.46 2.90%
amortization (B)
EBIT 768.25 10.43% 261.37 3.41% 596.48 4.08% 2,498.11 12.29%
C = A-B
Net worth (D) 2,208.31 29.99% 3,933.87 51.29% 3,819.76 26.11% 5,112.37 25.15%
Add:
Borrowings (current 3,451.93 46.89% 4,532.97 59.10% 7,635.42 52.18% 14,100.45 69.37%
and non-current) (E)
Lease liability (current 7.83 0.11% 7.08 0.09% 4.44 0.03% 91.90 0.45%
and non-current) (F)
Deferred tax liability 188.67 2.56% 76.27 0.99% 83.83 0.57% 452.52 2.23%
(G)
Interest accrued (H) 11.26 0.15% 14.56 0.19% 10.98 0.08% 50.20 0.25%
Less:
Intangible assets 2.19 0.03% 4.76 0.06% 20.69 0.14% 16.26 0.08%
(goodwill and other
intangible assets) (I)
Deferred tax asset (J) 15.67 0.21% 11.18 0.15% 2.49 0.02% 69.46 0.34%
Closing capital 5,850.14 — 8,548.81 — 11,531.25 — 19,721.72 —
employed
K = D+E+F+G+H-I-J
Opening capital 4,766.80 — 5,850.14 — 8,548.81 — 11,531.25 —
employed (L)

390
 As of and for the nine
As of and for the years ended March 31, months ended
December 31,
2021 2022 2023 2023*
Percentage Percentage Percentage Percentage
Amount Amount Amount Amount
of total of total of total of total
(₹ (₹ (₹ (₹
income income income income
million) million) million) million)
(%) (%) (%) (%)
Average capital 5,308.47 — 7,199.47 — 10,040.03 — 15,626.49 —
employed M =
((K+L)/2)
ROCE — 14.47% — 3.63% — 5.94% — 15.99%
= (C/M)*100
__________________________

*Not annualized

Net Worth
Net worth means aggregate value of the paid-up share capital and all reserves created out of the profits and
securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate
value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not
include reserves created out of revaluation of assets, write-back of depreciation, each as applicable for our
Company on a restated basis.
The table below reconciles our net worth.
As of and for the
As of and for the years ended
nine months ended
March 31,
December 31,
2021 2022 2023 2023*
(₹ in million, except percentages)
Paid-up share capital (A) 249.51 263.46 263.46 263.46
Instruments entirely equity in nature (B) — 1,698.74 1,698.74 1,698.74
Other equity
Add:
Security premium (C) 150.58 415.73 415.73 415.73
Retained earnings (D) 1,808.69 1,663.93 1,535.88 2,809.90
Other items of comprehensive income (E) (0.47) (0.59) 0.85 3.71
Treasury shares (F) — (109.87) (109.87) (109.87)
Share based payment reserve (G) — 2.47 14.97 30.70
Net worth 2,208.31 3,933.87 3,819.76 5,112.37
H = A+B+C+D+E+F+G
*Not annualized

Debt to Equity Ratio

The table below reconciles debt to equity. Debt to equity is calculated as debt for the year / period divided by total
equity (excluding non-controlling interest).
As of and for the
As of and for the years ended
nine months ended
March 31,
December 31,
2021 2022 2023 2023*
(₹ in million, except percentages)
Current borrowings (A) 984.43 1,210.26 1,937.22 5,601.37
Non-current borrowings (B) 2,467.50 3,322.71 5,698.10 8,499.08
Current lease liabilities (C) 2.52 2.65 3.06 14.57
Non-current lease liabilities (D) 5.31 4.43 1.38 77.33
Interest accrued (E) 11.26 14.56 10.98 50.20
Total debt 3,471.02 4,554.61 7,650.84 14,242.55
F = A+B+C+D+E
Shareholder’s Equity
Equity share capital (G) 249.51 263.46 263.46 263.46
Instruments entirely equity in nature (H) — 1,698.74 1,698.74 1,698.74
Other Equity (I) 1,971.97 1,984.04 2,149.95 3,442.56

391
 As of and for the
As of and for the years ended
nine months ended
March 31,
December 31,
2021 2022 2023 2023*
(₹ in million, except percentages)
Total equity 2,220.68 3,946.24 4,112.15 5,404.76
J = G+H+I
Debt to Equity Ratio 1.56 1.15 1.86 2.64
= (F/J)
*Not annualized

Return on Net Worth

Return on Net Worth is calculated as restated profit/loss attributable to the equity shareholders for the period/ year
divided by restated net worth. Restated net worth means aggregate value of the paid-up share capital and all
reserves created out of the profits and securities premium account and debit or credit balance of profit and loss
account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous
expenditure not written off, but does not include reserves created out of revaluation of assets, write-back of
depreciation, each as applicable for our Company on a restated basis.
The table below reconciles our Return on Net Worth.
As of and for the
As of and for the years ended
nine months ended
March 31,
December 31,
2021 2022 2023 2023*
(₹ in million, except percentages)
Restated profit/loss for the period/year attributable to owners (A) 234.79 (143.60) (128.05) 1,274.02
Equity
Paid-up share capital (B) 249.51 263.46 263.46 263.46
Instruments entirely equity in nature (C) — 1,698.74 1,698.74 1,698.74
Other equity
Add:
Security premium (D) 150.58 415.73 415.73 415.73
Retained earnings (E) 1,808.69 1,663.93 1,535.88 2,809.90
Other items of comprehensive income (F) (0.47) (0.59) 0.85 3.71
Treasury shares (G) — (109.87) (109.87) (109.87)
Share based payment reserve (H) — 2.47 14.97 30.70
Net worth 2,208.31 3,933.87 3,819.76 5,112.37
I = B+C+D+E+F+G+H
Return on Net Worth 10.63% (3.65)% (3.35)% 24.92%
= (A/I)
*Not annualized

Profit Before Tax Margin (PBT Margin)

PBT Margin is calculated as restated profit before tax for the year/period divided by total income.
As of and for the
As of and for the years ended nine months ended
March 31, December 31,
2021 2022 2023 2023*
(₹ in million, except percentages)
Restated profit / (loss) before tax (A) 558.19 (156.91) (77.60) 1,748.05
Total income (B) 7,362.35 7,670.33 14,632.12 20,327.62
Profit Before Tax Margin 7.58% (2.05)% (0.53)% 8.60%
= (A/B)
*Not annualized

Profit After Tax Margin (PAT Margin)

The table below reconciles restated profit for the year/period to profit after tax margin which is calculated as
restated profit after tax divided by total income.

392
 As of and for the
As of and for the years ended nine months ended
March 31, December 31,
2021 2022 2023 2023*
(₹ in million, except percentages)
Restated profit for year/period (A) 258.07 (144.08) (133.36) 1,274.02
Total income (B) 7,362.35 7,670.33 14,632.12 20,327.62
Profit After Tax Margin 3.51% (1.88)% (0.91)% 6.27%
= (A/B)
*Not annualized

Return on Equity (ROE)

ROE is calculated as restated profit for the period/year (owners share) divided by average total equity (excluding
non-controlling interest) whereas average total equity is the average of opening and closing total equity (excluding
non-controlling interest) as disclosed in the Restated Consolidated financial Information.
As of and for the
As of and for the years ended
nine months ended
March 31,
December 31,
2021 2022 2023 2023*
(₹ in million, except percentages)
Restated profit/loss for the period/year attributable to owners (A) 234.79 (143.60) (128.05) 1,274.02
Closing equity attributable to the owners of the Company (B) 2,220.68 3,946.24 4,112.15 5,404.76
Opening equity attributable to the owners of the Company (C) 2,306.96 2,220.68 3,946.24 4,112.15
Average equity 2,263.82 3,083.46 4,029.20 4,758.46
D = ((B+C)/2)
Return on Equity 10.37% (4.66)% (3.18)% 26.77%
= (A/D)
*Not annualized

Net Asset Value per Equity Share

Net Asset Value per Equity Share is calculated as net worth divided by the number of equity shares and potential
equity shares on account of compulsory convertible debentures outstanding as at the end of period / year. Net
worth means aggregate value of the paid-up share capital and all reserves created out of the profits and securities
premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the
accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include
reserves created out of revaluation of assets, write-back of depreciation, each as applicable for our Company on a
restated basis.
As of and for the
As of and for the years ended March
nine months ended
31,
December 31,
2021 2022 2023 2023*
(₹ in million, except share data)
Paid-up share capital (A) 249.51 263.46 263.46 263.46
Instruments entirely equity in nature (B) — 1,698.74 1,698.74 1,698.74
Other equity
Add:
Security premium (C) 150.58 415.73 415.73 415.73
Retained earnings (D) 1,808.69 1,663.93 1,535.88 2,809.90
Other items of comprehensive income (E) (0.47) (0.59) 0.85 3.71
Treasury shares (F) — (109.87) (109.87) (109.87)
Share based payment reserve (G) — 2.47 14.97 30.70
Net Worth 2,208.31 3,933.87 3,819.76 5,112.37
H = A+B+C+D+E+F+G
Equity shares issued 249,508,880 263,458,334 263,458,334 263,458,334
outstanding at the year/ period (I)
Potential equity shares on account of compulsorily — 88,000,000 88,000,000 88,000,000
convertible debentures outstanding at the year/ period (J)
Total 249,508,880 351,458,334 351,458,334 351,458,334
K = I+J
Net Asset Value per Equity Share = H/K^ 8.85 11.19 10.87 14.55
*Not annualized.

393
^ Pursuant to a Board resolution and Shareholders’ resolution each dated April 10, 2024, the Company has issued and allotted Equity Shares
through bonus issue in the ratio of 0.268 Equity Shares for every one Equity Share. The EPS and Net asset value per Equity Share disclosed
above are derived from the Restated Consolidated Financial Information and are not adjusted for above events occurring after the Restated
Consolidated Financial Information is adopted by the Board of Directors on March 14, 2024 in accordance with Indian Accounting Standard
(Ind AS) 33 “Earning Per Share”.

Inventory Turnover Ratio

Inventory Turnover Ratio is calculated as cost of goods sold to average inventory.

As of and for the
As of and for the years ended March 31, nine months ended
December 31,
2021 2022 2023 2023*
(₹ in million, except percentages)
Cost of materials consumed (A) 4,768.23 3,987.20 11,105.19 15,660.27
Purchase of stock in trade (B) 519.68 2,281.31 1,568.23 1,291.44
Changes in inventories of finished goods, stock in (80.83) (397.93) (934.07) (1,867.17)
trade and work in progress (C)
Cost of goods sold 5,207.08 5,870.58 11,739.35 15,084.54
D = A+B+C
Opening inventory (E) 1,099.89 626.41 2,169.27 6,328.55
Closing inventory (F) 626.41 2,169.27 6,328.55 7,995.60
Average inventory 1,397.84 4,248.91 7,162.08
G = ((E+F)/2) 863.15
Inventory Turnover Ratio = D/G 6.03 4.20 2.76 2.11
*Not annualized

Debt Service Coverage Ratio

Debt Service Coverage Ratio is calculated as earnings available for debt service to debt service.
As of and for the
As of and for the years ended March
nine months ended
31,
December 31,
2021 2022 2023 2023*
(₹ in million, except percentages)
Restated net profit after tax (A) 258.07 (144.08) (133.36) 1,274.02
Depreciation and amortization (B) 116.41 276.01 532.33 590.46
Interest(1) (C) 118.04 302.95 461.73 527.92
Provision for doubtful debts (D) 22.80 36.19 53.36 66.38
Provision for impairment of investments (E) — — 2.33 —
Bad debts written off (F) 24.86 32.30 2.36 7.05
Provision for warranty (G) 54.60 — — 85.00
Earnings for debt service 594.78 503.37 918.75 2,550.83
H = A+B+C+D+E+F+G
Interest payment (I)(2) 361.01 464.78 703.17 657.23
Lease payments (J) 2.52 3.06 3.11 7.93
Principal payments (K) — 116.66 82.24 314.79
Debt service 363.53 584.50 788.52 979.95
L = I+J+K
Debt Service Coverage Ratio = H/L 1.64 0.86 1.17 2.60
*Not annualized

Notes:

(1) Interest has been calculated as sum of interest expense on term loans, bank overdraft and demand loans, lease liability (net) and interest
on compulsorily convertible debentures.
(2) Interest payment includes December 31, 2023: ₹165.94 million, March 31, 2023: ₹77.94 million, March 31, 2022: ₹46.43 million, March
31, 2021: ₹141.80 million towards cost of qualifying asset.

Quantitative and Qualitative Disclosures about Market Risks

Our Group’s activities expose us to a variety of financial risks, namely, market risk, credit risk and liquidity risk.
Our Group is committed to anticipating the volatility of financial markets and aims to mitigate potential negative
impacts on our financial performance.

394
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. Credit risk encompasses both the direct risk of default and the risk of
deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analyzing credit
limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining
necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally
consist of trade receivables, investments, derivative financial instruments, cash and cash equivalents, bank
deposits and other financial assets.
Trade receivables
The customer credit risk is managed by the Group’s established policy, procedures and control relating to customer
credit risk management. Credit quality of a customer is assessed based on the individual credit limits as defined
in accordance with this assessment and outstanding customer receivables are regularly monitored. The Group’s
receivables turnover is quick and historically, there was no significant defaults on account of those customers. Ind
AS requires an entity to recognize, in profit or loss, the amount of expected credit losses (or reversal) required to
adjust the loss allowance at the reporting date to the amount required to be recognized in accordance with Ind AS
109. The Group assesses at each date of statements of financial position whether a financial asset or a group of
financial assets is impaired. Expected credit losses are measured at an amount equal to the 12 month expected
credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset
has increased significantly since initial recognition. The Group has used a practical expedient by computing the
expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into
account historical credit loss experience, adjusted for forward-looking information.
Liquidity risk
Liquidity risk refers to the risk that the Group cannot meet its financial obligations. The objective of liquidity risk
management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The
Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities,
by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial
assets and liabilities.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity
prices, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market
risk management is to manage and control market risk exposures within acceptable parameters.
Currency risk
The Group’s functional currency is Indian rupees. The Group purchased some plant and machinery in foreign
currency. Adverse movements in the exchange rate between Indian rupees and any relevant foreign currency
results in the Group’s overall debt position in rupee terms without the Group having incurred additional debt and
favorable movements in the exchange rates will conversely result in a reduction in the Group’s receivables in
foreign currency.
Interest rate risk
Interest rate risk is the risk that the future standalone cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates
primarily to its long-term debt obligations with floating interest rates.
Foreign currency exchange rate risk
The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or loss
and other comprehensive income and equity, where any transaction references more than one currency or where
assets/liabilities are denominated in a currency other than the functional currency of the respective entities.
Considering the countries and economic environment in which the Group operates, its operations are subject to
risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in the
U.S. dollar against the functional currencies of the Group. The Group, as per its risk management policy, uses
derivative instruments primarily to hedge foreign exchange. The Group evaluates the impact of foreign exchange
rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative
financial instruments in line with its risk management policies.

395
Auditor Qualifications
There are no auditor qualifications which have not been given effect to in the Restated Consolidated Financial
Information.
Our previous statutory auditors have included a matter of emphasis in their audit report on our financial statements
as at and for Fiscal 2021. For further details, see “Risk Factors – Our previous statutory auditors have included
an emphasis of matter in their report on our financial statements.” on page 58.
Unusual or Infrequent Events of Transactions
Except as described in this Draft Red Herring Prospectus, there have been no other events or transactions that, to
our knowledge, may be described as “unusual” or “infrequent”.
Known Trends or Uncertainties
Our business has been affected and we expect will continue to be affected by the trends identified above in the
heading titled “Significant Factors Affecting Our Financial Condition and Results of Operations” and the
uncertainties described in the section titled “Risk Factors” on page 31. To our knowledge, except as described or
anticipated in this Draft Red Herring Prospectus, there are no known factors which we expect will have a material
adverse impact on our revenues or income from continuing operations.
Significant Economic Changes that Materially Affected or are likely to Affect Revenue from Operations
There are no significant economic changes that materially affected our operations or are likely to affect income
from continuing operations except as described in the sections “Risk Factors”, “Industry Overview” and “Our
Business” on pages 31, 152 and 204, respectively.
Future Relationship between Cost and Income
Other than as described in this Draft Red Herring Prospectus, to the knowledge of our management, there are no
known factors that might affect the future relationship between costs and revenues.
New Products or Business Segments
Other than as described in “Our Business” on page 204 of this Draft Red Herring Prospectus, there are no new
products or business segments in which we operate.
Significant dependence on a single or few Customers or Suppliers
Other than as described in this Draft Red Herring Prospectus, particularly in sections “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 31 and
351, respectively, to our knowledge, there is no significant dependence on a single or few customers or suppliers.
Seasonality of Business
Our business is not subject to seasonal variations.
Significant Developments after December 31, 2023
Pursuant to a Board and Shareholders resolution each dated April 10, 2024, bonus Equity Shares have been issued
in the ratio of 0.268 Equity Shares for every one Equity Share held. For further details, see “Capital Structure –
Notes to the Capital Structure – Equity Share Capital of our Company” on page 95.
Except as stated below and in this Draft Red Herring Prospectus, to our knowledge, no circumstances have arisen
since the date of the Restated Consolidated Financial Information as disclosed in this Draft Red Herring
Prospectus which materially and adversely affect or are likely to affect our operations or profitability, or the value
of our assets or our ability to pay our material liabilities within the next 12 months.
The shareholders vide their resolution dated April 10, 2024 accorded to issue and allot 70,606,834 Equity Shares
of ₹1 each as bonus shares credited as fully paid up by capitalization of ₹70.61 million standing to the credit of
our Company’s securities premium account to the existing shareholders of our Company in the proportion of
0.268 new Equity Shares of ₹1 for every 1 existing Equity Share of ₹1, whose names will appear in the register
of members / beneficial owners position of our Company as on April 10, 2024 (record date). Subsequently, the
Board of Directors vide their resolution dated April 10, 2024 allotted 70,606,834 Equity Shares of ₹1 as bonus
Equity Shares.

396
 CAPITALISATION STATEMENT

The following table sets forth our Company’s capitalization as at December 31, 2023, as derived from our Restated
Consolidated Financial Information. This table should be read in conjunction with the sections titled “Risk
Factors”, “Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” beginning on pages 31, 280 and 351, respectively.
(₹ in million, except ratios)
Particulars Pre-Offer as at December As adjusted for the
31, 2023 proposed Offer(1)
Total Borrowings
Non-current borrowings* (A) 8,499.08 [●]
Current borrowings (including current maturities of long term 5,601.37 [●]
borrowing)* (B)
Total Borrowings (C) = (A+B) 14,100.45 [●]

Total Equity
Equity share capital* 263.46 [●]
Instruments entirely equity in nature 1,698.74
Other equity* 3,442.56 [●]
Total equity (D) 5,404.76 [●]

Total (E) = (C) + (D) 19,505.21 [●]

Non-current borrowings/Total equity (A/D) 1.57 [●]
Total borrowings/Total equity (C/D) 2.61 [●]
Notes:
(1)
The corresponding post Offer capitalization data is not determinable at this stage pending the completion of the Book Building Process
and hence has not been furnished. To be updated upon finalization of the Offer Price.
* These terms shall carry the meaning as per Schedule III of the Companies Act, 2013 (as amended).

The amounts disclosed above are derived from the Restated Consolidated Financial Information and are
not adjusted to effect events mentioned below:

Pursuant to a Board resolution dated April 10, 2024 and Shareholders resolution dated April 10, 2024, bonus
Equity Shares have been issued in the ratio of 0.268 shares for every one Equity Share.

397
 FINANCIAL INDEBTEDNESS

Our Company and our Subsidiaries avail fund based and non-fund-based facilities in the ordinary course of
business for purposes such as, inter alia, meeting our working capital requirements or business requirements.

Set forth below is a brief summary of our aggregate outstanding borrowings amounting to ₹18,954.78 million, as
on February 29, 2024 on a consolidated basis.

(in ₹ million)
Amount outstanding as at
Category of Borrowing ** Sanctioned amount
February 29, 2024
Secured Loan
(a) Fund based facilities 41,345.30 11,500.32
Working capital demand loans*** 2,840.00 1,673.32
Cash credit facility***
Term loan 38,505.30 9,827.00
(b) Non-fund based facilities (Interchangeable)**** 10,877.40 7,452.80
Bank guarantees and letters of credit 10,877.40 7,452.80
(A) Total secured borrowings (a+b) 52,222.70 18,953.12

Unsecured loan
(a) Fund based facilities
Loans taken from directors 101.10 1.67
(B) Total unsecured borrowings 101.10 1.67
Total borrowings 52,323.80 18,954.78
*As certified by Manian & Rao, Chartered Accountants, by way of their certificate dated April 19, 2024.
** Excludes corporate credit cards, cash backed non-fund-based limits, derivatives and pre and post LC bill discounting and TREDS.
*** Interchangeability between working capital demand loan and cash credit
**** Includes Inland Letter of Credit, Foreign Letter of Credit, Stand By Letter of Credit and bank guarantee.

Principal terms of borrowings availed by our Company and Subsidiaries

All indicative key terms of our borrowings are disclosed below:

Tenor and interest rate: The tenor of the fund based and non-fund based facilities ranges from upto ten years.
The interest rates for the facilities are typically linked to benchmark rates varying from 9.00 % p.a. to 13.50 %
p.a., such as the repo rate prescribed by the RBI and marginal cost of funds-based lending rate (“MCLR”) of the
specific lender plus a spread per annum is charged above these benchmark rates.

Security: In terms of our borrowings where security needs to be created, we are typically required to create security
by way of charge on immovable assets (both present and future), movable assets (both present and future) and
current assets (both present and future) including receivables, all stock of raw materials, work in progress, finished
goods and book debts. Further, facilities availed by our Company are secured by personal guarantees of our
Promoters, Surender Pal Singh Saluja and Chiranjeev Singh Saluja.

Repayment: Our facilities are typically repayable as per tenure in case of term loans or are repayable on demand
in case of working capital facilities.

Prepayment: Certain loans availed by us have prepayment provisions which allows for prepayment of the
outstanding loan amount and sometimes carry a pre-payment penalty on the pre-paid amount or on the outstanding
amount subject to terms and conditions stipulated under the loan documents.

Penal Interest: We are bound to pay additional interest to our lenders for defaults in the payment of interest or
other monies due and payable. This additional interest is charged as per the terms of our loan agreements and is
typically 2.00% over the applicable interest rate.

Restrictive Covenants: As per the terms of our loan agreements, certain corporate actions for which our Company
requires prior written consent of the lenders include:

(i) Change in control/ownership/management/directorship of our Company including any change in the

remuneration of directors;

398
(ii) Amending the constitutional documents of our Company;

(iii) Effecting any changes to the capital structure or shareholding pattern of our Company;

(iv) Dilution of Promoter’s shareholding below its current level or dilution in the Promoter’s controlling stake
(whichever is lower);

(v) Approaching capital market for mobilizing additional resources either in the form of debt or equity;

(vi) Entering into any scheme of merger, amalgamation, compromise or reconstruction or do a buyback;

(vii) Undertaking any new business, operations or projects or substantial expansion of any current business,
operations or projects;

(viii) Investing by way of share capital or lending funds or placing deposits with any other concern (including
our Subsidiaries and group companies); and

(ix) Pledging shares of the Company or creating any charge on its assets or giving any guarantee on behalf of
any other concern.

Events of Default: Our borrowing arrangements prescribe the following events of default, including among
others:

(i) Default in repayment of loan facility;

(ii) If all or material part of business is suspended or ceases to exist, or there is any material change in business;

(iii) If the loan is used for any other purpose other than the purpose for which the loan is sanctioned;

(iv) Bankruptcy, insolvency, dissolution; taking advantage of law for the relief of insolvent debtors or entering
into any arrangement or composition with creditors;

(v) Misleading information and representations;

(vi) Asset or property of the Company is confiscated, attached, taken into custody by any authority or subject
to any execution proceeding;

(vii) Default or failure to repay or perform obligations under any other financing arrangements of the Company;

(viii) Any other events, conditions or circumstances, which in the opinion of the lender would or is likely to
prejudicially or adversely affect in any manner the capacity of the Company to repay the loan.

Consequences of occurrence of events of default: Our borrowing arrangements prescribe the following
consequences of occurrence of events of default, including among others:

(i) Demand immediate repayment of the facilities;

(ii) Terminate the sanctioned facilities;

(iii) Suspend access to facilities;

(iv) Convert the outstanding amounts into equity;

(v) Reconstitute the board of directors and management set-up; and

(vi) Repossess and sell the hypothecated assets.

This is an indicative list and there may be additional terms that may require the consent of the relevant lender, the
breach of which may amount to an event of default under various borrowing arrangements entered into by us, and
the same may lead to consequences other than those stated above. We have obtained the necessary consents

399
required under the relevant loan documentation for undertaking activities in relation to the Offer, including, inter
alia, effecting a change in our shareholding pattern, effecting a change in the composition of our Board and
amending our constitutional documents.

For risks in relation to the financial and other covenants required to be complied with in relation to our borrowings,
see “Risk Factors - We are required to comply with certain restrictive covenants under our financing
agreements. Any noncompliance may lead to, amongst others, accelerated repayment and suspension of further
drawdowns, which may adversely affect our business, results of operations, financial condition and cash
flows.” on page 59.

400
 SECTION VI – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as disclosed in this section, there are no (i) outstanding criminal proceedings involving our Company,
Subsidiaries, Promoters and Directors (collectively, the “Relevant Parties”); (ii) outstanding actions taken by
regulatory or statutory authorities involving the Relevant Parties; (iii) disciplinary actions including penalty
imposed by SEBI or Stock Exchanges against our Promoters in the last five Financial Years including outstanding
action (iv) outstanding claims related to direct and indirect taxes (disclosed in a consolidated manner giving the
total number of claims and the total amount involved) involving the Relevant Parties; and (v) any other pending
litigation as determined to be material by our Board pursuant to its resolution dated April 15, 2024 (“Materiality
Policy”) in accordance with the SEBI ICDR Regulations involving the Relevant Parties. As on date of this Draft
Red Herring Prospectus, there are no pending litigation involving our Group Companies which may have a
material impact on our Company.

In terms of the Materiality Policy, all pending litigation involving the Relevant Parties, other than criminal
proceedings, actions by regulatory authorities and statutory authorities, disciplinary action including penalty
imposed by SEBI or stock exchanges against our Promoters in the last five Financial Years including outstanding
action, and tax matters, would be considered ‘material’ if:

(i) Monetary threshold: the monetary amount of claim by or against the Relevant Parties in any such
pending proceeding is in excess of 1% of the net worth of our Company on a consolidated basis, as per
the last full year included in the Restated Consolidated Financial Information. Our total net worth on a
restated consolidated basis for Fiscal 2023 was ₹3,819.76 million. Accordingly, outstanding litigation
involving the Relevant Parties have been considered material and disclosed in this section where the
aggregate amount involved in such litigation exceeds ₹38.19 million; or

(ii) Subjective threshold: such pending matters which are not quantifiable, or do not exceed the monetary
threshold, involving the Relevant Parties, whose outcome, in the opinion of the Board, would materially
and adversely affect the Company’s business, prospects, performance, operations, financial position,
reputation or cash flows.

Further, it is clarified that for the purpose of the above, pre-litigation notices received by the Relevant Parties
from third parties (excluding notices issued by governmental, statutory, regulatory, judicial, quasi-judicial or
taxation authorities or notices threatening criminal action) shall, in any event, not be considered as litigation
until such time that Relevant Parties are impleaded as defendants in litigation proceedings before any
judicial/arbitral forum.

Except as stated in this section, there are no outstanding material dues to creditors of our Company. Further in
terms of the Materiality Policy, a creditor shall be considered “material”, if the outstanding dues to such creditor
exceeds 5% of the restated consolidated total trade payables of our Company, on a consolidated basis, based on
the latest financial period covered in the Restated Consolidated Financial Information. Further, for outstanding
dues to any party which is a micro, small or medium enterprise (“MSME”), the disclosure will be based on
information available with our Company regarding the status of the creditor as defined under Micro, Small and
Medium Enterprises Development Act, 2006, as amended, read with the rules and notifications thereunder.

I. Litigation involving our Company

Outstanding criminal proceedings involving our Company

NIL

Outstanding actions by statutory or regulatory authorities involving our Company

NIL

Other pending material litigation involving our Company

NIL

401
 Tax proceedings involving our Company

Particulars Number of cases Aggregate amount involved to the extent ascertainable

(in ₹ million)
Direct Tax 3 34.07
Indirect Tax 4 31.10
Total 7 65.17

II. Litigation involving our Subsidiaries

Outstanding criminal proceedings involving our Subsidiaries

NIL

Outstanding actions by statutory or regulatory authorities involving our Subsidiaries

NIL

Other pending material litigation involving our Subsidiaries

NIL

Tax proceedings involving our Subsidiaries

Particulars Number of cases Aggregate amount involved to the extent ascertainable

(in ₹ million)
Direct Tax 1 0.03
Indirect Tax 1 2.06
Total 2 2.09

III. Litigation involving our Directors

Outstanding criminal proceedings involving our Directors

A criminal complaint has been filed against our Non-Executive Director Sridhar Narayan, amongst others,
in his capacity as the nominee director of another entity (“Defendant Entity”), under the provisions of
Sections 138 and 141 of the Negotiable Instruments Act, 1881, wherein it is alleged that cheques for an
aggregate of ₹50.00 million that were issued by the Defendant Entity were dishonoured. Sridhar Narayan,
along with other parties, have filed a petition for quashing the complaint under Section 482 of the Code of
Criminal Procedure, before the High Court of Telangana and Andhra Pradesh, at Hyderabad (“High Court”).
The matter is currently pending before the High Court.

Outstanding actions by statutory or regulatory authorities involving our Directors

NIL

Other pending material litigation involving our Directors

NIL

Tax proceedings involving our Directors

NIL

IV. Litigation involving our Promoters

Outstanding criminal proceedings involving our Promoters

NIL

Outstanding actions by statutory or regulatory authorities involving our Promoters

402
 NIL

Disciplinary actions by the SEBI or Stock Exchanges against our Promoters in the last five years,
including outstanding action

NIL

Other pending material litigation involving our Promoters

NIL

Tax proceedings involving our Promoters

NIL

V. Outstanding dues to creditors

In terms of the Materiality Policy, such creditors are considered ‘material’ to whom the amount due exceeds
5% of the restated consolidated trade payables of our Company, on a consolidated basis, as at December 31,
2023. Our Company owed a total sum of ₹5,015.65 million to a total number of 603 creditors as at December
31, 2023.

The details of outstanding dues owed to MSME creditors, material creditors and other creditors, as at
December 31, 2023, are set out below:

Type of creditors Number of creditors(1) Amount involved(1)

(in ₹ million)
Micro, Small and Medium Enterprises 62 108.95
Material creditors 1 483.17
Other creditors 540 4,423.53
Total 603 5,015.65
(1)
As certified by Manian & Rao, Chartered Accountants, by way of their certificate dated April 19, 2024.

The details pertaining to outstanding dues to the material creditors along with names and amounts involved
for each such material creditor are available on the website of our Company at
https://premierenergies.com/investor-relations/ipo-documents.

Material Developments

Except as stated in the section “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on page 351, there have not arisen, since the date of the last financial information disclosed in this
Draft Red Herring Prospectus, any circumstances which materially and adversely affect, or are likely to affect,
our operations, our profitability taken as a whole or the value of our assets or our ability to pay our liabilities
within the next 12 months from the date of the filing of the DRHP.

403
 GOVERNMENT AND OTHER APPROVALS

Our business requires various approvals issued by relevant central and state authorities under various rules and
regulations. Set out below is an indicative list of consents, licenses, registrations, permissions, and approvals
obtained by (a) our Company and (b) our Material Subsidiaries, PEPPL and PEIPL, which is considered material
and necessary for the purposes of undertaking their respective businesses and operations (“Material
Approvals”). Some of these may expire in the ordinary course of business, the applications for renewal of which
are submitted in accordance with applicable procedures and requirements.

Unless otherwise stated, these Material Approvals are valid as on the date of this Draft Red Herring Prospectus.
Except as disclosed in this section, no further Material Approvals are required for carrying on the present
business operations of our Company and our Material Subsidiaries. For further details in connection with the
regulatory and legal framework within which we operate, see “Key Regulations and Policies in India” on page
236.

For details of risk associated with not obtaining or delay in obtaining the requisite approvals, see “Risk Factors
– Compliance with, and changes in, laws and regulations or stringent enforcement of existing laws and
regulations in the jurisdictions in which we operate may adversely affect our business, results of operations
and cash flows.” on page 54. For details of approvals and other authorisations obtained by the Company and
the Selling Shareholders in relation to the Offer, see “Other Regulatory and Statutory Disclosures – Authority
for the Offer” on page 411.

I. Material Approvals obtained in relation to the business and operations of our Company and our
Material Subsidiaries

We require various approvals, licenses and registrations under several central or state-level acts, rules and
regulations to carry on our business activities and operations in India. Our Company and Material
Subsidiaries have obtained the following Material Approvals pertaining to their respective businesses and
operations, as applicable:

(i) License to work a factory under the Factories Act, 1948 issued by (i) the State Government of
Telangana for our Unit I, Unit II, Unit III and Unit IV manufacturing facilities (ii) the State
Government of Jharkhand for our Jharkhand Power Plant.

(ii) Industrial Entrepreneurs Memorandum issued by the DPIIT, Secretariat of Industrial Assistance,
Industrial Entrepreneurs Memorandum Section for our Company and Material Subsidiaries.

(iii) Licenses for private bonded warehouse with bonded manufacturing facility issued by the Principal
Commissioner of Customs, Hyderabad Customs Commissionerate, under the Customs Act, 1962
for our warehouses in Unit I, Unit II, Unit III and Unit IV facilities.

(iv) Consent to operate from the Telangana Pollution Control Board under the Water (Prevention and
Control of Pollution) Act, 1974, and the Air (Prevention and Control of Pollution) Act, 1981,
including exemptions, as applicable, for our Unit I, Unit II, Unit III and Unit IV manufacturing
facilities.

(v) Authorization from the Telangana State Pollution Control Board under the Hazardous and other
Wastes (Management and Transboundary Movement) Rules, 2016 for our Unit II and Unit III
manufacturing facilities.

(vi) License to store liquid nitrogen gas from the Petroleum & Explosives Safety Organisation under
the Static and Mobile Pressure Vessels (Unfired) Rules, 2016 for our Unit II manufacturing facility.

(vii) License for storage of petroleum from the Petroleum and Safety Organisation under the Petroleum
Rules, 2002 for our Unit II manufacturing facility.

(viii) No-objection certificate from the Telangana State Disaster Response & Fire Services Department
for our Unit II and Unit III manufacturing facilities.

(ix) Licenses from the Bureau of Indian Standards for our Company and Material Subsidiaries.

404
 (x) Certificate of importer-exporter code issued by the Directorate General of Foreign Trade, Ministry
of Commerce and Industry, Government of India for our Company and Material Subsidiaries.

(xi) Registration-cum-membership certificate as merchant cum manufacturer exporter under the

provisions of the Foreign Trade Policy, Government of India from Electronics & Computer
Software EPC for our Company and Material Subsidiaries.

II. Tax related approvals obtained by our Company and Material Subsidiaries

(a) Our Company

(i) The permanent account number of our Company is AABCP8800D.

(ii) The tax deduction account number of our Company is HYDP01078A.

(iii) Professional tax payer enrolment and registration certificate under the Telangana Tax on
Profession Trade, Calling and Employment Act, 1987.

(iv) Our Company has obtained GST registration certificates issued by the Government of India
and the relevant State Governments for GST payments in various states.

(b) PEPPL

(i) The permanent account number of PEPPL is AAXCS4996H.

(ii) The tax deduction account number of PEPPL is HYDS44776E.

(iii) Professional tax payer enrolment and registration certificate under the Telangana Tax on
Profession Trade, Calling and Employment Act,1987

(iv) PEPPL has obtained GST registration certificates issued by the Government of India and the
relevant State Governments for GST payments in the states of Rajasthan and Telangana.

(c) PEIPL

(i) The permanent account number of PEIPL is AATCA8732D.

(ii) The tax deduction account number of PEIPL is DELA58955B.

(iii) Professional tax payer enrolment and registration certificate under the Telangana Tax on
Profession Trade, Calling and Employment Act,1987.

(iv) PEIPL has obtained GST registration certificate issued by the State Government of Telangana
for GST payments in the state of Telangana.

III. Labour and Employee related approvals obtained by our Company and our Material Subsidiaries

(i) Registration under the Employees' State Insurance Act, 1948.

(ii) Registration under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.

(iii) Registration under the Andhra Pradesh (Issuance of Integrated Registration and Furnishing of
Combined Returns under Various Labor Laws by Certain Establishments) Act, 2015; the Delhi
Shops and Establishment Act, 1954; and the Telangana Shops and Establishments Act, 1988,
as applicable.

(iv) Registration under the Contract Labour (Regulation and Abolition) Act, 1970.

IV. Material Approvals pending in respect of our Company and Material Subsidiaries

405
Material Approvals or renewals applied for but not received

(i) Application dated November 7, 2019 by our Company to the Manager, ESI for taking on record change
in the name of our Company from Premier Solar Systems Private Limited to Premier Energies Limited.

(ii) Application dated November 12, 2019 by our Company to the Manager, Employee Provident Fund
for taking on record change in the name of our Company from Premier Solar Systems Private Limited
to Premier Energies Limited.

(iii) Application dated November 12, 2019 by our Company to the Deputy Commissioner of Tax Officer,
Marredpally Circle, Hyderabad for taking on record change in the name of our Company from Premier
Solar Systems Private Limited to Premier Energies Limited.

(iv) Application dated April 17, 2024 by our Company to the Assistant Labour Commissioner, Guwahati
for shops and establishment registration.

(v) Application dated April 16, 2024 by our Company to the Labour Resources Department, Government
of Bihar under the Bihar Shops and Establishments Act, 1995.

(vi) Application dated April 16, 2024 by our Company to the Raipur Nagar Nigam, Chhattisgarh for shops
and establishment license.

(vii) Application by our Company to the Urban Development and Urban Housing Department, Gujarat for
shops and establishment license.

(viii) Application dated April 16, 2024 by our Company for shops and establishment license in
Haryana.

(ix) Application dated April 19, 2024 by our Company for shops and establishment registration in Jammu
and Kashmir.

(x) Application dated April 16, 2024 by our Company to the Senior Labour Inspector, 29th Circle for
registration under the Karnataka Shops and Commercial Establishment Act, 1961.

(xi) Application dated April 16, 2024 by our Company for shops and establishment license in Madhya
Pradesh.

(xii) Application dated April 17, 2024 by our Company for registration under the Rajasthan Shops and
Commercial Establishments Acts, 1958.

(xiii) Application dated April 17, 2024 by our Company for registration under the Tamil Nadu Shops
and Establishments Act, 1947.

(xiv) Application dated April 17, 2024 by our Company to the Labour Commissioner Organization,
Uttar Pradesh for registration under the Uttar Pradesh Shops and Commercial Establishment Act,
1962.

(xv) Application dated April 19, 2024 by PEPPL for shops and commercial establishments license in
Haryana.

(xvi) Application dated April 19, 2024 by PEPPL for registration under the Rajasthan Shops and
Commercial Establishments Acts, 1958.

(xvii) Application dated January 27, 2024 by PEIPL to the Regional Provident Fund Commissioner,
Delhi (North) for updating change in name from Azure Power Fifty Five Private Limited to Premier
Energies International Private Limited, in Employee Provident Fund Organisation records.

(xviii) Application by PEIPL to the Employees State Insurance Corporation for changes in registered
details.

406
Material Approvals expired and not applied for renewal

Nil

Material Approvals required but not applied for or obtained

Nil

Intellectual Property

As on the date of this Draft Red Herring Prospectus, we have four registered trademarks in India, details of
which are as given below:

S. Description Class of Registering Registration Date of

No. Registration Authority Number Expiry
1. 9 Registrar of 4371341 December
Trademarks 9, 2029

2. 9 Registrar of 5658096 October

Trademarks 21, 2032

3. Premier Energies (Wordmark) 9 Registrar of 4384840 December

Trademarks 21, 2029
4. 9 Registrar of 2990972 June
Trademarks 23,2025

407
 OUR GROUP COMPANIES

Pursuant to a resolution of our Board dated April 15, 2024 and as per the SEBI ICDR Regulations, for the purpose
of identification of group companies, our Company has considered the companies (other than our Subsidiaries)
with which (i) there were related party transactions as per Ind AS 24, as disclosed in the Restated Consolidated
Financial Information; and (ii) any other companies considered material by our Board pursuant to the Materiality
Policy.

With respect to point (ii) above, and in accordance with our Materiality Policy, for the purpose of disclosure in
this Draft Red Herring Prospectus, a company shall be considered ‘material’ and will be disclosed as a group
company in this Draft Red Herring Prospectus if, it is a member of the Promoter Group (other than the
Subsidiaries) and has entered into one or more transactions with the Company during the most recent financial
year and stub period, if any, as per the Restated Consolidated Financial Information disclosed in this Draft Red
Herring Prospectus, which individually or in the aggregate, exceed 10% of the total consolidated income of the
Company for such period.

Accordingly, based on the parameters outlined above, as on the date of this Draft Red Herring Prospectus, our
Company has the following Group Companies:

Sr. No. Group Companies Registered Office

1. AKR Constructions (Solar) Private Limited Plot No. 8-2-684/13, 1st Floor, Bhavani Nagar
Colony, Kanakadurga Temple Lane, Road No.
12, Banjara Hills, Hyderabad 500 034,
Telangana, India
2. Benten Developers Private Limited 3rd Floor of Plot No. A-1, Surabhi Plaza, Survey
No. 21, 37 & 38, Vikrampuri Colony, Karkhana
Road, Secunderabad, Picket, Hyderabad 500
009, Tirumalagiri, Telangana, India
3. Brightstone Developers Private Limited 3rd Floor of Plot No. A-1, Surabhi Plaza, Survey
No. 21, 37 & 38, Vikrampuri Colony Karkhana
Road Secunderabad, Picket, Hyderabad 500
009, Tirumalagiri, Telangana, India
4. Mavyatho Ventures Private Limited 3rd Floor of Plot No. A-1, Surabhi Plaza, Survey
No. 21, 37 & 38, Vikrampuri Colony Karkhana
Road Secunderabad, Picket, Hyderabad 500
009, Tirumalagiri, Telangana, India
5. Niyathi Madasu Advisory Inc. 1080 Mayfair Road, Oakville, Ontario L6M
1G7, Canada
6. PCS Premier Energy Private Limited 3rd floor, V.V. Towers Trimulgheery Main
Road, Karkhana, Secunderabad 500 009,
Telangana, India
7. Premier Lords Private Limited Sy. No. 180, Saluja Towers Tarbund,
Secunderabad, Hyderabad 500 009, Telangana,
India
8. Primepack Supports Private Limited S-115/P, S-116/P, E-City, Raviryal Village,
Maheshwaram Mandal, Tummalur,
K.V.Rangareddy, Rangareddy 501 359,
Telangana, India,
9. Renovar Energy Private Limited 3rd Floor of Plot No. A-1, Surabhi Plaza, Survey
No. 21, 37 & 38, Vikrampuri Colony Karkhana
Road, Secunderabad, Picket, Hyderabad 500
009, Tirumalagiri, Telangana, India
10. Saimeg Infrastructure Private Limited 3-4-753, Barkatpura, Hyderabad 500 027,
Telangana, India
11. Svarog Global Power Private Limited 3rd Floor of Plot No. A-1, Surabhi Plaza, Survey
No. 21, 37 & 38, Vikrampuri Colony Karkhana
Road Secunderabad, Picket, Hyderabad 500
009, Tirumalagiri, Telangana, India
12. Vensol (Bidar) Energy Private Limited* Plot No. 63-75, Kolhar Industrial Area, Bidar,
585 402, Karnataka, India
13. Vensol (Hubli) Energy Private Limited* Plot No. 63-75, Kolhar Industrial Area, Bidar,
585 402, Karnataka, India

408
 Sr. No. Group Companies Registered Office
14. Vensol (Nirna) Energy Private Limited* Plot No. 63-75, Kolhar Industrial Area, Bidar,
585 402, Karnataka, India
* Ceased to be subsidiaries of the Company by virtue of NCLT order dated April 16, 2021, approving scheme of demerger.

Details of our Group Companies

In accordance with the SEBI ICDR Regulations, information with respect to: (i) reserves (excluding revaluation
reserve); (ii) sales; (iii) profit/(loss) after tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net
asset value, of our top five Group Companies determined on the basis of their annual turnover, based on their
respective audited financial statements for the preceding three years shall be hosted on our website as indicated
below:

S. No. Top five Group Companies Website

1. Brightstone Developers Private Limited https://premierenergies.com/investor-relations/disclosure-
under-regulation-46
2. Svarog Global Power Private Limited https://premierenergies.com/investor-relations/disclosure-
under-regulation-46
3. Benten Developers Private Limited https://premierenergies.com/investor-relations/disclosure-
under-regulation-46
4. PCS Premier Energy Private Limited https://premierenergies.com/investor-relations/disclosure-
under-regulation-46
5. Vensol (Nirna) Energy Private Limited https://premierenergies.com/investor-relations/disclosure-
under-regulation-46

Our Company has provided links to such websites solely to comply with the requirements specified under the
SEBI ICDR Regulations. Such financial information of the Group Companies and other information provided on
the websites given above does not constitute a part of this Draft Red Herring Prospectus. The information provided
on the websites given above should not be relied upon or used as a basis for any investment decision.

Neither our Company nor any of the BRLMs or the Selling Shareholders nor any of the Company’s, BRLMs’ or
any of their respective directors, employees, affiliates, associates, advisors, agents or representatives accept any
liability whatsoever for any loss arising from any information presented or contained in the websites given above.

Nature and extent of interests of our Group Companies

In the promotion of our Company

As on the date of this Draft Red Herring Prospectus, our Group Companies do not have any interest in the
promotion or formation of our Company.

In the properties acquired by our Company in the past three years before filing this Draft Red Herring
Prospectus or proposed to be acquired by our Company

Our Group Companies are not interested in any property acquired by our Company in the three years preceding
the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company.

In transactions for acquisition of land, construction of building and supply of machinery, etc

Our Group Companies are not interested in any transaction for acquisition of land, construction of building or
supply of machinery, etc entered into by our Company.

Business interest of our Group Companies

Except as disclosed in “and under “Restated Consolidated Financial Information – Note 43 - Related party
disclosures” on page 335, our Group Companies do not have any business interest in our Company.

Related business transactions

409
Except as disclosed below and in “Restated Consolidated Financial Information – Note 43 - Related party
disclosures” on page 335, there are no other related business transactions with our Group Companies which are
significant to the financial performance of our Company, Subsidiaries and Associates.

We have entered into long-term agreements to provide services of operating and maintaining solar power
generation facilities owned by certain of our Group Companies, as follows:

1. We have entered into an O&M agreement dated March 19, 2016 with Vensol (Bidar) Energy Private
Limited which was extended for a period of five years with effect from March 19, 2021.

2. We have entered into an O&M agreement dated May 17, 2016 with Vensol (Hubli) Energy Private
Limited which was extended for a period of five years with effect from May 17, 2021.

3. We have entered into an O&M agreement dated March 19, 2016 with Vensol (Nirna) Energy Private
Limited which was extended for a period of five years with effect from March 19, 2021.

4. We have entered into an O&M agreement dated November 18, 2017 with Mavyatho Ventures Private
Limited for a period of 10 years from the commencement of operations of the project as stipulated under
the agreement.

5. We have entered into an O&M agreement dated April 1, 2019 with Saimeg Infrastructure Private Limited
in relation to the Jharkhand Power Plant for a period of 10 years from the date of the agreement.

6. We have entered into an O&M agreement dated July 1, 2020 with Svarog Global Power Private Limited
for a period of 5 years from the date of the agreement.

Common pursuits

Except our Subsidiaries, PEPPL, PEIPL and PEGEPL which are engaged in the same line of business as that of
our Company, there are no common pursuits between any joint venture/Associates/Group Companies and our
Company as on the date of this Draft Red Herring Prospectus. Our Company and our Subsidiaries will adopt the
necessary procedures and practices as permitted by law to address any conflict situation as and when they arise.

Other confirmations

Our Group Companies do not have any securities listed on any stock exchange.

Litigation

As on date of this Draft Red Herring Prospectus, our Group Companies are not party to any pending litigation
which have a material impact on our Company.

410
 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Offer

Corporate approvals

• Our Board has authorised the Offer pursuant to a resolution dated March 12, 2024.

• Our Shareholders have authorised the Fresh Issue, pursuant to a special resolution passed at their
extraordinary general meeting held on March 12, 2024.

• Our Board has taken on record the consent and authorisation of the Selling Shareholders to participate in
the Offer for Sale pursuant to its resolution dated April 18, 2024.

• This Draft Red Herring Prospectus was approved pursuant to resolutions passed by our Board and IPO
Committee on April 18, 2024 and April 19, 2024, respectively.

Approvals from the Selling Shareholders

Each of the Selling Shareholders has, severally and not jointly, confirmed and authorised the transfer of its
respective portion of the Offered Shares pursuant to the Offer for Sale, as set out below:

Name of the Selling Date of consent Date of board Maximum number of

Shareholder letter resolution/corporate Offered Shares
authorisation, if applicable
South Asia Growth Fund II April 12, 2024 April 12, 2024 23,846,400
Holdings LLC
South Asia EBT Trust April 16, 2024 April 16, 2024 153,600
Chiranjeev Singh Saluja April 13, 2024 - 4,200,000

In-principle listing approvals

Our Company has received in-principle approvals from BSE and NSE for the listing of our Equity Shares pursuant
to letters dated [●] and [●], respectively.

Prohibition by SEBI, RBI or governmental authorities

Our Company, Promoters, members of our Promoter Group, Directors, or persons in control of our Company and
each of the Selling Shareholders are not prohibited from accessing the capital market or debarred from buying,
selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator in
any other jurisdiction or any other authority or court.

Compliance with the Companies (Significant Beneficial Owners) Rules, 2018

Each of our Company, our Promoters, members of our Promoter Group and the Selling Shareholders, severally
and not jointly, confirms that it is in compliance with the Companies (Significant Beneficial Owners) Rules, 2018,
as amended, as on the date of this Draft Red Herring Prospectus.

Directors associated with the securities market

Except for our Director Raghunathan Kannan, who is a director of Trust AMC Trustee Private Limited, which is
the trustee of Trust Mutual Fund bearing SEBI Registration No. MF/075/19/01, none of our Directors are
associated with the securities market in any manner. Further, no outstanding action has been initiated by SEBI
against any of our Directors in the five years preceding the date of this Draft Red Herring Prospectus.

Eligibility for the Offer

Our Company is eligible to undertake the Offer in accordance with the eligibility criteria provided in Regulation
6(1) of the SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following

411
manner:

• our Company has net tangible assets of at least ₹30 million, calculated on a restated and consolidated basis,
in each of the preceding three full years (of 12 months each), of which not more than 50% are held in
monetary assets;

• our Company has an average operating profit of at least ₹150 million, calculated on a restated and
consolidated basis, during the preceding three years (of 12 months each), with operating profit in each of
these preceding three years;

• our Company has a net worth of at least ₹10 million in each of the three preceding full years (of 12 months
each), calculated on a restated and consolidated basis; and

• there has been no change of name of our Company at any time during the one year immediately preceding
the date of filing of this Draft Red Herring Prospectus.

Set forth below are our Company’s net tangible assets, monetary assets as a percentage of our net tangible assets,
operating profit and net worth, derived from our Restated Consolidated Financial Information included in this
Draft Red Herring Prospectus.

(in ₹ million, except as stated)

Financial year ended as on
March 31, 2023 March 31, 2022 March 31, 2021
Restated net tangible assets 4,303.38 4,099.64 2,559.41
Restated monetary assets 1,163.28 1,283.16 144.54
% of monetary assets to net tangible assets 27.03% 31.30% 5.65%
Restated operating profit 249.70 19.75 420.48
Average restated operating profit 229.98
Net worth 3,819.76 3,933.87 2,208.31
Notes:
1) Net tangible assets means the sum of all the assets of our group excluding intangible assets including goodwill, right of use assets and
deferred tax asset (net) reduced by sum of all the liabilities excluding lease liabilities and deferred tax liabilities (net) of the group.
2) Restated monetary assets means cash and cash equivalents, current investment in mutual funds and bank balance other than cash and
cash equivalents (except deposit held as margin money under securitisation and borrowing agreements).
3) Restated operating profit is computed as Profit /(Loss) before tax and share of profit / loss from associate as per restated consolidated
statement of profit and loss and excludes finance cost and other income.
4) Net worth means: aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account
and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred
expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write-back
of depreciation, each as applicable for the Company on a restated basis.

For further details, see “Financial Information” on page 280.

Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable, and will ensure compliance with the conditions specified in Regulation 7(2)
of the SEBI ICDR Regulations, to the extent applicable. Each of the Selling Shareholders, severally and not
jointly, confirms that its respective portion of the Offered Shares is in compliance with Regulation 8 of the SEBI
ICDR Regulations, and it has held its respective portion of the Offered Shares for a period of at least one year
prior to the date of filing of the Draft Red Herring Prospectus.

Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of Allottees under the Offer shall be not less than 1,000, failing which, the entire application money will
be refunded forthwith, in accordance with the SEBI ICDR Regulations and applicable law.

Further, our Company confirms that it is eligible to make the Offer in terms of Regulation 5 and 7(1) of the SEBI
ICDR Regulations, to the extent applicable. Our Company is in compliance with the following conditions
specified in Regulation 5 of the SEBI ICDR Regulations:

(a) neither our Company, nor the Selling Shareholders, our Promoters, the members of our Promoter Group,
or our Directors are debarred from accessing the capital markets by SEBI;

(b) none of our Promoters or our Directors are promoters or directors of companies which are debarred from
accessing capital markets by SEBI;

412
 (c) none of our Company, nor our Promoters or Directors is a Wilful Defaulter or a Fraudulent Borrower;

(d) none of our Promoters and our Directors are Fugitive Economic Offenders;

(e) as on the date of this Draft Red Herring Prospectus, except for employee stock options granted pursuant
to the PEL ESOP Scheme and conversion of outstanding CCDs into Equity Shares, there are no
outstanding warrants, options or rights to convert debentures, loans or other instruments convertible into,
or which would entitle any person any option to receive Equity Shares;

(f) Our Company along with Registrar to the Offer has entered into tripartite agreements each dated April
3, 2024 with NSDL and CDSL, respectively, for dematerialization of the Equity Shares;

(g) The Equity Shares of our Company held by the Promoters are in the dematerialised form; and,

(h) All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of
filing of this Draft Red Herring Prospectus.

DISCLAIMER CLAUSE OF SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”)

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING

PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, BEING KOTAK MAHINDRA CAPITAL
COMPANY LIMITED, J.P. MORGAN INDIA PRIVATE LIMITED AND ICICI SECURITIES
LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THIS DRAFT RED HERRING
PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018, AS AMENDED. THIS REQUIREMENT IS TO
FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT
IN THE PROPOSED OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS, THE BOOK RUNNING LEAD
MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE
COMPANY DISCHARGES ITS RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND
TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGERS, BEING KOTAK
MAHINDRA CAPITAL COMPANY LIMITED, J.P. MORGAN INDIA PRIVATE LIMITED AND ICICI
SECURITIES LIMITED HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED
APRIL 19, 2024 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V (FORM A) OF THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.

THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, AS AMENDED
OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND/OR OTHER
CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER. SEBI FURTHER
RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING
LEAD MANAGERS, ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED HERRING
PROSPECTUS.

Disclaimer from our Company, our Directors, Promoters, the Selling Shareholders and the Book Running
Lead Managers

Our Company, our Directors, Promoters, Selling Shareholders and the BRLMs accept no responsibility for
statements made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material

413
issued by or at our Company’s instance and anyone placing reliance on any other source of information, including
our Company’s website at www.premierenergies.com or any of the websites of the Subsidiaries or any affiliate of
our Company or of any of the Selling Shareholders, would be doing so at his or her own risk.

Each of the Selling Shareholders, its respective directors, affiliates, partners, associates and officers, accept no
responsibility for any statements made or undertakings provided other than those specifically confirmed or
undertaken by such Selling Shareholder, and only in relation to itself and/or to the respective Equity Shares offered
by such Selling Shareholder through the Offer for Sale.

The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement and the
Underwriting Agreement.

All information shall be made available by our Company, each of the Selling Shareholders (only with respect to
itself and its respective portion of the Offered Shares) and the BRLMs to the public and investors at large and no
selective or additional information would be available for a section of the investors in any manner whatsoever,
including at road show presentations, in research or sales reports, at Bidding Centres or elsewhere.

Investors who Bid in the Offer will be required to confirm and would be deemed to have represented to our
Company, the Selling Shareholders, Underwriters and their respective directors, partners, designated partners,
trustees, officers, agents, affiliates, and representatives that they are eligible under all applicable laws, rules,
regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge, or transfer the
Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines and
approvals to acquire the Equity Shares. Our Company, the Selling Shareholders, the Underwriters and their
respective directors, partners, designated partners, trustees, officers, agents, affiliates, and representatives accept
no responsibility or liability for advising any investor on whether such investor is eligible to acquire the Equity
Shares.

The BRLMs and their respective associates and affiliates may engage in transactions with, and perform services
for, our Company, its Subsidiaries, Group Companies, Selling Shareholders and their respective directors and
officers, group companies, affiliates or associates or third parties in the ordinary course of business and have
engaged, or may in the future engage, in commercial banking and investment banking transactions with our
Company, its Subsidiaries, Group Companies, Selling Shareholders and their respective affiliates or associates or
third parties, for which they have received, and may in the future receive, compensation.

Disclaimer in respect of jurisdiction

The Offer is being made in India to persons resident in India (including Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872, as amended, Hindu Undivided Families (“HUFs”),
companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest
in equity shares, domestic Mutual Funds registered with SEBI, Indian financial institutions, commercial banks,
regional rural banks, co-operative banks (subject to permission from RBI), systemically important Non-Banking
Financial Companies (“NBFCs”) or trusts under applicable trust law and who are authorised under their respective
constitutions to hold and invest in equity shares, public financial institutions as specified in Section 2(72) of the
Companies Act, 2013, multilateral and bilateral development financial institutions, state industrial development
corporations, insurance companies registered with Insurance Regulatory and Development Authority of India
(“IRDAI”), permitted provident funds (subject to applicable law) and permitted pension funds (subject to
applicable law), National Investment Fund, insurance funds set up and managed by army, navy or air force of
Union of India, insurance funds set up and managed by the Department of Posts, Government of India (“GoI”)
and permitted Non-Residents including Foreign Portfolio Investors (“FPIs”) and Eligible NRIs, Alternate
Investment Funds (“AIFs”), and other eligible foreign investors, if any, provided that they are eligible under all
applicable laws and regulations to purchase the Equity Shares. This Draft Red Herring Prospectus does not
constitute an invitation to subscribe to or purchase the Equity Shares in the Offer in any jurisdiction to any person
to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this
Draft Red Herring Prospectus comes is required to inform himself or herself about, and to observe, any such
restrictions.

Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Mumbai,
Maharashtra, India only.

Eligibility and transfer restrictions

414
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any other applicable law of the United States and, unless so registered, may not be offered or sold
within the United States, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly,
the Equity Shares are being offered and sold (i) within the United States only to persons reasonably believed
to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act and referred
to in this Draft Red Herring Prospectus as “U.S. QIBs”; for the avoidance of doubt, the term U.S. QIBs
does not refer to a category of institutional investor defined under applicable Indian regulations and
referred to in this Draft Red Herring Prospectus as “QIBs”) in one or more private transactions exempt
from the registration requirements under the U.S. Securities Act, and (ii) outside the United States to
investors in offshore transactions in compliance with Regulation S under the U.S. Securities Act and the
applicable laws of the jurisdiction where those offers and sales occur.

Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number
of Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree
in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest
therein, including any off-shore derivative instruments, such as participatory notes, issued against the Equity
Shares or any similar security, other than in accordance with applicable laws.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made, by persons in any
such jurisdiction except in compliance with the applicable laws of such jurisdiction.

Until the expiry of 40 days after the commencement of the Offer, an offer or sale of Equity Shares within
the United States by a dealer (whether or not it is participating in the Offer) may violate the registration
requirements of the U.S. Securities Act, if such an offer or sale is made otherwise than in compliance with
the available exemptions from the registration requirements of the U.S. Securities Act and in accordance
with applicable securities laws of any state or other jurisdiction of the United States.

The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of
this Draft Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the
contrary is a criminal offence in the United States. In making an investment decision, investors must rely on their
own examination of our Company and the terms of the Offer, including the merits and risks involved.

Disclaimer clause of the BSE Limited

As required, a copy of this Draft Red Herring Prospectus has been submitted to the BSE. The disclaimer clause
as intimated by the BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in
the Red Herring Prospectus and the Prospectus prior to filing with the RoC.

Disclaimer clause of the National Stock Exchange of India Limited

As required, a copy of this Draft Red Herring Prospectus shall be submitted to the NSE. The disclaimer clause as
intimated by the NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in
the Red Herring Prospectus and the Prospectus prior to filing with the RoC.

Listing

The Equity Shares proposed to be Allotted pursuant to the Red Herring Prospectus and the Prospectus are proposed
to be listed on the BSE and the NSE. Applications will be made to the Stock Exchanges for obtaining permission
for the listing and trading of the Equity Shares being issued and sold in the Offer and [●] will be the Designated
Stock Exchange, with which the Basis of Allotment will be finalised.

If the permission to deal in and for an official quotation of the Equity Shares are not granted by the Stock
Exchanges, our Company shall forthwith repay, without interest, all monies received from the applicants in
pursuance of the Red Herring Prospectus in accordance with applicable law. If such money is not repaid within
the prescribed time, then our Company and every officer in default shall be liable to repay the money, with interest,
as prescribed under applicable law. Any expense incurred by our Company on behalf of any of the Selling

415
Shareholders with regard to interest on such refunds as required under the Companies Act, 2013 and any other
applicable law will be reimbursed by such Selling Shareholder as agreed among our Company and the Selling
Shareholders in writing, in proportion to its respective portion of the Offered Shares. Provided that no Selling
Shareholder shall be responsible or liable for payment of any expenses or interest, unless such delay is solely and
directly attributable to an act or omission of such Selling Shareholder and such liability shall be limited to the
extent of its respective Offered Shares.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading of Equity Shares at the Stock Exchanges are taken within three Working Days of the
Bid/Offer Closing Date or such other period as may be prescribed by the SEBI. Each of the Selling Shareholders,
severally and not jointly, shall extend commercially reasonable co-operation to our Company, as may be required
solely in relation to its respective Offered Shares, in accordance with applicable law, to facilitate the process of
listing the Equity Shares on the Stock Exchanges.

If our Company does not allot Equity Shares pursuant to the Offer within three Working Days from the Bid/Offer
Closing Date or within such timeline as prescribed by the SEBI, it shall repay without interest all monies received
from Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the
delayed period or such other rate as may be prescribed by the SEBI.

Each of the Selling Shareholders undertake to provide such reasonable assistance as may be requested by our
Company, to the extent such assistance is required from such Selling Shareholders in relation to the Offered Shares
to facilitate the process of listing and commencement of trading of the Equity Shares on the Stock Exchanges
within such time prescribed by SEBI.

Consents

Consents in writing of: (a) each of the Selling Shareholders, our Directors, our Promoters, Promoter Group, our
Group Companies, our Company Secretary and Compliance Officer, our Statutory Auditor, previous auditor, the
legal counsel to the Company, the bankers to our Company, lenders to our Company (wherever applicable),
industry report provider, independent chartered accountant, independent chartered engineer, project cost vetting
report provider, the BRLMs and Registrar to the Offer have been obtained; and (b) the Syndicate Members,
Escrow Collection Bank, Public Offer Account Bank, Sponsor Bank, Refund Bank and Monitoring Agency to act
in their respective capacities, will be obtained. Further, such consents obtained under (a) have not been withdrawn
up to the date of this Draft Red Herring Prospectus.

Experts to the Offer

Our Company has received written consent dated April 19, 2024 from Deloitte Haskins & Sells, Chartered
Accountants, to include their name as required under Section 26(5) of the Companies Act, 2013 read with the
SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under Section 2(38)
of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditor, and in respect of their (i)
examination report dated March 14, 2024 relating to the Restated Consolidated Financial Information and (ii) the
statement of special tax benefits dated April 19, 2024 included in this Draft Red Herring Prospectus and such
consents have not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert”
shall not be construed to mean an “expert” as defined under the U.S. Securities Act.

Our Company has received written consent dated April 19, 2024 from Sharad & Associates to include their name
as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft
Red Herring Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the
extent and in their capacity as (i) the previous statutory auditor of our Company, and (ii) the statutory auditor of
PEGEPL and in respect of the certificate on source of funds and deployment of funds on the Project provided by
them, and such consents have not been withdrawn as on the date of this Draft Red Herring Prospectus.

Our Company has received written consent dated April 19, 2024 from Manian and Rao, Chartered Accountants,
holding a valid peer review certificate from ICAI, to include their name as required under Section 26(5) of the
Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an
“expert” as defined under Section 2(38) of the Companies Act, 2013 in respect of the various certifications issued
by them in their capacity as an independent chartered accountant to our Company and such consent has not been
withdrawn as on the date of this Draft Red Herring Prospectus.

416
Our Company has received written consent dated April 19, 2024, from the independent chartered engineer, namely
RBSA Advisors LLP, to include their name in this Draft Red Herring Prospectus and as an “expert” as defined
under Section 2(38) of the Companies Act, 2013, to the extent and in their capacity as a chartered engineer, in
relation to their certificate dated April 19, 2024.

Our Company has received written consent dated April 18, 2024, from PS Rao & Associates, Company
Secretaries, to include their name in this Draft Red Herring Prospectus and as an “expert” as defined under Section
2(38) of the Companies Act, 2013, to the extent that and in their capacity as practising company secretary, in
relation to their certificate dated April 18, 2024. However, the term “expert” shall not be construed to mean an
“expert” as defined under the U.S. Securities Act.

Our Company has received written consent dated April 18, 2024, from RCT Solutions GmbH to include their
name in this Draft Red Herring Prospectus and as an “expert” as defined under Section 2(38) of the Companies
Act, 2013, in relation to the RCT Report dated April 18, 2024.

Particulars regarding public or rights issues during the last five years

Except as disclosed under “Capital Structure - Notes to Capital Structure - Equity share capital history of our
Company” on page 95, our Company has not undertaken any public issue or any rights issue to the public, during
the five years preceding the date of this Draft Red Herring Prospectus.

Commission or brokerage on previous issues in the last five years

Since this is the initial public offering of the Equity Shares, no sum has been paid or has been payable as
commission or brokerage for subscribing to or procuring or agreeing to procure public subscription for any of our
Equity Shares during the five years preceding the date of this Draft Red Herring Prospectus.

Capital issues in the preceding three years by our Company, our listed group companies, Subsidiaries and
Associates of our Company

Except as disclosed in “Capital Structure – Notes to Capital Structure” on page 95, our Company has not made
any capital issue during the three years preceding the date of this Draft Red Herring Prospectus. As on the date of
this Draft Red Herring Prospectus, none of our Subsidiaries or Group Companies are listed. As on the date of this
Draft Red Herring Prospectus, our Associates have not made any capital issue during the three years preceding
the date of this Draft Red Herring Prospectus.

Performance vis-à-vis objects – public/rights issue of our Company

Except as disclosed under “Capital Structure - Notes to Capital Structure - Equity share capital history of our
Company” on page 95, there have been no public issues or any rights issues to the public during the five years
preceding the date of this Draft Red Herring Prospectus.

Performance vis-à-vis objects - public/rights issue of any listed subsidiary/Promoters of our Company

As on the date of this Draft Red Herring Prospectus, none of our Subsidiaries are listed on any stock exchange.

417
 Price information of past issues handled by the Book Running Lead Managers

Kotak Mahindra Capital Company Limited

1. Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Kotak Mahindra Capital
Company Limited.

+/- % change in closing +/- % change in closing +/- % change in closing

Sr. Issue Size Issue price Opening Price price, [+/- % change in price, [+/- % change in price, [+/- % change in
Issue Name Listing Date
No. (₹ Mn.) (₹) on Listing Date closing benchmark]- 30th closing benchmark]- 90th closing benchmark]- 180th
calendar days from listing calendar days from listing calendar days from listing
India Shelter Finance December 20,
1. 12,000.00 493 620.00 +17.64%, [1.48%] +10.50%, [+4.28%] Not Applicable
Corporation Limited 2023
November 7,
2. Honasa Consumer Limited 17,014.40 3241 330.00 +17.58%, [+7.89%] +34.77%, [+12.61%] Not Applicable
2023
November 6,
3. Cello World Limited 19,000 6482 829.00 +21.92%, [+7.44%] +32.99%, [+12.58%] Not Applicable
2023
November 1,
4. Blue Jet Healthcare Limited 8,402.67 346 380.00 +4.08%, [+6.02%] +10.10%, [+14.47%] Not Applicable
2023
5. JSW Infrastructure Limited 2,800.00 119 October 3, 2023 143.00 +41.34%, [-2.93%] +75.04%, [+10.27%] +106.30%, [+12.42%]
Signatureglobal (India) September 27,
6. 7,300.00 385 444.00 +35.79%, [-4.36%] +112.43%, [+8.28%] +244.65%, [+12.07%]
Limited 2023
September 22,
7. SAMHI Hotels Limited 13,701.00 126 130.55 +15.16%, [-0.93%] + 27.94%, [+ 6.81%] +62.98%, [+9.09%]
2023
3
8. Concord Biotech Limited 15,505.21 741 August 18, 2023 900.05 +36.82%, [+4.57%] + 83.91%, [+ 1.89%] +88.78%, [+12.60%]
9. SBFC Finance Limited 10,250.00 574 August 16, 2023 82.00 +51.75%, [+3.28%] +61.14%, [-0.11%] +54.12%, [+11.91%]
Utkarsh Small Finance Bank
10. 5,000.00 25 July 21, 2023 40.00 +92.80%, [-2.20%] +119.00%, [-0.37%] +144.40%, [+11.58%]
Limited
Source: www.nseindia.com; www.bseindia.com

Notes:
1. In Honasa Consumer Limited, the issue price to eligible employees was ₹ 294 after a discount of ₹ 30 per equity share
2. In Cello World Limited, the issue price to eligible employees was ₹ 587 after a discount of ₹ 61 per equity share
3. In Concord Biotech Limited, the issue price to eligible employees was ₹ 671 after a discount of ₹ 70 per equity share
4. In SBFC Finance Limited, the issue price to eligible employees was ₹ 55 after a discount of ₹ 2 per equity share
5. In the event any day falls on a holiday, the price/index of the immediately preceding trading day has been considered.
6. The 30th, 90th, 180th calendar days from listed day have been taken as listing day plus 29, 89 and 179 calendar days.
7. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information.
8. Restricted to last 10 equity initial public issues.

2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by
Kotak Mahindra Capital Company Limited.

418
 Financial Total no. Total funds raised Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at premium
Year of (Millions) discount on as on 30th premium on as on 30th discount as on 180th as on 180th calendar days from
IPOs calendar days from listing calendar days from listing calendar days from listing listing date
date date date
Over 50% Between Less Over Between Less Over Between Less Over Between Less than
25% - 50% than 50% 25%-50% than 50% 25%-50% than 50% 25%-50% 25%
25% 25% 25%
2024-25 - - - - - - - - - - - - - -
2023-24 11 179,436.83 - - - 2 4 5 - - - 7 - -
2022-23 10 367,209.37 - 1 2 - 3 4 - 2 1 2 3 2
Notes:
1. The information is as on the date of this Draft Red Herring Prospectus.
2. The information for each of the financial years is based on issues listed during such financial year.

J.P Morgan Limited

1. Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by J.P Morgan Limited.

+/- % change in closing price, +/- % change in closing price, +/- % change in closing price,
Sr. Issue Size Opening Price on [+/- % change in closing [+/- % change in closing [+/- % change in closing
Issue Name Issue price (₹) Listing Date
No. (₹ Mn.) Listing Date benchmark]- 30th calendar benchmark]- 90th calendar benchmark]- 180th calendar
days from listing days from listing days from listing
November 07, NA
1. Honasa Consumer Ltd.(b) 17,014.40 324 317.00 +17.6%, [+7.9%] +34.8%, [+12.6%]
2023
November 01, NA
2. Blue Jet Healthcare Ltd.(b) 8,402.67 346 380.00 +4.1%. [+6.0%] +10.1%, [+14.5%]
2023
TVS Supply Chain August 23,
3. 8,800.00 197 207.05 +8.7%, [+1.5%] +6.6%, [+1.3%] (7.5%), [+13.4%]
Solutions Ltd.(b) 2023
4. Mankind Pharma Ltd(b) 43,263.55 1,080 May 09, 2023 1,300.00 +37.6%, [+2.5%] +74.1%, [+6.8%] +64.4%, [+5.3%]
(b) December 29,
5. KFin Technologies Ltd 15,000.00 366 367.00 (13.6%), [-3.2%] (24.6%), [-6.8%] (4.5%), [+2.5%]
2022
Life Insurance Corporation
6. 205,572.31 9491 May 17, 2022 867.20 (27.2%), [-3.3%] (28.1%), [+9.5%] (33.8%), [+13.8%]
of India(a)
Rainbow Children's
7. 15,808.49 5422 May 10, 2022 510.00 (13.8%), [+0.7%] (12.8%) , [+7.1%] +49.2%, [+11.6%]
Medicare(b)
Adani Wilmar February 08,
8. 36,000.00 2303 227.00 +48.0%, [-5.3%] +181.0%, [-5.0%] +193.3%; [+0.8%]
Limited (b) 2022
One 97 Communications November 18,
9. 183,000.00 2,150 1,955.00 (38.5%), [-4.4%] (60.4%), [-2.5%] (72.5%), [-11.2%]
Limited (a) 2021
Nuvoco Vistas Corporation August 23,
10. 50,000.00 570 471.00 (5.8%), [+6.2%] (9.7%), [+7.3%] (32.8%), [+4.1%]
Limited (a) 2021
Sona BLW Precision
11. 55,500.00 291 June 24, 2021 302.40 +45.2%, [+0.5] +93.4%, [+12.0%] +140.3%, [+5.9%]
Forgings Limited (a)
Macrotech Developers
12. 25,000.00 486 April 19, 2021 439.00 +30.2%, [+4.7%] +75.6%, [+10.8%] +146.9%, [+27.9%]
Limited (a)

419
 Source: SEBI, Source: www.nseindia.com
1. Price on the designated stock exchange is considered for all of the above calculation for individual stocks.
(a) BSE as the designated stock exchange;
(b) NSE as the designated stock exchange.
2. In case 30th/90th/180th day is not a trading day, closing price on the stock exchange of the previous trading day has been considered.
3. Closing price of 30th, 90th, 180th calendar day from listing day has been taken as listing day plus 29, 89 and 179 calendar days respectively.
4. Pricing performance is calculated based on the Issue price.
5. Variation in the offer price for certain category of investors are:
1 Discount of ₹45.0 per equity share offered to individual retail bidders and eligible employee(s); with discount of INR 60.0 per equity share offered to policyholder bidders respectively.

All calculation are based on Issue price of ₹949 per equity share.
2 Discount of ₹20.0 per equity share offered to eligible employee bidders. All calculation are based on Issue price of ₹542 per equity share.
3 Discount of ₹21.0 per equity share offered to eligible employee bidders. All calculation are based on Issue price of ₹230 per equity share.

6. Pricing Performance for the benchmark index is calculated as per the close on the day of the listing date.
7. Benchmark index considered is NIFTY 50/S&P BSE Sensex basis designated stock exchange for each issue.
8. Issue size as per the basis of allotment.

2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by J.P
Morgan Limited.

Financial Total no. of Total funds raised Nos. of IPOs trading at discount Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at premium as
Year IPOs (Millions) on as on 30th calendar days from premium on as on 30th discount as on 180th calendar on 180th calendar days from listing
listing date calendar days from listing date days from listing date date
Over 50% Between Less Over Between Less Over Between Less Over Between Less than
25% - 50% than 50% 25%-50% than 50% 25%-50% than 50% 25%-50% 25%
25% 25% 25%
2023-2024 4 77,481 NA NA NA NA 1 3 NA NA NA 1 NA NA
2022-2023 3 2,36,381 NA 1 2 NA NA NA NA 1 1 NA 1 NA
2021-2022 5 3,49,500 NA 1 1 NA 3 NA 1 1 NA 3 NA NA
Note: In the event that any day falls on a holiday, the price/ index of the previous trading day has been considered. The information for each of the financial years is based on issues listed during
such financial year.

ICICI Securities Limited

1. Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by ICICI Securities
Limited.

420
 Opening +/- % change in closing +/- % change in closing +/- % change in closing price,
Sr. Issue size price on price, [+/- % change in price, [+/- % change in [+/- % change in closing
Issue name Issue price (₹) Listing date
No. (₹ million) listing date closing benchmark]- 30th closing benchmark]- 90th benchmark]- 180th calendar
(in ₹) calendar days from listing calendar days from listing days from listing
1. Innova Captab Limited^^ 5,700.00 448.00 29-Dec-23 452.10 +15.16% [-1.74%] +1.44% [+1.80%] NA*
Jyoti CNC Automation 10,000.00 331.00(1) 16-Jan-24 370.00 +78.07% [-0.87%] +135.94% [+2.21%] NA*
2.
Limited^^
3. EPACK Durable Limited^ 6,400.53 230.00 30-Jan-24 225.00 -19.96% [-1.64%] NA* NA*
Apeejay Surrendra Park 9,200.00 155.00(2) 12-Feb-24 186.00 +17.39% [+3.33%] NA* NA*
4.
Hotels Ltd^^
5. Rashi Peripherals Limited^ 6,000.00 311.00 14-Feb-24 335.00 -0.77% [+1.77%] NA* NA*
Jana Small Finance Bank 5,699.98 414.00 14-Feb-24 396.00 -5.23% [+1.77%] NA* NA*
6.
Limited^
Entero Healthcare 16,000.00 1,258.00(3) 16-Feb-24 1,149.50 -19.65% [+0.30%] NA* NA*
7.
Solutions Limited^
8. Juniper Hotels Limited^^ 18,000.00 360.00 28-Feb-24 365.00 +43.76% [+1.71%] NA* NA*
Popular Vehicles and 6,015.54 295.00 19-Mar-24 289.20 -15.59% [+1.51%] NA* NA*
9.
Services Limited^^
10. Bharti Hexacom Limited^ 42,750.00 570.00 12-Apr-24 755.20 NA* NA* NA*
*Data not available
^BSE as designated stock exchange
^^NSE as designated stock exchange
(1) Discount of Rs. 15 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 331.00 per equity share.
(2) Discount of Rs. 7 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 155.00 per equity share.
(3) Discount of Rs. 119 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 1,258.00 per equity share.

2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by
ICICI Securities Limited

No. of IPOs trading at discount - 30th No. of IPOs trading at premium - 30th No. of IPOs trading at discount - 180th No. of IPOs trading at premium - 180th
Total Total amount of
Financial calendar days from listing calendar days from listing calendar days from listing calendar days from listing
no. of funds raised
Year Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than
IPOs (₹ million) Over 50%
50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
2024-25* 1 42,750.00 - - - - - - - - - - - -
2023-24 28 2,70,174.98 - - 8 5 8 7 - - - 6 - -
2022-23 9 2,95,341.82 - 1 3 - 3 2 - 1 1 - 5 2
Notes:
(1) Data is sourced either from www.nseindia.com or www.bseindia.com, as per the designated stock exchange disclosed by the respective Issuer Company.
(2) Similarly, benchmark index considered is “NIFTY 50” where NSE is the designated stock exchange and “S&P BSE SENSEX” where BSE is the designated stock exchange, as disclosed by the respective
Issuer Company.
(3) 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th, 90th, 180th calendar day is a holiday, in which case we have considered
the closing data of the previous trading day.

421
Track record of past issues handled by the BRLMs

For details regarding the track record of the Book Running Lead Managers, as specified in circular reference
CIR/MIRSD/1/2012 dated January 10, 2012 issued by SEBI, please see the websites of the Book Running Lead
Managers, as set forth in the table below:

Sr. No. Name of the BRLM Website

1. Kotak Mahindra Capital Company Limited https://investmentbank.kotak.com/
2. J.P. Morgan India Private Limited www.jpmipl.com
3. ICICI Securities Limited www.icicisecurities.com

Stock market data of the Equity Shares

This being the initial public offering of the Equity Shares of our Company, the Equity Shares are not listed on any
stock exchange as on the date of this Draft Red Herring Prospectus, and accordingly, no stock market data is
available for the Equity Shares.

Mechanism for Redressal of Investor Grievances

The Registrar Agreement provides for retention of records with the Registrar to the Offer for a period of at least
eight years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges or
any such period as prescribed under the applicable laws, to enable the investors to approach the Registrar to the
Offer for redressal of their grievances. The Registrar to the Offer shall obtain the required information from the
Self Certified Syndicate Banks (“SCSBs”) for addressing any clarifications or grievances of application supported
by blocked amount (“ASBA”) Bidders.

Bidders can contact the Company Secretary and Compliance Officer and/or the Registrar to the Offer in
case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit
of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt
of funds by electronic mode, etc. For all Offer related queries and for redressal of complaints, Bidders may
also write to the BRLMs, in the manner provided below.

All Offer related grievances, other than of Anchor Investors, may be addressed to the Registrar to the Offer with
a copy to the relevant Designated Intermediary, with whom the Bid cum Application Form was submitted giving
full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client
ID, Unified Payments Interface Identity (“UPI ID”), Permanent Account Number (“PAN”), address of Bidder,
number of the Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid
Amount was blocked or the UPI ID (for UPI Bidders who make the payment of Bid Amount through the UPI
Mechanism), date of Bid cum Application Form and the name and address of the relevant Designated Intermediary
where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment Slip or the application
number from the Designated Intermediary in addition to the documents or information mentioned hereinabove.
For Offer-related grievances, investors may contact the BRLMs, details of which are given in “General
Information – Book Running Lead Managers” on page 88.

All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the sole or first bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor.

In case of any delay in unblocking of amounts in the ASBA Accounts exceeding two Working Days from the
Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day for the entire duration
of delay exceeding two Working Days from the Bid / Offer Closing Date by the intermediary responsible for
causing such delay in unblocking. The BRLMs, in their sole discretion, identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking.

Pursuant to the SEBI master circular for Issue of Capital and Disclosure Requirements bearing reference number
SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 (“SEBI ICDR Master Circular”) and the circular
bearing number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 2021 Circular”),
SEBI has identified the need to put in place measures, in order to manage and handle investor issues arising out

422
of the UPI Mechanism inter alia in relation to delay in receipt of mandates by Bidders for blocking of funds due
to systemic issues faced by Designated Intermediaries/SCSBs and failure to unblock funds in cases of partial
allotment/non allotment within prescribed timelines and procedures.

In terms of SEBI ICDR Master Circular issued by the SEBI, any ASBA Bidder whose Bid has not been considered
for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the
concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve
these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15%
per annum for any delay beyond this period of 15 days. Further, in terms of SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, the payment of processing fees to the SCSBs shall be
undertaken pursuant to an application made by the SCSBs to the BRLMs, and such application shall be made only
after (i) unblocking of application amounts for each application received by the SCSB has been fully completed,
and (ii) applicable compensation relating to investor complaints has been paid by the SCSB.

Separately, pursuant to the circular March 2021 Circular, the following compensation mechanism shall be
applicable for investor grievances in relation to Bids made through the UPI Mechanism, for which the relevant
SCSBs shall be liable to compensate the investor:

Scenario Compensation amount Compensation period

Delayed unblock for ₹100 per day or 15% per annum of the From the date on which the request for
cancelled/withdrawn/deleted Bid Amount, whichever is higher cancellation/withdrawal/deletion is
applications placed on the bidding platform of the
Stock Exchanges till the date of actual
unblock
Blocking of multiple amounts for the 1. Instantly revoke the blocked funds From the date on which multiple
same Bid made through the UPI other than the original Bid Amount; amounts were blocked till the date of
Mechanism and actual unblock
2. ₹100 per day or 15% per annum of
the total cumulative blocked amount
except the original Bid Amount,
whichever is higher
Blocking more amount than the Bid 1. Instantly revoke the difference From the date on which the funds to the
Amount amount, i.e., the blocked amount less excess of the Bid Amount were
the Bid Amount; and blocked till the date of actual unblock
2. ₹100 per day or 15% per annum of
the difference amount, whichever is
higher
Delayed unblock for non– ₹100 per day or 15% per annum of the From the Working Day subsequent to
Allotted/partially Allotted applications Bid Amount, whichever is higher the finalisation of the Basis of
Allotment till the date of actual
unblock

Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the
complaint from the investor, for each day delayed, the BRLMs shall be liable to compensate the investor ₹100 per
day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period
ranging from the day on which the investor grievance is received till the date of actual unblock.

All grievances relating to Bids submitted with Registered Brokers, may be addressed to the Stock Exchanges,
with a copy to the Registrar to the Offer.

Disposal of investor grievances by our Company

Our Company estimates that the average time required by our Company or the Registrar to the Offer or the SCSBs
in case of ASBA bidders for the redressal of routine investor grievances shall be 10 Working Days from the date
of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are
involved, our Company will seek to redress these complaints as expeditiously as possible.

Our Company shall obtain authentication on the SCORES platform and shall comply with the SEBI circulars in
relation to redressal of investor grievances through SCORES.

Our Company has appointed Ravella Sreenivasa Rao, as the Company Secretary and Compliance Officer of our
Company. See “General Information – Company Secretary and Compliance Officer” on page 87.

423
Each of the Selling Shareholders, severally and not jointly, have authorised Ravella Sreenivasa Rao, the Company
Secretary and Compliance Officer of our Company and the Registrar to the offer to redress any complaints
received from Bidders solely to the extent of the statements specifically made, confirmed or undertaken by Selling
Shareholders in the Offer Documents in respect of themselves and their respective Offered Shares.

Our Company has also constituted a Stakeholders’ Relationship Committee to resolve the grievances of the
security holders of our Company. See “Our Management – Stakeholders’ Relationship Committee” on page 269.

Our Company has not received any investor grievances during the three years preceding the date of this Draft Red
Herring Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of this
Draft Red Herring Prospectus.

Exemption from complying with any provisions of securities laws, if any, granted by Securities and
Exchange Board of India

Our Company has not sought any exemption from complying with any provisions of securities laws as on the date
of this Draft Red Herring Prospectus.

Other confirmations

Any person connected with the Offer shall not offer any incentive, whether direct or indirect, in any manner,
whether in cash or kind or services or otherwise to any person for making an application in the initial public offer,
except for fees or commission for services rendered in relation to the Offer.

424
 SECTION VII – OFFER RELATED INFORMATION

TERMS OF THE OFFER

The Equity Shares being offered and Allotted pursuant to this Offer are and shall be subject to the provisions of
the Companies Act, 2013, the SEBI ICDR Regulations, the Securities Contracts (Regulation) Act, 1956
(“SCRA”), the Securities Contracts (Regulation) Rules, 1957 (“SCRR”), the Memorandum of Association, the
Articles of Association, the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the terms of this Draft Red Herring Prospectus,
the Red Herring Prospectus and the Prospectus, the Bid cum Application Form, the Revision Form, the Abridged
Prospectus and other terms and conditions as may be incorporated in the Confirmation of Allotment Note
(“CAN”), Allotment Advice and other documents and certificates that may be executed in respect of the Offer.
The Equity Shares shall also be subject to all applicable laws, guidelines, rules, notifications and regulations
relating to the issue of capital and listing and trading of securities, issued from time to time, by SEBI, Government
of India (“GoI”), the Stock Exchange, the Registrar of Companies, Telangana at Hyderabad, the Reserve Bank of
India, and/or other authorities, as in force on the date of the Offer and to the extent applicable or such other
conditions as maybe prescribed by SEBI, GoI, the Stock Exchange, the RoC, the RBI, and/or other authorities
while granting its approval for the Offer.

Ranking of Equity Shares

The Equity Shares being offered/Allotted and transferred pursuant to the Offer will be subject to the provisions of
the Companies Act 2013, the Memorandum of Association and the Articles of Association and will rank pari
passu in all respects with the existing Equity Shares of our Company, including in respect of rights to receive
dividends and other corporate benefits, if any, declared by our Company after the date of Allotment as per the
applicable law. See “Main Provisions of the Articles of Association” beginning on page 460.

Mode of payment of dividend

Our Company will pay dividends, if declared, to the Shareholders, as per the provisions of the Companies Act,
2013, the SEBI Listing Regulations, the Memorandum of Association and the Articles of Association, and any
guidelines or directives that may be issued by the Government of India in this respect or any other applicable law.
Any dividends declared, after the date of Allotment in the Offer, will be payable to the Allottees who have been
Allotted Equity Shares in the Offer, for the entire year, in accordance with applicable laws. See “Dividend Policy”
and “Main Provisions of the Articles of Association” beginning on pages 279 and 460, respectively.

Face Value, Offer Price and Price Band

The face value of each Equity Share is ₹1 each and the Offer Price at the lower end of the Price Band is ₹ [●] per
Equity Share and at the higher end of the Price Band is ₹ [●] per Equity Share. The Anchor Investor Offer Price
is ₹ [●] per Equity Share.

The Price Band and the minimum Bid Lot will be decided by our Company, in consultation the BRLMs, and
published by our Company in all editions of [●] (a widely circulated English national daily newspaper), all editions
of [●] (a widely circulated Hindi national daily newspaper) and all editions of [●] (a widely circulated Telugu
national daily newspaper, Telugu also being the regional language of Telangana, where our Registered Office is
located), at least two Working Days prior to the Bid/Offer Opening Date, and shall be made available to the Stock
Exchanges for the purpose of uploading the same on their websites. The Price Band, along with the relevant
financial ratios calculated at the Floor Price and at the Cap Price shall be pre-filled in the Bid-cum-Application
Forms available at the respective websites of the Stock Exchanges. The Offer Price shall be determined by our
Company, in consultation with the BRLMs, after the Bid/Offer Closing Date, on the basis of assessment of market
demand for Equity Shares offered by way of the Book Building Process.

At any given point in time there will be only one denomination for the Equity Shares.

Compliance with disclosure and accounting norms

Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

425
Rights of the Equity Shareholders

Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the Equity
Shareholders will have the following rights:

1. right to receive dividends, if declared;

2. right to attend general meetings and exercise voting powers, unless prohibited by law;

3. right to vote on a poll either in person or by proxy and e-voting in accordance with the provisions of the
Companies Act;

4. right to receive offers for rights shares and be allotted bonus shares, if announced;

5. right to receive any surplus on liquidation subject to any statutory and preferential claims being satisfied;

6. right of free transferability of their Equity Shares, subject to applicable foreign exchange regulations and
other applicable law; and

7. such other rights as may be available to a shareholder of a listed public company under the Companies Act,
the terms of the SEBI Listing Regulations and our Memorandum of Association and Articles of Association.

For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend,
forfeiture, lien, transfer, transmission, consolidation and splitting, see “Main Provisions of the Articles of
Association” beginning on page 460.

Allotment only in dematerialised form

Pursuant to Section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be
Allotted only in dematerialised form. Hence, the Equity Shares offered through the Red Herring Prospectus can
be applied for in dematerialised form only. As per the SEBI ICDR Regulations, the trading of the Equity Shares
shall only be in dematerialised form.

In this context, two agreements have been entered into and amongst our Company, the respective Depositories
and the Registrar to the Offer:

• Tripartite agreement dated April 3, 2024, among NSDL, our Company and the Registrar to the Offer.

• Tripartite agreement dated April 3, 2024, among CDSL, our Company and Registrar to the Offer.

Market Lot and Trading Lot

Since trading of the Equity Shares will be in dematerialised form, the tradable lot is one Equity Share. Allotment
in the Offer will be only in electronic form in multiples of [●] Equity Share, subject to a minimum Allotment of
[●] Equity Shares for QIBs and RIIs. For NIBs allotment shall not be less than the Minimum Non-Institutional
Application Size. For the method of Basis of Allotment, see “Offer Procedure” beginning on page [●].

Jurisdiction

Exclusive jurisdiction for the purpose of the Offer is with the competent courts/authorities in Mumbai,
Maharashtra, India.

Joint Holders

Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders
of the Equity Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.

Nomination Facility

In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and
Debentures) Rules, 2014, as amended, the sole Bidder, or the first bidder along with other joint Bidders, may
nominate any one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all

426
the Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest to the exclusion of all other persons,
unless the nomination is varied or cancelled in the prescribed manner. A person, being a nominee, entitled to the
Equity Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to which
he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a
minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled
to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a
sale, transfer or alienation of Equity Share(s) by the person nominating. A nomination may be cancelled or varied
by nominating any other person in place of the present nominee by the holder of the Equity Shares who has made
the nomination by giving a notice of such cancellation. A buyer will be entitled to make a fresh nomination in the
manner prescribed. Fresh nomination can be made only on the prescribed form available on request at our
Registered Office or to the Registrar and Share Transfer Agents of our Company.

Further, any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013, will, on the
production of such evidence as may be required by our Board, elect either:

• to register himself or herself as holder of Equity Shares; or

• to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our
Board may thereafter withhold payment of all dividend, interests, bonuses or other monies payable in respect of
the Equity Shares, until the requirements of the notice have been complied with.

Since the Allotment of Equity Shares in the Offer will be made only in dematerialised form, there is no need to
make a separate nomination with our Company. Nominations registered with the respective Depository Participant
of the Bidder will prevail. If Bidders want to change their nomination, they are advised to inform their respective
Depository Participants.

Bid/Offer Period

BID/OFFER OPENS ON* [●]

BID/OFFER CLOSES ON**# [●]
* Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors. The Anchor Investor Bidding Date
shall be one Working Day prior to the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations.
** Our Company, in consultation with the BRLMs, may consider closing the Bid/Offer Period for Qualified Institutional Buyers (“QIB”)
one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.
#
Unified Payments Interface (“UPI”) mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.

An indicative timetable in respect of the Offer is set out below:

FINALISATION OF BASIS OF ALLOTMENT WITH THE On or about [●]

DESIGNATED STOCK EXCHANGE
INITIATION OF REFUNDS FOR ANCHOR INVESTORS/ On or about [●]
UNBLOCKING OF FUNDS FROM ASBA ACCOUNT*
CREDIT OF EQUITY SHARES TO DEPOSITORY ACCOUNTS On or about [●]
COMMENCEMENT OF TRADING OF THE EQUITY SHARES ON On or about [●]
THE STOCK EXCHANGES
* In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding
two Working Days from the Bid/Offer Closing Date for cancelled/withdrawn/deleted ASBA Forms, the Bidder shall be compensated at a
uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher, for the entire duration of delay exceeding two
Working Days from the Bid/Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLMs and
shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. The
Bidder shall be compensated by the manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March
16, 2021 read with the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30,
2022, and the SEBI ICDR Master Circular, which for the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement
of the Company with the Self Certified Syndicate Bank(s)(“SCSB”), to the extent applicable. The processing fees for applications made
by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written
confirmation in compliance with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated
April 20, 2022, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 read with SEBI master circular no.
SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094 dated June 21, 2023 and SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated
August 9, 2023, for which the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of the Company with the
SCSBs, to the extent applicable. The processing fee for applications made by the UPI Bidders using the UPI Mechanism may be released
to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated

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 March 16, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 read with SEBI master circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70
dated May 17, 2023.

The above timetable is indicative and does not constitute any obligation on our Company or any of the
Selling Shareholders or the BRLMs. Whilst our Company shall ensure that all steps for the completion of
the necessary formalities for the listing and the commencement of trading of the Equity Shares on the Stock
Exchanges are taken within three Working Days of Bid/ Offer Closing Date or such time as may be
prescribed by SEBI, with reasonable support and co-operation of each of the Selling Shareholders, as may
be required in respect of its respective portion of the Offered Shares, the timetable may be extended due to
various factors, such as extension of the Bid/Offer Period by our Company, in consultation with the
BRLMs, revision of the Price Band or any delay in receiving the final listing and trading approval from the
Stock Exchanges or delay in receipt of final certificates from SCSBs, etc. The commencement of trading of
the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the
applicable laws. Each of the Selling Shareholder, severally and not jointly, confirms that it shall extend
commercially reasonable co-operation to our Company, as may be required solely in relation to its
respective Offered Shares, in accordance with applicable law, to facilitate the process of listing and
commencement of trading of the Equity Shares on the Stock Exchanges within three Working Days from
the Bid/Offer Closing Date or such time as prescribed by SEBI.

In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance
with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within
three Working days of Bid/ Offer Closing Date or such time prescribed by SEBI, identifying non-adherence to
timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it.

Any circulars or notifications from SEBI after the date of this Draft Red Herring Prospectus may result in changes
to the listing timelines. Further, the offer procedure is subject to change basis any revised SEBI circulars to this
effect.

Submission of Bids (other than Bids from Anchor Investors):

Bid/Offer Period (except the Bid/Offer Closing Date)

Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. (Indian
Standard Time (“IST”)
Bid/Offer Closing Date*
Submission of Electronic Applications (Online ASBA through 3-in-1 Only between 10.00 a.m. and up to 5.00 p.m. IST
accounts) – For RIBs, other than QIBs , Non-Institutional Investors and
Eligible Employees Bidding in the Employee Reservation Portion
Submission of Electronic Applications (Bank ASBA through Online Only between 10.00 a.m. and up to 4.00 p.m. IST
channels like Internet Banking, Mobile Banking and Syndicate UPI
ASBA applications)
Submission of Electronic Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 3.00 p.m. IST
Individual Applications)
Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
Submission of Physical Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 12.00 p.m. IST
Individual Applications
Modification/ Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non-Institutional Bidders Only between 10.00 a.m. and up to 5.00 p.m. IST
categories# on Bid/ Offer Closing Date
Upward or downward Revision of Bids or cancellation of Bids by RIBs Only between 10.00 a.m. and up to 5.00 p.m. IST
and Eligible Employees Bidding in the Employee Reservation Portion
*UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
#
QIBs and Non-Institutional Investors can neither revise their bids downwards nor cancel/ withdraw their Bids.

On the Bid/Offer Closing Date, the Bids shall be uploaded until:

(i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Investors; and

(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by
Retail Individual Investors and Eligible Employees Bidding in the Employee Reservation Portion.

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On Bid/Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids
received by Retail Individual Investors and Eligible Employees Bidding in the Employee Reservation Portion
after taking into account the total number of Bids received up to closure of timings for acceptance of Bid cum
Application Forms as stated herein and as reported by the BRLMs to the Stock Exchanges.

The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSBs on a
daily basis within 60 minutes of the bid closure time from the Bid/Offer Opening Date till the Bid/Offer Closing
Date by obtaining such information from the Stock Exchanges. The SCSBs shall unblock such applications by the
closing hours of the Working Day and submit the confirmation to the BRLMs and the Registrar to the Offer on a
daily basis.

It is clarified that Bids shall be processed only after the application monies are blocked in the application supported
by blocked amount (“ASBA”) Account and Bids not uploaded on the electronic bidding system or in respect of
which the full Bid Amount is not blocked by SCSBs, or not blocked under the UPI Mechanism in the relevant
ASBA Account, as the case may be, would be rejected.

To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be allowed only
once per bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids.

Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders are advised to
submit their Bids one day prior to the Bid/Offer Closing Date and, in any case, no later than 12.00 p.m. (Indian
Standard Time) on the Bid/ Offer Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST.
Bidders are cautioned that, in the event a large number of Bids are received on the Bid/Offer Closing Date, some
Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered
for allocation under the Offer. Bids will be accepted on the Stock Exchange platform only during Working Days,
during the Bid/ Offer Period. The Designated Intermediaries shall modify select fields uploaded in the Stock
Exchange Platform during the Bid/Offer Period till 5.00 pm on the Bid/Offer Closing Date after which the Stock
Exchange(s) send the bid information to the Registrar to the Offer for further processing. Further, as per letter no.
list/SMD/SM/2006 dated July 3, 2006 and letter no. NSE/IPO/25101- 6 dated July 6, 2006 issued by the BSE
Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) respectively, Bids and any revision
in Bids shall not be accepted on Saturdays, Sundays and public/bank holidays as declared by the Stock Exchanges.
Bids by ASBA Bidders shall be uploaded by the relevant Designated Intermediary in the electronic system to be
provided by the Stock Exchanges.

Our Company, in consultation with the BRLMs, reserve the right to revise the Price Band during the Bid/Offer
Period in accordance with the SEBI ICDR Regulations provided that the Cap Price will be less than or equal to
120% of the Floor Price provided that the Cap Price shall be at least 105% of the Floor Price and the Floor Price
will not be less than the face value of the Equity Shares. Subject to compliance with the foregoing. The revision
in the Price Band shall not exceed 20% on either side, i.e., the Floor Price may move up or down to the extent of
20% of the Floor Price and the Cap Price will be revised accordingly, but the Floor Price shall not be less than the
face value of the Equity Shares.

In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional
Working Days following such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10
Working Days. In cases of force majeure, banking strike or similar circumstances, our Company, for reasons to
be recorded in writing, extend the Bid/Offer Period for a minimum of three Working Days, subject to the Bid/Offer
Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if
applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and
also by indicating the change on the respective websites of the BRLMs and at the terminals of the Syndicate
Members and by intimation to the Designated Intermediaries and the Sponsor Banks, as applicable. In case of
revision of Price Band, the Bid Lot shall remain the same.

In case of discrepancy in data entered in the electronic book vis-vis data contained in the Bid cum Application
Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as
the final data for the purpose of Allotment.

Minimum Subscription

On the date of closure of the Offer, if our Company does not receive (i) minimum subscription of 90% of the
Fresh Issue and (ii) a subscription in the Offer equivalent to at least the minimum number of securities as specified
under Rule 19(2)(b) of the SCRR our Company shall forthwith refund the entire subscription amount received. If

429
there is a delay beyond two days, our Company shall pay interest at the rate of 15% per annum including the
circular bearing no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, issued by SEBI and the
SEBI ICDR Master Circular.

Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number
of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the entire
application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of under-
subscription in the Offer, Equity Shares up to 90% of the Fresh Issue (“Minimum Subscription”) will be issued
prior to the sale of Equity Shares in the Offer for Sale. If there remain any balance valid Bids in the Offer, the
Allotment for the balance valid Bids will be made first towards Equity Shares offered by the Investor Selling
Shareholders and thereafter to the Promoter Selling Shareholder and only then, towards the balance Fresh Issue.
The balance Equity Shares of the Fresh Issue (i.e., 10% of the Fresh Issue) will be offered only once the entire
portion of the Offered Shares is Allotted in the Offer.

Arrangements for disposal of odd Lots

Since the Equity Shares will be treated in dematerialised form only, and the market lot for the Equity Shares will
be one Equity Share, there are no arrangements for disposal of odd lots.

New financial instruments

Our Company is not issuing any new financial instruments through the Offer.

Restrictions, if any on transfer and transmission of Equity Shares

Except for lock-in of pre-Offer equity shareholding, minimum Promoter’s contribution and Anchor Investor lock-
in in the Offer, as detailed in “Capital Structure – History of the share capital held by the Promoters - Build-up
of Promoters’ shareholding in our Company” on page 104 and except as provided in our Articles as detailed
in “Main Provisions of the Articles of Association” beginning on page 460, there are no restrictions on transfers
and transmission of shares/debentures and on their consolidation/splitting.

Option to receive Equity Shares in dematerialized form

Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form.
Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get the
Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws.

Employee Discount

Employee Discount, if any, will be offered to Eligible Employees bidding in the Employee Reservation Portion,
and, at the time of making a Bid. Eligible Employees bidding in the Employee Reservation Portion at a price
within the Price Band can make payment based on Bid Amount net of Employee Discount, if any, at the time of
making a Bid. Eligible Employees bidding in the Employee Reservation Portion at the Cut-Off Price have to
ensure payment at the Cap Price, less Employee Discount, if any, at the time of making a Bid.

Withdrawal of the Offer

The Offer shall be withdrawn in the event that 90% of the Fresh Issue portion of the Offer is not subscribed.

Our Company, in consultation with the BRLMs, reserves the right not to proceed with the Offer, in whole or in
part thereof, after the Bid/Offer Opening Date but before the Allotment. In such an event, our Company would
issue a public notice in the newspapers in which the pre-Offer advertisements were published, within two days of
the Bid/Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding
with the Offer and inform the Stock Exchanges promptly on which the Equity Shares are proposed to be listed.
The BRLMs, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Banks, in case of UPI
Bidders, to unblock the bank accounts of the ASBA Bidders within one Working Day from the date of receipt of
such notification and also inform the Bankers to the Offer to process refunds to the Anchor Investors, as the case
may be. The notice of withdrawal will be issued in the same newspapers where the pre-Offer advertisements have
appeared and the Stock Exchanges will also be informed promptly.

If our Company, in consultation with the BRLMs withdraw the Offer after the Bid/Offer Closing Date and
thereafter determines that it will proceed with a public offering of the Equity Shares, our Company shall file a

430
fresh draft red herring prospectus with SEBI. Notwithstanding the foregoing, the Offer is also subject to obtaining
the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment
and within three Working Days of the Bid/ Offer Closing Date or such other time period as prescribed under
applicable law. If Allotment is not made within the prescribed time period under applicable law, the entire
subscription amount received will be refunded/unblocked within the time prescribed under applicable law.

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 OFFER STRUCTURE

The Offer is up to [●] Equity Shares of face value of ₹1 each, for cash at a price of ₹ [●] per Equity Share
aggregating up to ₹15,000 million comprising a Fresh Issue of up to [●] Equity Shares, aggregating up to ₹[●]
million by our Company and an Offer for Sale of up to 28,200,000 Equity Shares, aggregating up to ₹[●] million
by the Selling Shareholders.

The Offer comprises of a Net Offer of up to [●] Equity Shares and Employee Reservation Portion of up to [●]
Equity Shares aggregating up to ₹[●] million. The Employee Reservation Portion shall not exceed [●]% of our
post-Offer paid-up Equity Share capital. The Offer and the Net Offer shall constitute [●]% and [●]%, respectively,
of the post-Offer paid-up Equity Share capital of our Company. A discount of up to [●]% to the Offer Price
(equivalent of ₹[●] per Equity Share) may be offered to Eligible Employees bidding in the Employee Reservation
Portion in accordance with the SEBI ICDR Regulations and details of which will be announced at least two
Working Days prior to the Bid / Offer Opening Date. Our Company, in consultation with the BRLMs, may
consider a Pre-IPO Placement, as may be permitted under the applicable law, aggregating up to ₹3,000.00 million,
at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken,
will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is
completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to
compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended.

In terms of Rule 19(2)(b) of the SCRR, the Offer is being made through the Book Building Process, in compliance
with Regulation 31 of the SEBI ICDR Regulations.

Particulars Eligible Employees# Qualified Non-Institutional Retail Individual

Institutional Buyers Investors Investors
(“QIB”)(1)
Number of Equity Up to [●] Equity Shares Not more than [●] Not less than [●] Not less than [●]
Shares available for Equity Shares of face Equity Shares of face Equity Shares of face
Allotment or value of ₹1 each value of ₹1 each value of ₹1 each
allocation*(2) aggregating up to ₹[●] aggregating up to ₹[●] available for allocation
million million available for or Offer less allocation
allocation or Offer less to QIB Bidders and
allocation to QIB Non-Institutional
Bidders and RIIs Investors
Percentage of Offer The Employee Not more than 50% of Not less than 15% of Not less than 35% of
Size available for Reservation Portion the Net Offer shall be the Net Offer or the the Net Offer or the
Allotment or allocation shall constitute up to available for allocation Offer less allocation to Offer less allocation to
[●]% of the post-Offer to QIB Bidders. QIB Bidders and Retail QIB Bidders and Non-
paid-up Equity Share However, 5% of the Individual Investors Institutional Investors
capital of our Net QIB Portion will be shall be available for will be available for
Company. available for Allocation allocation. One-third of allocation
proportionately to the Non-Institutional
Mutual Funds only. Category will be
Mutual Funds available for allocation
participating in the to Bidders with a Bid
Mutual Fund Portion size of more than
will also be eligible for ₹200,000 and up to
allocation in the ₹1,000,000 and two-
remaining Net QIB thirds of the Non-
Portion. The Institutional Category
unsubscribed portion in will be available for
the Mutual Fund allocation to Bidders
Portion will be added to with a Bid size of more
the Net QIB Portion than ₹1,000,000.
Basis of Allotment if Proportionate#; unless Proportionate as The Equity Shares The allotment to each
respective category is the Employee follows (excluding the available for allocation RII shall not be less
oversubscribed* Reservation Portion is Anchor Investor to Non-Institutional than the minimum Bid
undersubscribed, the Portion): Investors under the Lot, subject to
value of allocation to Non-Institutional availability of Equity
an a) [●] Equity Shares Category shall be Shares in the Retail
Eligible Employee of face value of ₹1 subject to the Category and the
shall not exceed each shall be following: remaining available
₹200,000 (net of available for (a) One-third of the Equity Shares if any,
Employee Discount, if allocation on a Non-Institutional shall be Allotted on a

432
 Particulars Eligible Employees# Qualified Non-Institutional Retail Individual
Institutional Buyers Investors Investors
(“QIB”)(1)
any). In the event of proportionate Category will be proportionate basis.
undersubscription in basis to Mutual available for See “Offer Procedure”
the Employee Funds only; and allocation to beginning on page [●]
Reservation Portion, Bidders with a Bid
the unsubscribed b) [●] Equity Shares size of more than
portion may be of face value of ₹1 ₹200,000 and up
allocated, on a each shall be to ₹1,000,000; and
proportionate basis, to available for (b) Two-thirds of the
Eligible Employees for allocation on a Non-Institutional
a value exceeding proportionate Category will be
₹200,000 (net of basis to all QIBs, available for
Employee Discount, if including Mutual allocation to
any), subject to total Funds receiving Bidders with a Bid
Allotment to an allocation as per size of more than
Eligible Employee not (a) above ₹1,000,000 The
exceeding ₹500,000 unsubscribed
(net of Employee Up to 60% of the QIB portion in either of
Discount, if any). Portion (of up to [●] the
Equity Shares of face aforementioned
value of ₹1 each) may subcategories may
be allocated on a be allocated to
discretionary basis to applicants in the
Anchor Investors of other sub-
which one-third shall category of Non-
be available for Institutional
allocation to Mutual Investors.
Funds only, subject to
valid Bid received from The Allotment of
Mutual Funds at or Equity Shares to each
above the Anchor Non-Institutional
Investor Allocation Investor shall not be
Price less than the minimum
application size,
subject to availability
in the Non-Institutional
Category, and the
remainder, if any, shall
be allotted on a
proportionate basis in
accordance with the
conditions specified in
Schedule XIII to the
SEBI ICDR
Regulations
Mode of Bid ASBA Process only ASBA process only ASBA Process only ASBA Process only
(including the UPI (excluding UPI (including the UPI (including the UPI
Mechanism) Mechanism) (except in Mechanism), to the Mechanism)
case of Anchor extent of Bids up to
Investors)^ ₹500,000
Minimum Bid [●] Equity Shares of Such number of Equity Such number of [●] Equity Shares of
face value of ₹1 each Shares in multiples of Equity Shares in face value of ₹1 each
and in multiples of [●] [●] Equity Shares of multiples of [●] and in multiples of [●]
Equity Shares of face face value of ₹1 each Equity Shares such Equity Shares of face
value of ₹1 each such that the Bid that the Bid Amount value of ₹1 each
thereafter. Amount exceeds exceeds ₹200,000 thereafter
₹200,000.
Maximum Bid Such number of Equity Such number of Equity Such number of Such number of Equity
Shares in multiples of Shares in multiples of Equity Shares in Shares in multiples of
[●] Equity Shares, so [●] Equity Shares of multiples of [●] Equity [●] Equity Shares of
that the maximum Bid face value of ₹1 each Shares not exceeding face value of ₹1 each so
Amount by each not exceeding the size the size of the Net that the Bid Amount
Eligible Employee in of the Offer, subject to Offer (excluding the does not exceed
Eligible Employee applicable limits to QIB Portion), subject ₹200,000.
Portion does not each Bidder.

433
 Particulars Eligible Employees# Qualified Non-Institutional Retail Individual
Institutional Buyers Investors Investors
(“QIB”)(1)
exceed ₹500,000 less to limits applicable to
Employee Discount, if Bidder.
any.
Mode of Allotment Compulsorily in dematerialised form
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Allotment Lot [●] Equity Shares and [●] Equity Shares and For NIIs allotment [●] Equity Shares and
in multiples of one in multiples of one shall not be less than in multiples of one
Equity Share of face Equity Share of face the minimum non- Equity Share of face
value of ₹1 each value of ₹1 each institutional value of ₹1 each
thereafter thereafter application size. thereafter
Trading Lot One Equity Share
Who can apply(3)(4)(5)(6) Eligible Employees Public financial Resident Indian Resident Indian
institutions as specified individuals, Eligible individuals, Eligible
in Section 2(72) of the Non-Resident NRIs and HUFs (in the
Companies Act, 2013 Individuals (“NRIs”), name of the karta)
(“Companies Act”), Hindu Undivided
scheduled commercial Families (“HUFs”) (in
banks, Mutual Funds, the name of the karta),
Foreign Portfolio companies, corporate
Investors (“FPIs”) bodies, scientific
(other than individuals, institutions, societies,
corporate bodies and trusts, family offices
family offices), and FPIs who are
Venture Capital Funds individuals, corporate
(“VCFs”), Alternate bodies and family
Investment Funds offices which are re-
(“AIFs”), Foreign categorised as category
Venture Capital II FPIs (as defined in
Investors (“FVCIs”) the SEBI FPI
registered with Regulations) and
Securities and registered with SEBI.
Exchange Board of
India (“SEBI”),
multilateral and
bilateral development
financial institutions,
state industrial
development
corporation, insurance
companies registered
with Insurance
Regulatory and
Development
Authority of India
(“IRDAI”), provident
funds (subject to
applicable law) with
minimum corpus of
₹250 million, pension
funds with minimum
corpus of ₹250 million,
registered with the
Pension Fund
Regulatory and
Development
Authority established
under subsection (1) of
section 3 of the Pension
Fund Regulatory and
Development
Authority Act, 2013,
National Investment
Fund set up by the

434
 Particulars Eligible Employees# Qualified Non-Institutional Retail Individual
Institutional Buyers Investors Investors
(“QIB”)(1)
Government of India
(“GoI”) through
resolution F.
No.2/3/2005-DD-II
dated November 23,
2005, the insurance
funds set up and
managed by army,
navy or air force of the
Union of India,
insurance funds set up
and managed by the
Department of Posts,
India and Systemically
Important Non-
Banking Financial
Companies (“NBFCs”)
in accordance with
applicable laws.
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time
of submission of their Bids(4)
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account
of the ASBA Bidder, or by the Sponsor Bank(s) through the UPI Mechanism (other than Anchor
Investors), that is specified in the ASBA Form at the time of submission of the ASBA Form
* Assuming full subscription in the Offer.
#Eligible Employees Bidding in the Employee Reservation Portion can Bid up to a Bid Amount of ₹500,000 (net of Employee Discount, if any).
However, a Bid by an Eligible Employee in the Employee Reservation Portion will be considered for allocation, in the first instance, for a
Bid Amount of up to ₹200,000 (net of Employee Discount, if any). In the event of under-subscription in the Employee Reservation Portion
the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of
₹200,000 (net of Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not exceeding
₹500,000 (net of Employee Discount, if any). Further, an Eligible Employee Bidding in the Employee Reservation Portion can also Bid in
the Net Offer and such Bids will not be treated as multiple Bids subject to applicable limits. The undersubscribed portion, if any, in the
Employee Reservation Portion shall be added back to the Net Offer. In case of undersubscription in the Net Offer, spill-over to the extent of
such under-subscription shall be permitted from the Employee Reservation Portion.
^ SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, has mandated that ASBA applications in public issues
shall be processed only after the application monies are blocked in the bank accounts of the investors. Accordingly, Stock Exchanges shall,
for all categories of investors viz. QIBs, NIIs and RIIs and also for all modes through which the applications are processed, accept the ASBA
applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked.
(1) Our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors at the Anchor Investor

Offer Price, on a discretionary basis, subject to there being (i) a maximum of two Anchor Investors, where allocation in the Anchor
Investor Portion is up to ₹100,000,000, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor
Investor Portion is more than ₹100,000,000 but up to ₹2,500,000,000 under the Anchor Investor Portion, subject to a minimum Allotment
of ₹50,000,000 per Anchor Investor, and (iii) in case of allocation above ₹2,500,000,000 under the Anchor Investor Portion, a minimum
of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500,000,000, and an additional 10 Anchor Investors
for every additional ₹2,500,000,000 or part thereof will be permitted, subject to minimum allotment of ₹50,000,000 per Anchor Investor.
An Anchor Investor will make a minimum Bid of such number of Equity Shares, that the Bid Amount is at least ₹100,000,000. One-third
of the Anchor Investor Portion will be reserved for domestic Mutual Funds, subject to valid Bids being received at or above the price at
which allocation is made to Anchor Investors, which price shall be determined by the Company in consultation with the BRLMs.
(2) Subject to valid Bids being received at or above the Offer Price. This Offer is being made in accordance with Rule 19(2)(b) of the SCRR

and Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Net Offer shall be available for allocation on a
proportionate basis to QIBs. Such number of Equity Shares representing 5% of the Net QIB Portion shall be available for allocation on
a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion shall be available for allocation on a proportionate
basis to QIBs, including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. However, if the
aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the
Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to all QIBs. Further, not less than 15%
of the Net Offer shall be available for allocation to Non-Institutional Investors, of which (a) one-third portion shall be reserved for
applicants with application size of more than ₹200,000 and up to ₹1,000,000; and (b) two-thirds portion shall be reserved for applicants
with application size of more than ₹1,000,000, provided that the unsubscribed portion in either of such sub-categories may be allocated
to applicants in the other sub-category of Non-Institutional Investors, subject to valid Bids being received at or above the Offer Price and
not less than 35% of the Net Offer shall be available for allocation to RII in accordance with the SEBI ICDR Regulations, subject to valid
Bids being received from them at or above the Offer Price.
(3) In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held in the same

joint names and the names are in the same sequence in which they appear in the Bid cum Application Form. The Bid cum Application
Form should contain only the name of the first Bidder whose name should also appear as the first holder of the beneficiary account held
in joint names. The signature of only such first Bidder would be required in the Bid cum Application Form and such first Bidder would
be deemed to have signed on behalf of the joint holders.
(4) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided

that any difference between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be payable by the Anchor

435
 Investor pay-in date as indicated in the Confirmation of Allotment Note (“CAN”).
(5) Bids by FPIs with certain structures as described under “Offer Procedure – Bids by Foreign Portfolio Investors” on page 444 and
having the same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to
such successful Bidders (with the same PAN) may be proportionately distributed.
(6) Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholders, the Underwriters,
their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations,
guidelines and approvals to acquire the Equity Shares.

Eligible Employees bidding in the Employee Reservation Portion at a price within the Price Band can make
payment based on Bid Amount, at the time of making a Bid. Eligible Employees bidding in the Employee
Reservation Portion at the Cut-Off Price have to ensure payment at the Cap Price, at the time of making a Bid.

Subject to valid Bids being received at or above the Offer Price, undersubscription, if any, in any category except
the QIB Portion, would be met with spill-over from the other categories or a combination of categories at the
discretion of our Company, in consultation with the BRLMs, and the Designated Stock Exchange, on
proportionate basis as per the SEBI ICDR Regulations.

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 OFFER PROCEDURE

All Bidders should read the General Information Document for Investing in Public Issues prepared and issued in
accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17, 2020 issued by the SEBI
and the UPI Circulars (the “General Information Document”), which highlights the key rules, processes and
procedures applicable to public issues in general in accordance with the provisions of the Companies Act, 2013,
the SCRA, the SCRR and the SEBI ICDR Regulations which is part of the abridged prospectus accompanying the
Bid cum Application Form. The General Information Document is available on the websites of the Stock
Exchanges and the BRLMs. Please refer to the relevant provisions of the General Information Document which
are applicable to the Offer especially in relation to the process for Bids by UPI Bidders through the UPI
Mechanism. The investors should note that the details and process provided in the General Information Document
should be read along with this section.

Additionally, all Bidders may refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery
and allocation; (iv) Payment Instructions for ASBA Bidders/Applicants; (v)issuance of CAN and allotment in the
Offer; (vi) general instructions (limited to instructions for completing the Bid cum Application Form); (vii)
submission of Bid cum Application Form; (viii) other instructions (limited to joint bids in cases of individual,
multiple bids and instances when an application would be rejected on technical grounds); (ix) applicable
provisions of the Companies Act relating to punishment for fictitious applications; (x) mode of making refunds;
(xi) Designated Date; (xii) interest in case of delay in allotment or refund; and (xiii) disposal of applications.
SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism
using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner.
From January 1, 2019, the UPI Mechanism for UPI Bidders applying through Designated Intermediaries was
made effective along with the existing process and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase
I was effective till June 30, 2019.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019,
read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids
by RIIs through Designated Intermediaries (other than SCSBs), the existing process of physical movement of
forms from such Designated Intermediaries to SCSBs for blocking of funds was discontinued and only the UPI
Mechanism for such Bids with existing timeline of T+6 days was mandated for a period of three months or launch
of five main board public issues, whichever is later (“UPI Phase II”). Subsequently however, SEBI vide its
circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 extended the timeline for
implementation of UPI Phase II till March 31, 2020. However, given the prevailing uncertainty due to the COVID-
19 pandemic, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, had decided
to continue with the UPI Phase II till further notice. The final reduced timeline of T+3 days for the UPI Mechanism
for applications by UPI Bidders (“UPI Phase III”) and modalities of the implementation of UPI Phase III was
notified by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made
effective on a voluntary basis for all issues opening on or after September 1, 2023 and on a mandatory basis for
all issues opening on or after December 1, 2023. The Offer will be undertaken pursuant to the processes and
procedures under UPI Phase III, subject to any circulars, clarification or notification issued by the SEBI from
time to time. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16,
2021 as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 has introduced certain additional
measure for streamlining process for initial public offers and redressing investor grievances. Subsequently, vide
the SEBI RTA Master Circular, consolidated the aforementioned circulars (excluding SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023) to the extent relevant for RTAs, and rescinded these
circulars. Further, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all
individual bidders in initial public offerings (opening on or after May 1, 2022) whose application sizes are up to
₹500,000 shall use the UPI Mechanism and shall also provide their UPI ID in the Bid cum Application Form
submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar. This
circular shall come into force for initial public offers opening on/or after May 1, 2022, and the provisions of this
circular are deemed to form part of this Draft Red Herring Prospectus. Pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made using the ASBA facility in initial
public offerings shall be processed only after application monies are blocked in the bank accounts of investors
(all categories).

437
In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned
in SEBI RTA Master Circular, shall continue to form part of the agreements being signed between the
intermediaries involved in the public issuance process and lead managers shall continue to coordinate with
intermediaries involved in the said process.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated in
accordance with applicable law. The BRLMs shall, in their sole discretion, identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking. Further, Investors shall be entitled to
compensation in the manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated
March 16, 2021, in case of delays in resolving investor grievances in relation to blocking/unblocking of funds.

Bidders are advised to make their independent investigations and ensure that their Bids are submitted in
accordance with Applicable Laws and did not exceed the investment limits or maximum number of the Equity
Shares that can be held by them under applicable law or as specified in the Red Herring Prospectus and the
Prospectus. Further, our Company, the Selling Shareholders and the Syndicate are not liable for any adverse
occurrences consequent to the implementation of the UPI Mechanism for application in this Offer.

Pursuant to circular no. NSDL/CIR/II/28/2023 dated August 8, 2023 issued by NSDL and circular no.
CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023 issued by CDSL, our Company may request the
Depositories to suspend/ freeze the ISIN in depository system till listing/ trading effective date. Pursuant to the
aforementioned circulars, our Company may request the Depositories to suspend/ freeze the ISIN in depository
system from or around the date of the Red Herring Prospectus till the listing and commencement of trading of our
Equity Shares. The shareholders who intend to transfer the pre-Offer shares may request our Company and/ or
the Registrar for facilitating transfer of shares under suspended/ frozen ISIN by submitting requisite documents
to our Company and/ or the Registrar. Our Company and/ or the Registrar would then send the requisite
documents along with applicable stamp duty and corporate action charges to the respective depository to execute
the transfer of shares under suspended ISIN through corporate action. The transfer request shall be accepted by
the Depositories from our Company till one day prior to Bid/ Offer Opening Date.

Book Building Procedure

The Offer is being made in terms of Rule 19(2)(b) of the SCRR, read with Regulation 31 of the SEBI ICDR
Regulations. The Offer is being made through the Book Building Process, in compliance with Regulation 6(1) of
the SEBI ICDR Regulations, wherein not more than 50% of the Net Offer shall be available for allocation on a
proportionate basis to Qualified Institutional Buyers (“QIBs”), provided that our Company, in consultation with
the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors and the basis of such allocation will
be on a discretionary basis by our Company, in consultation with the BRLMs, of which one-third shall be reserved
for the domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above
Anchor Investor Allocation Price in accordance with the SEBI ICDR Regulations. In the event of under-
subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB
Portion (other than the Anchor Investor Portion). Further, 5% of the Net QIB Portion shall be available for
allocation on a proportionate basis only to Mutual Funds, subject to valid Bids being received at or above the
Offer Price, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to
all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above
the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the
balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining QIB
Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Offer shall be available for
allocation to Non-Institutional Investors (out of which one-third of the portion available to Non-Institutional
Investors will be available for allocation to Bidders with a Bid size of more than ₹200,000 and up to ₹1,000,000
and two-thirds of the Non-Institutional Category will be available for allocation to Bidders with a bid size of more
than ₹1,000,000 and under-subscription in either of these two sub-categories of Non-Institutional Category may
be allocated to Bidders in the other sub-category of Non-Institutional Category). Further, not less than 35% of the
Net Offer shall be available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received from them at or above the Offer Price. Further, up to [●] Equity
Shares, aggregating up to ₹[●] million shall be made available for allocation on a proportionate basis only to
Eligible Employees Bidding in the Employee Reservation Portion, subject to valid Bids being received at or above
the Offer Price, if any.

438
Subject to valid Bids being received at or above the Offer Price, undersubscription, if any, in any category, except
in the QIB Portion, would be allowed to be met with spill-over from any other category or a combination of
categories at the discretion of our Company, in consultation with the BRLMs, and the Designated Stock Exchange.
However, under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other
categories or a combination of categories. In the event of an under-subscription in the Employee Reservation
Portion post the initial Allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible
Employees Bidding in the Employee Reservation Portion, for a value in excess of ₹200,000 (net of Employee
Discount, if any), subject to the total Allotment to an Eligible Employee not exceeding ₹500,000 (net of Employee
Discount, if any).

Investors must ensure that their Permanent Account Number (“PAN”) is linked with Aadhaar and are in
compliance with the notification issued by Central Board of Direct Taxes on February 13, 2020, and press release
dated June 25, 2021 and September 17, 2021, CBDT circular no.7 of 2022, dated March 30, 2022, read with press
release dated March 28, 2023, read with subsequent circulars issued in relation thereto.

The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.

Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form.
The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including
depository participant’s identity number (“DP ID”), client identification number (“Client ID”), PAN and unified
payments interface identity number (“UPI ID”), as applicable, shall be treated as incomplete and will be rejected.
Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get the
Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws.

All SCSBs offering the facility of making application in public issues shall also provide facility to make
application using UPI. Our Company has appointed the Sponsor Banks to act as a conduit between the Stock
Exchanges and National Payments Corporation of India (“NPCI”) in order to facilitate collection of requests
and/or payment instructions of the UPI Bidders using the UPI.

NPCI through its circular (NPCI/UPI/OC No. 127/ 2021-22) dated December 9, 2021, inter alia, has enhanced the
per transaction limit from ₹200,000 to ₹500,000 for applications using UPI in initial public offerings.

Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the UPI Circular include,
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs
to send short message service (“SMS”) alerts for the blocking and unblocking of UPI mandates, the requirement
for the Registrar to submit details of cancelled, withdrawn or deleted applications, and the requirement for the
bank accounts of unsuccessful Bidders to be unblocked no later than one Working Day from the date on which
the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs
being penalised under the relevant securities law.

For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLMs.

Further, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, all UPI Bidders
shall provide their UPI ID in the Bid cum Application Form submitted with any of the entities mentioned herein
below:

(i) a syndicate member;

(ii) a stockbroker registered with a recognised stock exchange (and whose name is mentioned on the website
of the stock exchange as eligible for this activity);

(iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for
this activity); or

(iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock
exchange as eligible for this activity).
Electronic registration of Bids

(i) The Designated Intermediary may register the Bids using the online facilities of the Stock Exchanges.

439
 The Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject
to the condition that they may subsequently upload the off-line data file into the online facilities for Book
Building on a regular basis before the closure of the Offer.

(ii) On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may
be permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus.

(iii) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment.
The Designated Intermediaries are given till 5:00 pm on the Bid/Offer Closing Date to modify select
fields uploaded in the Stock Exchange Platform during the Bid/Offer Period after which the Stock
Exchange(s) send the bid information to the Registrar to the Offer for further processing.

(iv) QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their
bids.

Bid cum Application Form

Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be
available with the Designated Intermediaries at the Bidding Centres, and our Registered Office. An electronic
copy of the Bid cum Application Form will also be available for download on the websites of the BSE Limited
(“BSE”) (https://www.bseindia.com) and the National Stock Exchange of India Limited (“NSE”)
(https://www.nseindia.com) at least one day prior to the Bid/Offer Opening Date.

Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs.

All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA
process. UPI Bidders shall Bid in the Offer through the UPI Mechanism. ASBA Bidders must provide either (i)
the bank account details and authorisation to block funds in the ASBA Form, or (ii) the UPI ID, as applicable, in
the relevant space provided in the ASBA Form. The ASBA Forms that do not contain such details are liable to be
rejected. Applications made by the UPI Bidders using third party bank account or using third party linked bank
account UPI ID are liable for rejection. Anchor Investors are not permitted to participate in the Offer through the
ASBA process. UPI Bidders Bidding using the UPI Mechanism may also apply through the SCSBs and mobile
applications using the UPI handles as provided on the website of SEBI. ASBA Bidders shall ensure that the Bids
are made on ASBA Forms bearing the stamp of the relevant Designated Intermediary, submitted at the relevant
Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified
stamp are liable to be rejected. For all initial public offerings opening on or after September 1, 2022, as specified
in SEBI pursuant to its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, the ASBA
applications in public issues shall be processed only after the application monies are blocked in the investor’s
bank accounts. Stock Exchanges shall accept the ASBA applications in their electronic book building platform
only with a mandatory confirmation on the application monies blocked. This circular shall be applicable for all
categories of investors viz. Retail, QIB, NII and other reserved categories and also for all modes through which
the applications are processed.

The ASBA Bidders, including UPI Bidders, shall ensure that they have sufficient credit balance such that an
amount equivalent to full Bid Amount can be blocked therein, at the time of submitting the Bid. as the application
made by a ASBA Bidder shall only be processed after the Bid amount is blocked in the ASBA account of the
investor’s bank accounts, pursuant to SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30,
2022, which is effective from September 1, 2022.

The prescribed colour of the Bid cum Application Form for the various categories is as follows:

Category Colour of Bid cum

Application Form*
Resident Indians, including resident QIBs, Non-Institutional Investors, Retail Individual [●]
Investors and Eligible NRIs applying on a non-repatriation basis^
Non-Residents including Foreign Portfolio Investors (“FPIs”), Eligible Non-Resident Investors [●]
(“NRIs”) applying on a repatriation basis, foreign Venture Capital Investors (“FVCIs”) and
registered bilateral and multilateral institutions
Anchor Investors^^ [●]
Eligible Employees Bidding in the Employee Reservation Portion# [●]
*
Excluding the electronic Bid cum Application Form.

440
^
Electronic Bid cum Application Form will be made available for download on the website of the BSE (www.bseindia.com) and NSE
(www.nseindia.com).
^^
Bid cum Application Forms for Anchor Investors will be made available at the offices of the BRLMs.
#
Bid cum Application Forms for Eligible Employees will be available only at our branches and offices in India.

In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant bid details in the
electronic bidding system of the Stock Exchanges and the Stock Exchanges shall accept the ASBA applications
in their electronic bidding system only with a mandatory confirmation on the application monies blocked. For
RIIs using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the
Sponsor Banks on a continuous basis to enable the Sponsor Banks to initiate UPI Mandate Request to UPI Bidders
for blocking of funds.

In case of ASBA Forms, the relevant Designated Intermediaries shall capture and upload the relevant bid details
(including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the
Stock Exchanges.

The Sponsor Banks will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to
NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform
with detailed error code and description, if any. Further, the Sponsor Banks will undertake reconciliation of all
Bid requests and responses throughout their lifecycle on daily basis and share reports with the BRLMs in the
format and within the timelines as specified under the UPI Circulars. Sponsor Banks and issuer banks shall
download UPI settlement files and raw data files from the NPCI portal after every settlement cycle and do a three
way reconciliation with UPI switch data, Core Banking System (“CBS”) data and UPI raw data. NPCI is to
coordinate with issuer banks and Sponsor Banks on a continuous basis.

For ASBA Forms (other than UPI Bidders using UPI Mechanism) Designated Intermediaries (other than SCSBs)
shall submit/deliver the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank account and
shall not submit it to any non-SCSB bank or any Escrow Collection Bank(s).

The Sponsor Banks shall host a web portal for intermediaries (closed user group) from the date of Bid/Offer
Opening Date till the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks,
performance of apps and UPI handles, down-time/network latency (if any) across intermediaries and any such
processes having an impact/bearing on the Offer Bidding process.

Participation by the Promoters and Promoter Group of our Company, BRLMs, the Syndicate Members
and their associates and affiliates and the persons related thereto

The BRLMs and the Syndicate Members shall not be allowed to purchase Equity Shares in the Offer in any
manner, except towards fulfilling their respective underwriting obligations. However, the respective associates
and affiliates of the BRLMs and the Syndicate Members may Bid for Equity Shares in the Offer, either in the QIB
Portion or in the Non-Institutional Category as may be applicable to such Bidders, and such subscription may be
on their own account or on behalf of their clients. All categories of investors, including associates or affiliates of
the BRLMs and Syndicate Members, shall be treated equally for the purpose of allocation.

Except as stated below, neither the BRLMs nor any persons related to the BRLMs can apply in the Offer under
the Anchor Investor Portion:

(i) mutual funds sponsored by entities which are associate of the BRLMs;

(ii) insurance companies promoted by entities which are associate of the BRLMs;

(iii) Alternate Investment Funds (“AIFs”) sponsored by the entities which are associate of the BRLMs;

(iv) Foreign Portfolio Investors (“FPIs”) other than individuals, corporate bodies and family offices
sponsored by the entities which are associate of the BRLMs; or

(v) pension funds sponsored by entities which are associate of the BRLMs;

Except to the extent of the Offered Shares, our Promoters and the members of our Promoter Group will not
participate in the Offer. Further, persons related to our Promoters and Promoter Group shall not apply in the Offer
under the Anchor Investor Portion.

For the purposes of the above, a QIB who has the following rights shall be deemed to be a person related to our

441
Promoters or Promoter Group:

(i) rights under a shareholders’ agreement or voting agreement entered into with our Promoters or Promoter
Group;

(ii) veto rights; or

(iii) right to appoint any nominee director on the Board.

Further, an Anchor Investor shall be deemed to be an “associate of the BRLM” if:

(i) either of them controls, directly or indirectly through its subsidiary or holding company, not less than
15% of the voting rights in the other; or

(ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control
over the other; or

(iii) there is a common director, excluding nominee director, amongst the Anchor Investors and the BRLMs.

Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along
with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs reserve the right
to reject any Bid without assigning any reason thereof, subject to applicable laws.

Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the
concerned schemes for which such Bids are made.

In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered
with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple
Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made.

No Mutual Fund scheme shall invest more than 10% of its net asset value (“NAV”) in equity shares or equity
related instruments of any single company provided that the limit of 10% shall not be applicable for investments
in case of index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should own
more than 10% of any company’s paid-up share capital carrying voting rights.

Bids by Eligible Non-resident Indians (“NRIs”)

Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Eligible NRI
Bidders bidding on a repatriation basis by using the Non-Resident forms should authorise their SCSB to block
their Non-Resident External (“NRE”) accounts (including UPI ID, if activated), or foreign currency non-resident
accounts (“FCNR Accounts”), and eligible NRI Bidders bidding on a non-repatriation basis by using resident
forms should authorise their SCSB to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid
Amount, at the time of the submission of the Bid cum Application Form. NRIs applying in the Offer through the
UPI Mechanism are advised to enquire with the relevant bank, whether their account is UPI linked, prior to
submitting a Bid cum Application Form.

Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents
([●] in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form
meant for Non-Residents ([●] in colour).

Participation of Eligible NRIs in the Offer shall be subject to the Foreign Exchange Management Act (“FEMA”)
Non-debt Instrument Rules. Only bids accompanied by payment in Indian rupees or fully convertible foreign
exchange will be considered for allotment.

In accordance with the FEMA Non-Debt Instruments Rules, the total holding by any individual NRI, on a
repatriation basis, shall not exceed 5% of the total paid-up Equity Share capital on a fully diluted basis or shall
not exceed 5% of the paid-up value of each series of debentures or preference shares or share warrants issued by
an Indian company and the total holdings of all NRIs and Overseas Citizen of India (“OCI”) put together shall
not exceed 10% of the total paid-up Equity Share capital on a fully diluted basis or shall not exceed 10% of the
paid-up value of each series of debentures or preference shares or share warrant. Provided that the aggregate

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ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the general body of the
Indian company.

For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities”
beginning on page 458.

Bids by Hindu Undivided Families (“HUFs”)

Bids by Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that
the Bid is being made in the name of the HUF in the Bid cum Application Form as follows: “Name of sole or first
bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by
HUFs may be considered at par with Bids from individuals.

Bids by Eligible Employees

The Bid must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter so as to
ensure that the Bid Amount payable by the Eligible Employee does not exceed ₹500,000 (net of Employee
Discount, if any) on a net basis. However, the initial allocation to an Eligible Employee in the Employee
Reservation Portion shall not exceed ₹200,000 (net of Employee Discount, if any). Allotment in the Employee
Reservation Portion will be as detailed in the section “Offer Structure” beginning on page 432.

However, Allotments to Eligible Employees in excess of ₹200,000 (net of Employee Discount, if any) shall be
considered on a proportionate basis, in the event of under-subscription in the Employee Reservation Portion,
subject to the total Allotment to an Eligible Employee not exceeding ₹500,000 (net of Employee Discount, if any).
Subsequent under-subscription, if any, in the Employee Reservation Portion shall be added back to the Net Offer.
Eligible Employees Bidding in the Employee Reservation Portion may Bid at the Cut-off Price.

Bids under the Employee Reservation Portion by Eligible Employees shall be:

• Made only in the prescribed Bid cum Application Form or Revision Form.

• Only Eligible Employees (excluding such other persons not eligible under applicable laws, rules,
regulations and guidelines) would be eligible to apply in this Offer under the Employee Reservation
Portion.

• In case of joint bids, the sole/ first Bidder shall be the Eligible Employee.

• Bids by Eligible Employees may be made at Cut-off Price.

• Only those Bids, which are received at or above the Offer Price, net of Employee Discount, if any, would
be considered for allocation under this portion.

• The Bids must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter
so as to ensure that the Bid Amount payable by the Eligible Employee subject to a maximum Bid Amount
of ₹500,000 on a net basis.

• Eligible Employees bidding in the Employee Reservation Portion can Bid through the UPI mechanism

• If the aggregate demand in this portion is less than or equal to [●] Equity Shares at or above the Offer
Price, full allocation shall be made to the Eligible Employees to the extent of their demand.

• Bids by Eligible Employees in the Employee Reservation Portion and in the Net Offer portion shall not
be treated as multiple Bids. Our Company reserves the right to reject, in its absolute discretion, all or any
multiple Bids in any or all categories.

• Eligible Employees should mention their employee number at the relevant place in the Bid cum
Application Form or Revision Form.

In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available
for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹200,000,
subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹500,000.

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Bids by Foreign Portfolio Investors (“FPIs”)

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means
the same multiple entities having common ownership directly or indirectly of more than 50% or common control)
must be below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA Non-Debt Instruments
Rules, the total holding by each FPI, of an investor group, shall be below 10% of the total paid-up Equity Share
capital of our Company on a fully diluted basis and the aggregate limit for FPI investments shall be the sectoral
caps applicable to our Company, which is 100% of the total paid-up Equity Share capital of our Company on a
fully diluted basis. In case the total holding of an FPI or investor group increases beyond 10% of the total paid-up
Equity Share capital of our Company, on a fully diluted basis, the total investment made by the FPI or investor
group will be re-classified as FDI subject to the conditions as specified by SEBI and the RBI in this regard and
our Company and the investor will be required to comply with applicable reporting requirements. Further, the
total holdings of all FPIs put together, with effect from April 1, 2020, can be up to the sectoral cap applicable to
the sector in which our Company operates (i.e., up to 100%). In terms of the FEMA Rules, for calculating the
aggregate holding of FPIs in a company, holding of all registered FPIs shall be included. Bids by FPIs which
utilise the multi-investment manager structure, submitted with the same PAN but with different beneficiary
account numbers, Client IDs and DP IDs may not be treated as multiple Bids.

In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations is required to be attached to the Bid cum Application Form, failing which our Company, in
consultation with the BRLMs reserves the right to reject any Bid without assigning any reason, subject to
applicable laws.

FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be
specified by the Government from time to time. In terms of the FEMA Non-Debt Instruments Rules, for
calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included.

To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed
that at the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income
Tax Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories
for the FPIs who have invested in the Offer to ensure there is no breach of the investment limit, within the timelines
for issue procedure, as prescribed by SEBI from time to time.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 22 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative
instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is
issued overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the
event (i) such offshore derivative instruments are issued only by persons registered as category I FPIs; (ii) such
offshore derivative instruments are issued only to persons eligible for registration as category I FPIs; (iii) such
offshore derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) such other
conditions as may be specified by SEBI from time to time.

In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, on a fully
diluted basis or 10% or more of the paid-up value of any series of debentures or preference shares or share warrants
issued that may be issued by our Company, the total investment made by the FPI will be re-classified as FDI
subject to the conditions as specified by SEBI and the RBI in this regard and our Company and the investor will
be required to comply with applicable reporting requirements.

An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative
instruments issued by, or on behalf of it subject to, inter alia, the following conditions:

(a) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI
Regulations; and

(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred are pre-approved by the FPI.

The FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for non-residents.

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Bids received from FPIs bearing the same PAN shall be treated as multiple Bids and are liable to be rejected,
except for Bids from FPIs that utilize the multiple investment manager structure in accordance with SEBI master
circular bearing reference number SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022, provided such
Bids have been made with different beneficiary account numbers, Client IDs and DP IDs.

Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize the multiple investment
managers (“MIM”) Structure, and bear the same PAN, are liable to be rejected. In order to ensure valid Bids, FPIs
making multiple Bids using the same PAN, and with different beneficiary account numbers, Client IDs and DP
IDs, are required to provide a confirmation in the Bid cum Application Forms that the relevant FPIs making
multiple Bids utilize the MIM Structure. In the absence of such confirmation from the relevant FPIs, such multiple
Bids shall be rejected.

Further, in the following cases, Bids by FPIs shall not be treated as multiple Bids:

• FPIs which utilise the MIM structure, indicating the name of their respective investment managers in
such confirmation;

• Offshore derivative instruments (“ODI”) which have obtained separate FPI registration for ODI and
proprietary derivative investments;

• Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;

• FPI registrations granted at investment strategy level/sub fund level where a collective investment
scheme or fund has multiple investment strategies/sub-funds with identifiable differences and managed
by a single investment manager;

• Multiple branches in different jurisdictions of foreign bank registered as FPIs;

• Government and Government related investors registered as Category 1 FPIs; and

• Entities registered as collective investment scheme having multiple share classes.

The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and
identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately
distributed to the Applicant FPIs (with same PAN). In order to ensure valid Bids, FPIs making multiple Bids using
the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a
confirmation along with each of their Bid cum Application Forms that the relevant FPIs making multiple Bids
utilize any of the above-mentioned structures and indicate the name of their respective investment managers in
such confirmation. In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be
rejected.

Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB
Bidder should not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by
an FPI Bidder utilising the MIM Structure shall be aggregated for determining the permissible maximum Bid.
Further, please note that as disclosed in this Draft Red Herring Prospectus read with the General Information
Document, Bid Cum Application Forms are liable to be rejected in the event that the Bid in the Bid cum
Application Form “exceeds the Offer size and/or investment limit or maximum number of the Equity Shares that
can be held under applicable laws or regulations or maximum amount permissible under applicable laws or
regulations, or under the terms of the Red Herring Prospectus.”

For example, an FPI must ensure that any Bid by a single FPI and/ or an investor group (which means the same
multiple entities having common ownership directly or indirectly of more than 50% or common control)
(collective, the “FPI Group”) shall be below 10% of the total paid-up Equity Share capital of our Company on a
fully diluted basis. Any Bids by FPIs and/ or the FPI Group (including but not limited to (a) FPIs Bidding through
the MIM Structure; or (b) FPIs with separate registrations for offshore derivative instruments and proprietary
derivative instruments) for 10% or more of our total paid-up post Offer Equity Share capital shall be liable to be
rejected.

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Bids by Securities and Exchange Board of India (“SEBI”) registered Venture Capital Funds (“VCFs”),
Alternate Investment Funds (“AIFs”) and Foreign Capital Investors (“FVCIs”)

SEBI VCF Regulations as amended, inter alia prescribe the investment restrictions on VCFs, registered with SEBI.
SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the SEBI
VCF Regulations, the venture capital funds which have not re-registered as an AIF under the SEBI AIF
Regulations shall continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme
managed by the fund is wound up and such fund shall not launch any new scheme after the notification of the
SEBI AIF Regulations. SEBI FVCI Regulations prescribe the investment restrictions on FVCIs.

Accordingly, the holding in any company by any individual VCF or FVCIs registered with SEBI should not
exceed 25% of the corpus of the VCF or FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the
investible funds in various prescribed instruments, including in public offering.

Category I and II AIFs cannot invest more than 25% of the investible funds in one investee company. A Category
III AIF cannot invest more than 10% of the investible funds in one investee company. A VCF registered as a
Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible funds
by way of subscription to an initial public offering of a venture capital undertaking whose shares are proposed to
be listed. Additionally, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations shall
continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme managed by the fund is
wound up and such funds shall not launch any new scheme after the notification of the SEBI AIF Regulations.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions,
if any, will be payable in Indian Rupees only and net of bank charges and commission.

Our Company or the BRLMs will not be responsible for loss, if any, incurred by the Bidder on account of
conversion of foreign currency.

Participation of AIFs, VCFs and FVCIs shall also be subject to the FEMA Rules.

Further, the shareholding of VCFs, category I AIFs or category II AIFs and FVCIs holding equity shares of a
company prior to an initial public offering being undertaken by such company, shall be exempt from lock-in
requirements, provided that such equity shares shall be locked in for a period of at least six months from the date
of purchase by the venture capital fund or alternative investment fund or foreign venture capital investor.

There is no reservation for Eligible NRI Bidders, AIFs, FPIs and FVCIs. All Bidders will be treated on the same
basis with other categories for the purpose of allocation.

Bids by limited liability partnerships

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs reserve
the right to reject any Bid without assigning any reason thereof.

Bids by banking companies

In case of Bids made by banking companies registered with the RBI, certified copies of (i) the certificate of
registration issued by the RBI, and (ii) the approval of such banking company’s investment committee are required
to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs,
reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949, as amended (the “Banking Regulation Act”), and Master Direction – Reserve Bank of India (Financial
Services provided by Banks) Directions, 2016, as amended, is 10% of the paid-up share capital of the investee
company or 10% of the bank’s own paid-up share capital and reserves, whichever is lower. Further, the aggregate
equity investments in subsidiaries and other entities engaged in financial and non-financial services, including
overseas investments, cannot exceed 20% of the bank’s paid-up share capital and reserves. However, a banking
company may hold up to 30% of the paid-up share capital of the investee company with the prior approval of the
RBI, provided that the investee company is engaged in non-financial activities in which banking companies are
permitted to engage under the Banking Regulation Act or the additional acquisition is through restructuring of
debt, or to protect the bank’s interest on loans/investments made to a company.

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Bids by Self-Certified Syndicate Banks (“SCSBs”)

SCSBs participating in the Offer are required to comply with the terms of the circulars bearing numbers
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013 dated September 13, 2012, and January 2, 2013, respectively,
issued by SEBI. Such SCSBs are required to ensure that for making applications on their own account using
ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs. Further,
such account shall be used solely for the purpose of making application in public issues and clear demarcated
funds should be available in such account for such applications.

Bids by insurance companies

In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in
consultation with the BRLMs reserve the right to reject any Bid without assigning any reason thereof, subject to
applicable law.

The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority of India
(Investment) Regulations, 2016, read with the Investments – Master Circular dated October 27, 2022, each as
amended, are broadly set forth below:

(a) equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of the
respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer or
health insurer;
(b) the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer
or 15% of investment assets in case of a general insurer or reinsurer or health insurer or 15% of the
investment assets in all companies belonging to the group, whichever is lower; and
(c) the industry sector in which the investee company operates: not more than 15% of the fund of a life insurer
or a general insurer or a reinsurer or health insurer or 15% of the investment asset, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount
of 10% of the investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and
(c) above, as the case may be.
*
The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance
companies with investment assets of ₹2,500,000 million or more and 12% of outstanding equity shares (face
value) for insurers with investment assets of ₹500,000 million or more but less than ₹2,500,000 million.

Insurance companies participating in the Offer shall comply with all applicable regulations, guidelines and
circulars issued by IRDAI from time to time.

Bids by Provident Funds/Pension Funds

In case of Bids made by provident funds/pension funds with minimum corpus of ₹250,000,000, registered with
the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the
Pension Fund Regulatory and Development Authority Act, 2013, subject to applicable law, a certified copy of a
certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be attached
to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs reserve the right to
reject any Bid, without assigning any reason thereof.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
eligible FPIs, AIFs, Mutual Funds, insurance companies, systematically important non-banking finance company
(“NBFC-SI”), insurance funds set up by the army, navy or air force of the India, insurance funds set up by the
Department of Posts, India or the National Investment Fund and provident funds with a minimum corpus of
₹250,000,000 (subject to applicable laws) and pension funds with a minimum corpus of ₹250,000,000, registered
with the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of
the Pension Fund Regulatory and Development Authority Act, 2013, a certified copy of the power of attorney or
the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of
association and articles of association and/or bye laws must be lodged along with the Bid cum Application Form.

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Failing this, our Company reserve the right to accept or reject any Bid in whole or in part, in either case, without
assigning any reason thereof.

Our Company, in consultation with the BRLMs, in their absolute discretion, reserve the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to
such terms and conditions that our Company, in consultation with the BRLMs, may deem fit.

Bids by Anchor Investors

In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section
the key terms for participation by Anchor Investors are provided below:

(a) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices
of the BRLMs.

(b) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds
₹100,000,000. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund,
separate bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum
application size of ₹100,000,000.

(c) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.

(d) Bidding for Anchor Investors will open one Working Day before the Bid/Offer Opening Date and will
be completed on the same day.

(e) Our Company may finalise allocation to the Anchor Investors and the basis of such allocation will be on
a discretionary basis by our Company, in consultation with the BRLMs, provided that the minimum
number of Allottees in the Anchor Investor Portion will not be less than:

(i) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up
to ₹100,000,000;

(ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor
Investor Portion is more than ₹100,000,000 but up to ₹ 2,500,000,000, subject to a minimum
Allotment of ₹ 50,000,000 per Anchor Investor; and

(iii) in case of allocation above ₹2,500,000,000 under the Anchor Investor Portion, a minimum of
five such investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500,000,000,
and an additional 10 Anchor Investors for every additional ₹ 2,500,000,000, subject to minimum
Allotment of ₹50,000,000 per Anchor Investor.

(f) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of
Equity Shares allocated to Anchor Investors and the price at which the allocation is made, will be made
available in the public domain by the BRLMs before the Bid/Offer Opening Date, through intimation to
the Stock Exchanges.

(g) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the
Bid.

(h) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Offer Price and the Anchor Investor Offer Price will be payable by the Anchor
Investors on the Anchor Investor Pay-in Date specified in the CAN. If the Offer Price is lower than the
Anchor Investor Offer Price, Allotment to successful Anchor Investors will be at the higher price.

(i) 50% of the Equity Shares Allotted to the Anchor Investors in the Anchor Investor Portion shall be locked
in for a period of 90 days from the date of Allotment and the remaining 50% of the Equity Shares Allotted
to Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 30 days from the
date of Allotment.

(j) Neither the BRLMs nor any associate of the BRLMs (except Mutual Funds sponsored by entities which
are associates of the BRLMs or insurance companies promoted by entities which are associate of BRLMs
or AIFs sponsored by the entities which are associate of the BRLMs or FPIs, other than individuals,

448
 corporate bodies and family offices sponsored by the entities which are associate of the and BRLMs)
shall apply in the Offer under the Anchor Investor Portion. See “– Participation by the Promoters and
Promoter Group of our Company, BRLMs, the Syndicate Members and their associates and affiliates
and the persons related thereto” above.

(k) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered
multiple Bids.

Bids by Systemically Important Non-Banking Financial Companies

In case of Bids made by NBFC-SI registered with RBI, certified copies of: (i) the certificate of registration issued
by RBI, (ii) certified copy of its last audited financial statements on a standalone basis, (iii) a net worth certificate
from its statutory auditors, and (iv) such other approval as may be required by the NBFC-SI, are required to be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves
the right to reject any Bid without assigning any reason thereof, subject to applicable law. NBFC-SI participating
in the Offer shall comply with all applicable regulations, guidelines and circulars issued by RBI from time to time.

The investment limit for NBFC-SI shall be as prescribed by RBI from time to time.

For more information, please read the General Information Document.

The above information is given for the benefit of the Bidders. Bidders are advised to make their independent
investigations and ensure that any single Bid from it does not exceed the applicable investment limits or maximum
number of the Equity Shares that can be held by it under applicable law or regulation or as specified in the Red
Herring Prospectus and the Prospectus.

The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the
Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility
to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the
Designated Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such
Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a
Bidder revises his or her Bid, he/she shall surrender the earlier Acknowledgement Slip and may request for a
revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the
previous Bid. In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use
their network and software of the electronic bidding system should not in any way be deemed or construed to
mean that the compliance with various statutory and other requirements by our Company, the Selling Shareholders
and/or the Book Running Lead Managers are cleared or approved by the Stock Exchanges; nor does it in any
manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and other
requirements, nor does it take any responsibility for the financial or other soundness of our Company, the
management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the
correctness or completeness of any of the contents of the Red Herring Prospectus; nor does it warrant that the
Equity Shares will be listed or will continue to be listed on the Stock Exchanges.

General Instructions

Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or lower the size
of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. RIIs can revise their Bid(s)
during the Bid/Offer Period and withdraw or lower the size of their Bid(s) until Bid/Offer Closing Date. Anchor
Investors are not allowed to withdraw their Bids after the Anchor Investor Bidding Date.

Do’s:

1. Check if you are eligible to apply as per the terms of this Draft Red Herring Prospectus and under applicable
law, rules, regulations, guidelines and approvals;

2. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;

3. Ensure that you have Bid within the Price Band;

4. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;

5. Ensure that you (other than the Anchor Investors) have mentioned the correct details of ASBA Account (i.e.,

449
 bank account number or UPI ID, as applicable) and PAN in the Bid cum Application Form and if you are a
UPI Bidder ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters
including the handle), in the Bid cum Application Form;

6. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to
the Designated Intermediary at the relevant Bidding Centre (except in case of electronic Bids) within the
prescribed time;

7. UPI Bidders Bidding using the UPI Mechanism in the Offer shall ensure that they use only their own ASBA
Account or only their own bank account linked UPI ID to make an application in the Offer and not ASBA
Account or bank account linked UPI ID of any third party;

8. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before
submitting the ASBA Form to the relevant Designated Intermediaries;

9. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00 pm
on the Bid/Offer Closing Date;

10. Ensure that the signature of the first bidder in case of joint Bids, is included in the Bid cum Application
Forms. If the first bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is also
signed by the ASBA Account holder;

11. Ensure that the names given in the Bid cum Application Form is/are exactly the same as the names in which
the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application
Form should contain the name of only the first bidder whose name should also appear as the first holder of
the beneficiary account held in joint names;

12. Ensure that you request for and receive a stamped acknowledgement in the form of a counterfoil of the Bid
cum Application Form for all your Bid options from the concerned Designated Intermediary;

13. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid
was placed and obtain a revised acknowledgment;

14. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts,
who, in terms of the circular no. MRD/DoP/Cir-20/2008 dated June 30, 2008 issued by SEBI, may be exempt
from specifying their PAN for transacting in the securities market, (ii) Bids by persons resident in the state
of Sikkim, who, in terms of the circular dated July 20, 2006 issued by SEBI, may be exempted from specifying
their PAN for transacting in the securities market, and (iii) persons/entities exempt from holding a PAN under
applicable law, all Bidders should mention their PAN allotted under the IT Act. The exemption for the Central
or the State Government and officials appointed by the courts and for investors residing in the State of Sikkim
is subject to (a) the Demographic Details received from the respective depositories confirming the exemption
granted to the beneficial owner by a suitable description in the PAN field and the beneficiary account
remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic
Details evidencing the same. All other applications in which PAN is not mentioned will be rejected;

15. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP
IDs, are required to submit a confirmation that their Bids are under the MIM structure and indicate the name
of their investment managers in such confirmation which shall be submitted along with each of their Bid cum
Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be
rejected;

16. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to
the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate
under official seal;

17. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper
upload of your Bid in the electronic Bidding system of the Stock Exchanges;

18. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant
documents including a copy of the power of attorney, if applicable, are submitted;

19. Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and Indian

450
 laws;

20. However, Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event
such FPIs utilise the MIM Structure and such Bids have been made with different beneficiary account
numbers, Client IDs and DP IDs;

21. Since the Allotment will be in dematerialised form only, ensure that the depository account is active, the
correct DP ID, Client ID, UPI ID (for UPI Bidders bidding through UPI mechanism) and the PAN are
mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, UPI ID
(for UPI Bidders bidding through UPI mechanism) and the PAN entered into the online initial public offerings
(“IPO”) system of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches with
the name, DP ID, Client ID, UPI ID (for UPI Bidders bidding through UPI mechanism) and PAN available
in the Depository database;

22. In case of QIBs and NIIs, ensure that while Bidding through a Designated Intermediary, the ASBA Form is
submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as
specified in the ASBA Form, is maintained has named at least one branch at that location for the Designated
Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI at
http://www.sebi.gov.in);

23. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form or
have otherwise provided an authorisation to the SCSB or the Sponsor Banks, as applicable, via the electronic
mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum
Application Form at the time of submission of the Bid. In case of UPI Bidder Bidding through the UPI
Mechanism, ensure that you authorise the UPI Mandate Request raised by the Sponsor Banks for blocking of
funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment;

24. Ensure that the Demographic Details are updated, true and correct in all respects;

25. The ASBA Bidders shall use only their own bank account or only their own bank account linked UPI ID for
the purposes of making Application in the Offer, which is UPI 2.0 certified by NPCI;

26. The ASBA Bidders shall ensure that bids above ₹ 5,00,000, are uploaded only by the SCSBs;

27. Bidders (except UPI Bidders Bidding through the UPI Mechanism) should instruct their respective banks to
release the funds blocked in the ASBA account under the ASBA process. In case of UPI Bidders, once the
Sponsor Banks issues the Mandate Request, the UPI Bidders would be required to proceed to authorise the
blocking of funds by confirming or accepting the UPI Mandate Request to authorise the blocking of funds
equivalent to application amount and subsequent debit of funds in case of Allotment, in a timely manner;

28. Bidding through UPI Mechanism shall ensure that details of the Bid are reviewed and verified by opening the
attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his/her
UPI PIN. Upon the authorisation of the mandate using his/her UPI PIN, a UPI Bidder Bidding through UPI
Mechanism shall be deemed to have verified the attachment containing the application details of the UPI
Bidding through UPI Mechanism in the UPI Mandate Request and have agreed to block the entire Bid
Amount and authorised the Sponsor Banks issue a request to block the Bid Amount specified in the Bid cum
Application Form in his/her ASBA Account;

29. UPI Bidders bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in case of
single account) and of the first bidder (in case of joint account) in the Bid cum Application Form;

30. UPI Bidders using the UPI Mechanism who have revised their Bids subsequent to making the initial Bid
should also approve the revised UPI Mandate Request generated by the Sponsor Banks to authorise blocking
of funds equivalent to the revised Bid Amount and subsequent debit of funds in case of Allotment in a timely
manner.

31. Bids by Eligible NRIs HUFs and any individuals, corporate bodies and family offices which are recategorized
as category II FPI and registered with SEBI for a Bid Amount of less than ₹ 200,000 would be considered
under the Retail Category for the purposes of allocation and Bids for a Bid Amount exceeding ₹ 200,000
would be considered under the Non-Institutional Category for allocation in the Offer; and

32. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs.

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The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not
mentioned on the list available on the website of SEBI and updated from time to time and at such other websites
as may be prescribed by SEBI from time to time is liable to be rejected.

Don’ts:

1. Do not Bid for lower than the minimum Bid Lot;

2. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;

3. Do not Bid for a Bid Amount exceeding ₹ 200,000 for Bids by Retail Individual Investors and ₹ 500,000 for
Bids by Eligible Employees Bidding in the Employee Reservation Portion;

4. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediary;

5. Do not Bid/revise the Bid amount to less than the floor price or higher than the cap price;

6. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock
invest;

7. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary
only;

8. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);

9. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;

10. Do not submit the Bid for an amount more than funds available in your ASBA Account;

11. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of Bidder;

12. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;

13. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having
valid depository accounts as per Demographic Details provided by the depository);

14. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer size and/or
investment limit or maximum number of the Equity Shares that can be held under the applicable laws or
regulations or maximum amount permissible under the applicable regulations or under the terms of this Draft
Red Herring Prospectus;

15. Do not Bid for Equity Shares more than specified by the respective Stock Exchanges for each category;

16. In case of ASBA Bidders (other than UPI Bidders using UPI mechanism), do not submit more than one Bid
cum Application Form per ASBA Account;

17. If you are UPI Bidder and are using UPI mechanism, do not submit more than one Bid cum Application Form
for each UPI ID;

18. Do not make the Bid cum Application Form using third party bank account or using third party linked bank
account UPI ID;

19. Anchor Investors should not bid through the ASBA process;

20. Do not submit the Bid cum Application Form to any non-SCSB bank or our Company;

21. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediaries;

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22. Do not submit the GIR number instead of the PAN;

23. Anchor Investors should submit Anchor Investor Application Form only to the BRLMs;

24. Do not Bid on a Bid cum Application Form that does not have the stamp of a Designated Intermediary;

25. If you are a QIB, do not submit your Bid after 3 p.m. on the QIB Bid/Offer Closing Date (for online
applications) and after 12:00 p.m. on the Bid/ Offer Closing Date (for Physical Applications);

26. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid
Amount) at any stage, if you are a QIB or a Non-Institutional Investor. Retail Individual Investors can revise
or withdraw their Bids on or before the Bid/Offer Closing Date;

27. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres. If
you are UPI Bidder and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs;

28. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID details if you are a UPI Bidder
Bidding through the UPI Mechanism. Further, do not provide details for a beneficiary account which is
suspended or for which details cannot be verified to the Registrar to the Offer;

29. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA Account;

30. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI
in case of Bids submitted by UPI Bidders using the UPI Mechanism;

31. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of
an SCSB or a banks which is not mentioned in the list provided in the SEBI website is liable to be rejected;

32. Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders Bidding
using the UPI Mechanism;

33. Do not Bid if you are an OCB; and

34. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Member shall ensure that they do not upload
any bids above ₹ 5,00,000.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.

For helpline details of the BRLMs pursuant to the SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated March 16,
2021, see “General Information – Book Running Lead Managers” on page 88.

Further, in case of any pre-Offer or post Offer related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out the Company Secretary and Chief Compliance Officer. For details
of the Company Secretary and Compliance Officer, see “General Information – Company Secretary and
Compliance Officer” on page 87.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding 4 2 Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated
in accordance with applicable law. Further, Investors shall be entitled to compensation in the manner specified in
the SEBI Master Circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (to the extent
applicable) in case of delays in resolving investor grievances in relation to blocking/unblocking of funds.

The BRLMs shall be the nodal entity for any issues arising out of public issuance process. In terms of Regulation
23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI RTA Master
Circular shall continue to form part of the agreements being signed between the intermediaries involved in the
public issuance process and the BRLMs shall continue to coordinate with intermediaries involved in the said
process.

For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information
Document.

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Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorised employees of the Stock Exchanges, along with the BRLMs and the Registrar to the Offer, shall
ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure
specified in the SEBI ICDR Regulations.

Method of allotment as may be prescribed by SEBI from time to time

Our Company will not make any allotment in excess of the Equity Shares offered through the Offer except in case
of oversubscription for the purpose of rounding off to make allotment, in consultation with the Designated Stock
Exchange. Further, upon oversubscription, an allotment of not more than 1% of the Net Offer to public may be
made for the purpose of making allotment in minimum lots.

The allotment of Equity Shares to Bidders other than to the RIIs, non-institutional investors (“NIIs”) and Anchor
Investors shall be on a proportionate basis within the respective investor categories and the number of securities
allotted shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum
application size as determined and disclosed. The Allotment of Equity Shares to Anchor Investors shall be on a
discretionary basis.

The Allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum Bid Lot,
subject to the availability of shares in Retail Individual Investor category, and the remaining available shares, if
any, shall be allotted on a proportionate basis. Not less than 15% of the Net Offer shall be available for allocation
to Non-Institutional Bidders. The Equity Shares available for allocation to Non-Institutional Bidders under the
Non-Institutional Portion, shall be subject to the following: (i) one-third of the portion available to Non-
Institutional Bidders shall be reserved for applicants with an application size of more than ₹ 0.20 million and up
to ₹ 1.00 million, and (ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for
applicants with an application size of more than ₹ 1.00 million, provided that the unsubscribed portion in either
of the aforementioned sub-categories may be allocated to applicants in the other sub-category of Non-Institutional
Bidders. The allotment to each Non-Institutional Bidder shall not be less than the Minimum NIB application size,
subject to the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares

The allotment of Equity Shares to each RIB shall not be less than the minimum bid lot, subject to the availability
of shares in RIB category, and the remaining available shares, if any, shall be allotted on a proportionate basis.

Payment into Anchor Investor Escrow Account

Our Company, in consultation with the BRLMs will decide the list of Anchor Investors to whom the CAN will be
sent, pursuant to which, the details of the Equity Shares allocated to them in their respective names will be notified
to such Anchor Investors. Anchor Investors are not permitted to Bid in the Offer through the ASBA process.
Instead, Anchor Investors should transfer the Bid Amount (through direct credit, real time gross settlement
(“RTGS”), national automated clearing house (“NACH”) or national electronic fund transfer (“NEFT”) to the
Escrow Account(s). For Anchor Investors, the payment instruments for payment into the Anchor Investor Escrow
Account should be drawn in favour of:

(a) In case of resident Anchor Investors: “[●]”

(b) In case of Non-Resident Anchor Investors: “[●]”

Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, the Selling Shareholders, the Syndicate, the Escrow Collection Bank and
the Registrar to the Offer to facilitate collections of Bid amounts from Anchor Investors.

Pre-Offer Advertisement

Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing the Red Herring Prospectus
with the RoC, publish a pre-Offer advertisement, in the form prescribed under the SEBI ICDR Regulations, in all
editions of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely circulated
Hindi national daily newspaper) and all editions of [●] (a widely circulated Telugu national daily newspaper,
Telugu also being the regional language of Telangana, where our Registered Office is located).

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In the pre-Offer advertisement, we shall state the Bid/Offer Opening Date and the Bid/Offer Closing Date. This
advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format
prescribed in Part A of Schedule X of the SEBI ICDR Regulations.

The information set out above is given for the benefit of the Bidders/applicants. Bidders/applicants are
advised to make their independent investigations and ensure that the number of Equity Shares Bid for do
not exceed the prescribed limits under applicable laws or regulations.

In accordance with RBI regulations, Overseas Corporate Body (“OCB”) cannot participate in the Offer.

Allotment Advertisement

The Allotment Advertisement shall be uploaded on the websites of our Company, the BRLMs and the Registrar
to the Offer, before 9:00 p.m. IST, on the date of receipt of the final listing and trading approval from all the Stock
Exchanges where the Equity Shares are proposed to be listed, provided such final listing and trading approval
from all the Stock Exchanges is received prior to 9:00 p.m. IST on that day. In an event, if final listing and trading
approval from all the Stock Exchanges is received post 9:00 p.m. IST on the date of receipt of the final listing and
trading approval from all the Stock Exchanges where the equity shares of the Issuer are proposed to be listed, then
the Allotment Advertisement shall be uploaded on the websites of our Company, the BRLMs and the Registrar to
the Offer, following the receipt of final listing and trading approval from all the Stock Exchanges.

Our Company, the BRLMs and the Registrar to the Offer shall publish an allotment advertisement not later than
one Working Day after the commencement of trading, disclosing the date of commencement of trading in all
editions of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely circulated
Hindi national daily newspaper) and all editions of [●] (a widely circulated Telugu national daily newspaper,
Telugu also being the regional language of Telangana, where our Registered Office is located).

Signing of the Underwriting Agreement and Filing with the RoC

a) Our Company, the Selling Shareholders and the Underwriters intend to enter into an Underwriting
Agreement after the finalisation of the Offer Price but prior to the filing of the Prospectus.

b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC
in accordance with applicable law, which would then be termed as the Prospectus. The Prospectus will
contain details of the Offer Price, the Anchor Investor Offer Price, the Offer size, and underwriting
arrangements and will be complete in all material respects.

Impersonation

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act, 2013, which is reproduced below:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or

(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or(c) otherwise
induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name,

shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, 2013, for fraud involving an amount of at least
₹ 1 million or 1% of the turnover of our Company, whichever is lower, includes imprisonment for a term which
shall not be less than six months extending up to 10 years and fine of an amount not less than the amount involved
in the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such
term shall not be less than three years.) Further, where the fraud involves an amount less than ₹ 1 million or one
per cent of the turnover of our Company, whichever is lower, and does not involve public interest, any person

455
guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine
which may extend to ₹5 million or with both.

Undertakings by our Company

Our Company undertakes the following:

• the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;

• all steps for completion of the necessary formalities for listing and commencement of trading at all the
Stock Exchanges where the Equity Shares are proposed to be listed are taken within such other time
period as may be prescribed by the SEBI or applicable law will be taken;

• the funds required for making refunds/unblocking (to the extent applicable) as per the mode(s) disclosed
shall be made available to the Registrar to the Offer by our Company;

• if Allotment is not made within the prescribed timelines under applicable laws, the entire subscription
amount received will be refunded/unblocked within the time prescribed under applicable laws. If there
is a delay beyond such prescribed time, our Company shall pay interest prescribed under the Companies
Act, 2013, the SEBI ICDR Regulations and other applicable laws for the delayed period;

• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the Applicant within time prescribed under applicable laws, giving details
of the bank where refunds shall be credited along with amount and expected date of electronic credit of
refund;

• where release of block on the applicable amount for unsuccessful Bidders or part of the application
amount in case of proportionate Allotment, a suitable communication shall be sent to the applicants;

• adequate arrangements shall be made to collect ASBA applications;

• that if our Company or the Selling Shareholders do not proceed with the Offer after the Bid/Offer Closing
Date but prior to Allotment, the reason thereof shall be given by our Company as a public notice within
two days of the Bid/Offer Closing Date. The public notice shall be issued in the same newspapers where
the pre-Offer advertisements were published. The Stock Exchanges shall be informed promptly;

• that if our Company and/or the Selling Shareholders withdraw the Offer after the Bid/Offer Closing Date,
our Company shall be required to file a fresh offer document with SEBI, in the event our Company or
the Selling Shareholders subsequently decide to proceed with the Offer;

• Except for (i) the issuance of Equity Shares pursuant to exercise of options vested and/or granted under
the PEL ESOP Scheme; and (ii) Pre-IPO Placement No further issue of Equity Shares shall be made till
the Equity Shares offered through the Red Herring Prospectus are listed or until the Bid monies are
unblocked in ASBA Account/refunded on account of non-listing, under-subscription, etc.; and

• adequate arrangements shall be made to collect all Bid cum Application Forms from Bidders.

Undertakings by the Selling Shareholders

Each of the Selling Shareholder, severally and not jointly, specifically undertakes and/or confirms the following
in respect to itself as a Selling Shareholder and its respective portion of the Offered Shares:

• that the Offered Shares are eligible for being offered in the Offer for Sale in terms of Regulation 8 of the
SEBI ICDR Regulations and are in dematerialised form;

• it is the legal and beneficial owner of its respective portion of the Offered Shares with valid and
marketable title, and shall be transferred pursuant to the Offer, free and clear of any encumbrances;

• it shall transfer its respective portion of the Offered Shares in an escrow demat account in accordance
with the Share Escrow Agreement;

456
• it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or
services or otherwise to any Bidder for making a Bid in the Offer;

• its respective portion of the Offered Shares are fully paid and are in dematerialized form; and

• it shall not have recourse to the proceeds from the Offer for Sale until receipt by our Company of the
final listing and trading approvals from the Stock Exchanges in accordance with applicable law.

Utilisation of proceeds from the Offer

Our Board certifies that:

(i) all monies received out of the Offer shall be credited/transferred to a separate bank account other than
the bank account referred to in sub-Section (3) of Section 40 of the Companies Act, 2013;

(ii) details of all monies utilised out of the Fresh Issue shall be disclosed, and continue to be disclosed till
the time any part of the Fresh Issue proceeds remains unutilised, under an appropriate head in the balance
sheet of our Company indicating the purpose for which such monies have been utilised; and

(iii) details of all unutilised monies out of the Fresh Issue, if any shall be disclosed under an appropriate
separate head in the balance sheet indicating the form in which such unutilised monies have been
invested.

457
 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Foreign investment is permitted (except in the prohibited sectors) in Indian
companies, either through the automatic route or the approval route, depending upon the sector in which foreign
investment is sought to be made. The Government of India makes policy announcements on FDI through press
notes and press releases. The regulatory framework, over a period of time, thus, consists of acts, regulations, press
notes, press releases, and clarifications among other amendments. The DPIIT (formerly Department of Industrial
Policy and Promotion) issued the Consolidated FDI Policy Circular dated October 15, 2020, with effect from
October 15, 2020 (the “Consolidated FDI Policy”), which consolidates and supersedes all previous press note,
press releases and clarifications on FDI issued by the DPIIT that were in force and effect prior to October 15,
2020.

In terms of Press Note 3 of 2020, dated April 17, 2020 (“Press Note”), issued by the DPIIT, the Consolidated FDI
Policy and the FEMA (Non-debt Instruments) Rules has been amended to state that all investments under the
foreign direct investment route by entities of a country which shares land border with India or where the beneficial
owner of an investment into India is situated in or is a citizen of any such country will require prior approval of
the Government of India. Further, in the event of transfer of ownership of any existing or future foreign direct
investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the
aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require approval of
the Government of India. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth
Amendment) Rules, 2020, a multilateral bank or fund, of which India is a member, shall not be treated as an entity
of a particular country nor shall any country be treated as the beneficial owner of the investments of such bank of
fund in India. Each Bidder should seek independent legal advice about its ability to participate in the Offer. In the
event such prior approval of the Government of India is required, and such approval has been obtained, the Bidder
shall intimate our Company and the Registrar to the Offer in writing about such approval along with a copy thereof
within the Offer Period.

Transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI,
provided that (i) the activities of the investee company are under the automatic route under the Consolidated FDI
Policy and transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident
shareholding is within the sectoral limits under the Consolidated FDI Policy; and (iii) the pricing is in accordance
with the guidelines prescribed by the SEBI/RBI.

For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Offer Procedure – Bids
by Eligible Non-resident Indians” and “Offer Procedure – Bids by Foreign Portfolio Investors” on page 442
and 444, respectively.

As per the existing policy of the Government of India, OCBs cannot participate in this Offer.

The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act or
any other applicable law of the United States and, unless so registered, may not be offered or sold within the
United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares
are being offered and sold (i) within the United States only to persons reasonably believed to be “qualified
institutional buyers” (as defined in Rule 144A under the U.S. Securities Act and referred to in this Draft Red
Herring Prospectus as “U.S. QIBs”; for the avoidance of doubt, the term U.S. QIBs does not refer to a category
of institutional investor defined under applicable Indian regulations and referred to in this Draft Red Herring
Prospectus as “QIBs”) in one or more private transactions exempt from the registration requirements under the
U.S. Securities Act, and (ii) outside the United States to 494 investors in offshore transactions in compliance with
Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales
occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except
in compliance with the applicable laws of such jurisdiction.

For further details, see “Offer Procedure” beginning on page 437.

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The above information is given for the benefit of the Bidders. Our Company and the BRLMs are not liable for
any amendments or modification or changes in applicable laws or regulations, which may occur after the date of
this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that
the number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations.

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 SECTION VIII – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

Capitalized terms used in this section have the meanings that have been given to such terms in the
Articles of Association of our Company. The main provisions of the Articles of Association of our Company
(“Articles”) are detailed below.

APPLICABILITY OF TABLE F

Subject as hereinafter provided and in so far as these presents do not modify or exclude them the regulations
contained in Table ‘F’ of Schedule I of the Companies Act, 2013, as amended from time to time, shall apply
to the Company only so far as they are not inconsistent with any of the provisions contained in these Articles
or modification thereof or are not expressly or by implication excluded from these Articles.

The regulations for the management of our Company and for the observance of the members thereto and
their representatives, shall, subject to any exercise of the statutory powers of our Company with reference to
the deletion or alteration of or addition to its regulations by Special Resolution as prescribed or permitted by
the Companies Act, 2013, as amended, be such as are contained in these Articles.

The Articles of Association of the Company comprise two parts, Part A and Part B, which parts shall, unless
the context otherwise requires, co-exist with each other until the date of the filing of the red herring
prospectus of the Company with the relevant registrar of companies (“RHP Filing Date”) in connection
with its initial public offering (the “IPO” of the “Equity Shares” of the Company). In case of inconsistency
or contradiction, conflict or overlap between Part A and Part B, the provisions of Part B shall, subject to
applicable law, prevail and be applicable. All articles of Part B shall automatically terminate and cease to
have any force and effect on and from the RHP Filing Date and the provisions of Part A shall continue to be
in effect and be in force, without any further corporate or other action, by the Company or by its shareholders.

PART A

1. INTERPRETATION

1.1 In these Articles:-

Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same
meaning as in the Act or any statutory modifications thereof in force at the date at which the Articles
become binding on the Company. In these Articles, all capitalized items not defined herein below shall
have the meanings assigned to them in the other parts of these Articles when defined for use.

“Act” means the Companies Act, 2013 and the Companies Act, 1956 (in each case, to the extent
applicable), the rules and regulations prescribed thereunder, as now enacted or as the same may from time
to time be amended, replaced or re-enacted;

"Articles" shall mean the articles of association of the Company as amended from time to time

“Auditors" means independent, statutory auditors of the Company;

“Beneficial Owner” shall mean beneficial owner as defined in clause (a) of sub-section (1) of Section 2
of Depositories Act, 1996 (including any statutory modification or re-enactment thereof);

“Board” means the board of directors of the Company in office at the relevant time;

“Business Day” means a day (other than a Saturday or Sunday or public holiday in India or the United
States of America) on which banks are open in the United States of America, Mumbai, Hyderabad,
Telangana, India, for general commercial business;

“Business Plan” means the business plan for the Company, relating to the relevant Financial Year;

“Company” means “PREMIER ENERGIES LIMITED” called by whatever name.

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“Consent” means any consent, approval, authorization, waiver, permit, grant, franchise, license,
certificate, exemption, permission, order, registration, declaration, filing, report or notice of, with, to,
from or by any Person, including any third party consents, not limited to lender consents, in each case,
evidenced in writing;

“Contract” means any agreements, contracts, instruments, obligations, offers, legally binding
commitments, arrangements and understandings, (whether written or oral) including all loan agreements,
indentures, letters of credit (including related letter of credit applications and reimbursement obligations),
mortgages, security agreements, pledge agreements, deeds of trust, bonds, notes, guarantees, surety
obligations, warranties, licenses, franchise, permits, powers of attorney, purchase orders, leases, including
any amendment variation, termination or extension under or in respect of any of the foregoing;

“Control” (including with correlative meaning, the terms, Controlling and Controlled by), with respect to
a Person, means the acquisition or control of more than 50% (fifty per cent.) of the voting rights or of the
issued share capital of such Person or the right to appoint or remove all or the majority of the members of
the board of directors or other governing body of such Person, the power to direct or cause the direction of
the management, to manage and exercise significant influence on the management or policies of such
Person, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the
possession of voting rights, through Contract or otherwise;

“Depository” means a company formed and registered within the meaning of the Act, and which has been
granted a Certificate of registration to act as a depository under the Securities and Exchange Board of India
Act, 1992;

“Depositories Act” means the Depositories Act, 1996 or any statutory modification or re-enactment
thereof;

“Director” means a director for the time being of the Company and includes any person appointed as a
director of the Company in accordance with these Articles and the provisions of the Act, from time to time;

“Encumbrance” (including with correlative meaning, the term, Encumber) means any mortgage, pledge,
charge (whether fixed or floating), hypothecation, lien, security interest or other encumbrances of any kind
securing or conferring any priority of payment in respect of any obligation of any Person and includes
without limitation any right granted by a transaction which, in legal terms, is not the granting of security
but which has an economic or financial effect similar to the granting of security;

“Equity Share Capital” means in relation to the Company, its equity share capital within the meaning of
Section 43 of the Act, as amended from time to time;

“Equity Shares” means equity shares of the Company having a face value of INR 1 (Rupee One) each;

“Financial Year” means a continuous period of 12 (twelve) months commencing on 1 April of a calendar
year and ending on 31 March in the immediately succeeding calendar year;

“General Meetings” shall mean any duly convened meeting of the Shareholders of the Company and
includes an extra-ordinary general meeting;

“Governmental Authority” means any governmental, regulatory or statutory authority, government

department, agency, commission, board, tribunal or court or other entity authorized to make Laws, rules
or regulations or pass directions, orders or awards, having or purporting to have jurisdiction or any state or
other subdivision thereof or any municipality, district or other subdivision thereof having jurisdiction
pursuant to applicable Laws;

“Key Managerial Personnel” in relation to the Company, means collectively, the chief executive
officer/managing director/manager, the company secretary, the whole-time directors, the chief financial
officer, such other officer, not more than one level below the Directors who is in whole-time employment,
designated as key managerial personnel by the Board and such other officer as maybe prescribed.

“Law” means

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 i. in relation to the Persons domiciled or incorporated in India, all applicable statutes, enactments, acts
of legislature or Parliament, Laws, ordinances, rules, by-Laws, regulations, notifications, guidelines,
policies, directions, directives and orders of any Governmental Authority, various governmental
agencies, statutory and/or regulatory authorities or any stock exchange(s) in India or in any
jurisdiction but applicable to such Persons domiciled or incorporated in India; and

ii. in relation to Persons domiciled or incorporated overseas, all applicable statutes, enactments, acts of
legislature, Laws, ordinances, rules, by-Laws, regulations, notifications, guidelines, policies,
directions, directives and orders of any Governmental Authority, various governmental agencies,
statutory and/or regulatory authorities or any stock exchange(s) of the relevant jurisdiction of such
Persons;

“Litigation” includes any action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry
or investigation of any nature, civil, criminal, regulatory or otherwise, in Law or in equity, pending by or
before any court, tribunal, arbitrator or other Governmental Authority;

“Member” means a member of the Company within the meaning of Clause (55) of Section 2 of the Act,
as amended from time to time;

"Memorandum of Association" shall mean the memorandum of association of the Company, (as from
time to time amended, modified or supplemented);

“Office” means the registered office of the Company;

“Ordinary Course of Business” means the usual and ordinary course of business consistent with past
custom and practice, being in compliance with applicable Law in all material respects;

“Person shall mean any natural person, limited or unlimited liability company, body corporate or
corporation, limited liability partnership, partnership (whether limited or unlimited), proprietorship,
voluntary association, joint venture, unincorporated organization Hindu undivided family, trust, union,
association, government or any agency or political subdivision thereof or any other entity that whether
acting in an individual, fiduciary or other capacity may be treated as a person under applicable Law;

“Preference Share Capital” means in relation to the Company, its preference share capital within the
meaning of Section 43 of the Act, as amended from time to time;

“Representative” means, in relation to a Party, its Affiliates and their directors, officers, managers,
employees (including those on secondment), agents, advisers, accountants and consultants of that Party
and / or of its respective Affiliates;

“SEBI Regulations” shall mean the Securities and Exchange Board of India Act, 1992, and the rules and
regulations framed thereunder as applicable to the Company, including but not limited to Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and
includes where the context so admits, any re-enactment or statutory modification thereof, for the time being
in force;

“Securities” means all classes of shares / securities in the share capital of the Company, including, without
limitation, the Equity Shares, compulsorily convertible debentures, preference shares, and any options,
warrants or other securities issued from time to time, which are convertible into or entitle the holder to
acquire or receive any Equity Shares, or preference shares;

“Shareholder” or “Members” means any Person who holds any Equity Shares, preference shares and
convertible Securities of the Company and shall include Beneficial Owners whose names are entered as
Beneficial Owners in the records of the Depository(ies);

“Shares” means a share in the Share Capital of the Company and includes stock.

“Share Capital” means Equity Share Capital and Preference Share Capital;

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 “Transfer” (including with correlative meaning, the term, Transferred and Transferring) includes any
transfer, assignment, sale, disposal, lease, alienation, amalgamation, merger or Encumbrance, in each case,
whether voluntary or involuntary; and

“Working Hours” means 9:00 AM to 6: 00 PM in the relevant location, on a Business Day.

1.2 The terms “writing” or “written” include printing, typewriting, lithography, photography and any other
mode or modes (including electronic mode) of representing or reproducing words in a legible and non-
transitory form.

1.3 The headings hereto shall not affect the construction hereof.

1.4 Notwithstanding anything contained in these Articles, any reference to a “person” in these Articles shall,
unless the context otherwise requires, be construed to include a reference to a body corporate or an
association, any individual, company, partnership, joint venture, firm, trust or body of individuals
(whether incorporated or not).

1.5 Any reference to a particular statute or provisions of the statute shall be construed to include reference to
any rules, regulations or other subordinate legislation made under the statute and shall, unless the context
otherwise requires, include any statutory amendment, modification or re-enactment thereof.

1.6 Any reference to an agreement or other document shall be construed to mean a reference to the agreement
or other document, as amended or novated from time to time.

2. PUBLIC COMPANY

2.1 The Company is a public company as defined in clause (71) of Section 2 of the Act.

3. SHARE CAPITAL AND VARIATION OF RIGHTS

3.1 The authorized Share Capital of the Company shall be as per Clause V of the Memorandum of
Association with the power to increase or reduce or re-classify such capital from time to time in
accordance with the Articles and the legislative provisions for the time being in force in this regard and
with the power also to divide the Shares in the capital for the time being into Equity Share Capital and
Preference Share Capital and to attach thereto respectively any preferential, qualified or special rights,
privileges or conditions, in accordance with the provisions of the Act and these Articles.

3.2 Subject to the provisions of the Act and other provisions of these Articles, the shares in the capital of the
Company shall be under the control of the directors who may issue, allot or otherwise dispose of the
same or any of them to such persons, in such proportion and on such terms and conditions and either at
a premium or at par and at such time as they may from time to time think fit and with the approval of the
Company in a General Meeting, if any required under the applicable provisions of law, to give to any
person or persons the option or right to call for any shares either at par or premium during such time and
for such consideration as the Directors deem fit, and may issue and allot shares in the capital of the
Company on payment in full or part of any property sold and transferred or for any services rendered to
the Company in the conduct of its business and any shares which may so be allotted may be issued as
fully paid shares and if so issued, shall be deemed to be fully paid shares. Provided that option or right
to call of shares shall not be given to any person or persons without the approval of the Company in the
General Meeting.

3.3 Subject to the provisions of the Act, the Company may issue sweat equity shares if such issue is
authorized by a special resolution passed by the Company in the general meeting. The Company may
also issue equity shares to its employees including directors, employees including directors of its
Subsidiaries under an employee stock option plan (ESOP) adopted by the Company in accordance with
the provisions of the Act and these Articles.

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3.4 A further issue of Shares may be made in any manner whatsoever as the Board may determine including
by way of preferential offer or private placement, subject to and in accordance with the Act. Save as
otherwise provided herein, the Company shall be entitled to treat the registered holder of any Share as
the absolute owner thereof and accordingly shall not, except as ordered by a court of competent
jurisdiction, or as by Law required, be bound to recognize any equitable or other claim to or interest in
such Shares on the part of any other Person.

3.5 Further, the Board shall be entitled to issue, from time to time, subject to applicable Law, any other
securities, including securities convertible into shares, exchangeable into shares, or carrying a warrant,
with or without any attached securities, carrying such terms as to coupon, returns, repayment, servicing,
as may be decided by the terms of such issue.

3.6 Except as required by law, no Person shall be recognised by the Company as holding any share upon any
trust, and the Company shall not be bound by, or be compelled in any way to recognise (even when
having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in
any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any
other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

3.7 The Company may exercise the powers of paying commissions conferred by sub-section (6) of Section
40 of the Act, provided that the rate per cent or the amount of the commission paid or agreed to be paid
shall be disclosed in the manner required by that section and rules made there under. The rate or amount
of the commission shall not exceed the rate or amount prescribed in rules made under sub-section (6) of
section 40 of the Act. The commission may be satisfied by the payment of cash or the allotment of fully
or partly paid shares or partly in the one way and partly in the other.

3.8 If at any time the share capital is divided into different classes of shares, the rights attached to any class
(unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions
of Section 48 of the Act, and whether or not the Company is being wound up, be varied with the Consent
in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special
resolution passed at a separate meeting of the holders of the shares of that class. To every such separate
meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis apply,
but so that the necessary quorum shall be at least two Persons holding at least one third of the issued
shares of the class in question.

3.9 The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall
not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to
be varied by the creation or issue of further shares ranking pari passu therewith.

3.10 Subject to the provisions of Section 55 of the Act and other provisions these Articles , any preference
shares may, be issued on the terms that they are to be redeemed on such terms and in such manner as the
Company before the issue of the shares may, by a resolution, determine.

4. DEMATERIALISATION OF SECURITIES

4.1 Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize its
Shares, debentures and other securities and offer such Shares, debentures and other securities in a
dematerialized form pursuant to the Depositories Act, 1996 and the regulations made thereunder.

4.2 Notwithstanding anything contained in the Articles, and subject to the provisions of the Law for the time
being in force, the Company shall on a request made by a beneficial owner, re-materialize the Shares,
which are in dematerialized form as per the provisions of the Act.

4.3 Every person subscribing to Securities offered by the Company shall have the option to receive Security
certificates or to hold the Securities with a Depository. Such a person who is the Beneficial Owner of the
Securities can at any time opt out of a Depository, if permitted by law, in respect of any Security in the
manner provided by the Depositories Act, and the Company shall, in the manner and within the time
prescribed, issue to the Beneficial Owner the required certificates of Securities.

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4.4 If a person opts to hold his Security with a Depository, the Company shall intimate such Depository the
details of allotment of the Security, and on receipt of the information, the Depository shall enter in its
record, the name of the allottee as the Beneficial Owner of the Security.

4.5 All Securities held by a Depository shall be dematerialised and shall be in fungible form. No Certificate
shall be issued for the Securities held by the Depository. Nothing contained in Section 89 of the Act shall
apply to a Depository in respect of the Securities held by it on behalf of the Beneficial Owners.

4.6 Nothing contained in Section 56 of the Act or these Articles, shall apply to a transfer of Securities effected
by a transferor and transferee, both of whom are entered as Beneficial Owners in the records of a
Depository and such transfer of the Securities shall be in accordance with the Depositories Act and SEBI
Regulations.

4.7 Notwithstanding anything contained in the Act or these Articles, where the Securities are dealt with in or
by a Depository, the Company shall intimate the details of allotment of relevant Securities to the
Depository within 07 days on allotment of such Securities.

4.8 Nothing contained in the Act or these Articles regarding the necessity of having distinctive numbers for
Securities issued by the Company shall apply to Securities held with a Depository.

4.9 The register of Members and index of Beneficial Owners maintained by a Depository under the
Depositories Act shall be deemed to be the register and index of Members and other Security holders for
the purposes of these Articles.

4.10 Rights of Depositories and Beneficial Owners:

(i) Notwithstanding anything to the contrary contained in the Act or these Articles, a Depository shall
be deemed to be the Registered Owner for the purpose of effecting transfer of ownership of Security
on behalf of the Beneficial Owner.

(ii) Save as otherwise provided in (a) above, the Depository as the Registered Owner of the Securities
shall not have any voting rights or any other rights in respect of the Securities held by it.

(iii) Every person holding Securities of the Company and whose name is entered in the register of
Member or whose name appears as the Beneficial Owner in the records of the Depository shall be
deemed to be a Member of the Company and as absolute owner thereof and accordingly, shall not
(except as ordered by competent Court or any other applicable law) be bound to recognize any
benami trust or equity or equitable contingent or other claim to or interest in such share on the part
of any other person whether or not it shall have express or implied notice. The Beneficial Owners
of Securities shall be entitled to all the rights and benefits and be subject to all the liabilities in
respect of their Securities which are held by the Depository.

4.11 Notwithstanding anything in the Act or these Articles to the Contrary, where Securities are held in a
Depository, the records of the beneficial ownership may be served by such Depository on the company
by means of electronic mode or by delivery of floppies or discs or any other mode as prescribed by Law
from time to time.

5. SHARE CERTIFICATES

5.1 Unless the Shares have been issued in dematerialized form, every person whose name is entered as a
Member in the register of Members shall be entitled to receive one certificate for all his Shares without
payment of any charges.

5.2 Every certificate of Shares shall be under the seal of the Company, if any, and shall specify the number
and distinctive numbers of Shares to which it relates and amount paid-up thereon and shall be signed by
two Directors or by a Director and the Company Secretary.

5.3 If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back thereof
for endorsement of transfer or in case of sub-division or consolidation of Shares, then upon production

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 and surrender thereof to the Company, a new certificate may be issued in lieu thereof, and if any
certificate is lost or destroyed then upon proof thereof to the satisfaction of the Company and on execution
of such indemnity as the Company deems adequate, a new certificate in lieu thereof shall be given to the
party entitled to such lost or destroyed certificate.

6. LIEN

6.1 The Company shall have a first and paramount lien –

(i) every security (not being a fully paid-up) registered in the name of each Member or holder,
respectively (whether solely or jointly with others) to the extent of monies called or payable in
respect thereof, and upon the proceeds of sale thereof for all monies (whether presently payable
or not) called, or payable at a fixed time, in respect of such Share or debenture; and

(ii) on all Securities on all Shares or debentures (not being fully paid Shares or debentures) standing
registered in the name of a single Person, for all monies presently payable by him or his estate
to the Company; and no equitable interest in any Share or debenture shall be created except
upon the footing and condition that this Article will have full effect and such lien shall extend
to all dividends and bonuses from time to time declared in respect of such Shares/debentures.
Further, the Fully paid-up Shares shall be free from all Liens and in case of partly paid-up
Shares, the Company’s Lien shall be restricted to moneys called or payable at a fixed time in
respect of such shares.

Provided that the Board of directors may at any time declare any share to be wholly or in part
exempt from the provisions of this Article.

6.2 The fully paid-up shares shall be free from all liens.

6.3 The Company’s Lien, if any, on a Share shall extend to all dividends and bonuses declared and payable by
the Company from time to time in respect of such securities.

6.4 The Company’s Lien, if any, on a debenture shall extend to the interest payable from time to time in respect
of such debentures.

6.5 The Company may sell, in such manner as the Board thinks fit, any Securities on which the Company has a
lien:

Provided that no sale shall be made –

(i) unless a sum in respect of which the lien exists is presently payable; or

(ii) until the expiration of 14 (fourteen) days after a notice in writing stating and demanding payment
of such part of the amount in respect of which the lien exists as is presently payable, has been given
to the registered holder for the time being of the share or the Person entitled thereto by reason of his
death or insolvency.

6.6 To give effect to any such sale, the Board may authorise some Person to transfer the shares sold to the
purchaser thereof.

(i) The purchaser shall be registered as the holder of the Securities comprised in any such transfer.

(ii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title
to the Securities be affected by any irregularity or invalidity in the proceedings in reference to the
sale.

(iii) The proceeds of the sale shall be received by the Company and applied in payment of such part of the
amount in respect of which the lien exists as is presently payable. The residue, if any, shall, subject
to a like lien for sums not presently payable as existed upon the Securities before the sale, be paid to
the Person entitled to the shares at the date of the sale.

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7. CALLS ON SHARES

7.1 Subject to the provisions of the Act, the Board may, from time to time, make calls upon the Members in
respect of any monies unpaid on their Securities (whether on account of the nominal value of the
Securities or by way of premium) and not by the conditions of allotment thereof made payable at fixed
times:

(i) Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at
less than one month from the date fixed for the payment of the last preceding call.

(ii) Each Member shall, subject to receiving at least 14 (fourteen) days' notice specifying the time or
times and place of payment, pay to the Company, at the time or times and place so specified, the
amount called on his shares.

(iii) A call may be revoked or postponed at the discretion of the Board.

7.2 The power to call on shares shall not be delegated to any other person except with the approval of the
shareholders’ in a General Meeting.

7.3 A call shall be deemed to have been made at the time when the resolution of the Board authorizing the
call was passed and may be required to be paid by installments.

7.4 The joint holders of Securities shall be jointly and severally liable to pay all calls in respect thereof.

7.5 If a sum called in respect of a Securities is not paid before or on the day appointed for payment thereof,
the Person from whom the sum is due shall pay interest thereon from the day appointed for payment
thereof to the time of actual payment at ten per cent per annum or at such lower rate, if any, as the Board
may determine. The Board shall be at liberty to waive payment of any such interest wholly or in part.

7.6 Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date,
whether on account of the nominal value of the share or by way of premium, shall, for the purposes of
these regulations, be deemed to be a call duly made and payable on the date on which by the terms of
issue such sum becomes payable.

In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of
interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of
a call duly made and notified.

7.7 The Board –

a) may, if it thinks fit, subject to the provisions of Section 50 of the Act, receive from any Member
willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held
by him; and

b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become
presently payable) pay interest at such rate not exceeding, unless the Company in general meeting
shall otherwise direct, 12% (twelve per cent) per annum, as may be agreed upon between the Board
and the Member paying the sum in advance.

7.8 Where any calls for further Share Capital are made on the Shares of a class, such calls shall be made on
a uniform basis on all Shares falling under that class. For the purposes of this Article, Shares of the same
nominal value on which different amounts have been paid-up shall not be deemed to fall under the same
class.

Provided that money paid in advance of calls on any Share may carry interest but shall not confer a right
to dividend or to participate in profits.

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 The Member shall not be entitled to any voting rights in respect of the moneys so paid by him until the
same would, but for such payment, become presently payable.

The provisions of these Articles shall mutatis mutandis apply to any calls on Debentures of the Company.

8 TRANSFER OF SHARES

8.1 Notwithstanding anything contained herein, in the case of transfer of Equity Shares or other Securities
where the Company has not issued any certificates and where the Equity Shares or Securities are being
held in an electronic and fungible form, the provisions of Depositories Act and SEBI (Depositories and
Participants) Regulations, 2018 shall apply. The Company shall use common form of transfer, as
prescribed under the Act, in all cases.

8.2 The Board may decline to recognize any instrument of transfer unless the instrument of transfer of any
Securities in the Company shall be executed by or on behalf of both the transferor and transferee in
accordance with Section 56 of the Act.

The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered
in the register of Members in respect thereof.

8.3 Subject to the provisions of these Articles, Sections 58 and 59 of the Act and Section 22A of the Securities
Contracts (Regulation) Act, 1956, and other applicable provisions of the Act or any other law for the
time being in force, the Board may decline or refuse by giving reasons, to register or acknowledge any
transfer of, or the transmission by operation of law of the right to, any securities or interest of a Member
in the Company, after providing sufficient cause, within a period of thirty days from the date on which
the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to
the Company. Provided that the registration of transfer of any securities shall not be refused on the ground
of the transferor being alone or jointly with any other person or persons, indebted to the Company on any
account whatsoever except where the Company has a lien on shares.

8.4 Transfer of shares/debentures in whatever lot shall not be refused.

8.5 The Board may, subject to the right of appeal conferred by section 58 decline to register –

(i) the transfer of Securities, not being a fully paid share, to a Person of whom they do not approve; or

(ii) any transfer of Securities on which the Company has a lien.

8.6 The Board may decline to recognise any instrument of transfer unless –

(i) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of section
56;

(ii) the instrument of transfer is accompanied by the certificate of the Securities to which it relates,
and such other evidence as the Board may reasonably require to show the right of the transferor
to make the transfer; and

(iii) the instrument of transfer is in respect of only one class of Securities.

8.7 On giving not less than 7 (seven) days' previous notice in accordance with Section 91 of the Act and rules
made thereunder, the registration of transfers may be suspended at such times and for such periods as the
Board may from time to time determine:

Provided that such registration shall not be suspended for more than thirty days at any one time or for
more than forty-five days in the aggregate in any year.

8.8 No fee shall be charged for registration of transfer, transmission, probate, succession certificate and
letters of administration, certificate of death or marriage, power of attorney or similar other document.

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9 TRANSMISSION OF SHARES

9.1 On the death of a Member, the survivor or survivors where the Member was a joint holder, and his
nominee or nominees or legal representatives where he was a sole holder, shall be the only Persons
recognised by the Company as having any title to his interest in the Securities.

Nothing in this article shall release the estate of a deceased joint holder from any liability in respect of
any share which had been jointly held by him with other Persons.

9.2 Any Person becoming entitled to a Securities in consequence of the death or insolvency of a Member
may, upon such evidence being produced as may from time to time properly be required by the Board
and subject as hereinafter provided, elect, either –

(i) to be registered himself as holder of the Securities; or

(ii) to make such transfer of the share as the deceased or insolvent Member could have made.

9.3 The Board shall, in either case, have the same right to decline or suspend registration as it would have
had, if the deceased or insolvent Member had transferred the share before his death or insolvency.

9.4 If the Person so becoming entitled shall elect to be registered as holder of the share himself, he shall
deliver or send to the Company a notice in writing signed by him stating that he so elects.

If the Person aforesaid shall elect to transfer the Securities, he shall testify his election by executing a
transfer of the Securities.

All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the
death or insolvency of the Member had not occurred and the notice or transfer were a transfer signed by
that Member.

9.5 A Person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled
to the same dividends and other advantages to which he would be entitled if he were the registered holder
of the share, except that he shall not, before being registered as a Member in respect of the share, be
entitled in respect of it to exercise any right conferred by membership in relation to meetings of the
Company:

Provided that the Board may, at any time, give notice requiring any such Person to elect either to be
registered himself or to transfer the share, and if the notice is not complied with within ninety days, the
Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of
the share, until the requirements of the notice have been complied with.

10 FORFEITURE OF SHARES

10.1 If a Member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the
Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid,
serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with
any interest which may have accrued.

10.2 The notice aforesaid shall–

(i) name a further day (not being earlier than the expiry of fourteen days from the date of service of
the notice) on or before which the payment required by the notice is to be made; and

(ii) state that, in the event of non-payment on or before the day so named, the shares in respect of
which the call was made shall be liable to be forfeited.

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10.3 If the requirements of any such notice as aforesaid are not complied with, any Securities in respect of
which the notice has been given may, at any time thereafter, before the payment required by the notice
has been made, be forfeited by a resolution of the Board to that effect.

10.4 A forfeited Security may be sold or otherwise disposed of on such terms and in such manner as the Board
thinks fit. At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such
terms as it thinks fit.

10.5 A Person whose Securities have been forfeited shall cease to be a Member in respect of the forfeited
Securities, but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies
which, at the date of forfeiture, were presently payable by him to the Company in respect of the shares.
The liability of such Person shall cease if and when the Company shall have received payment in full of
all such monies in respect of the Securities.

10.6 (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of
the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration,
shall be conclusive evidence of the facts therein stated as against all Persons claiming to be entitled to
the Securities;

(ii) The Company may receive the consideration, if any, given for the share on any sale or disposal thereof
and may execute a transfer of the Securities in favour of the Person to whom the share is sold or disposed
of;

(iii) The transferee shall thereupon be registered as the holder of the share; and

(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall
his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the
forfeiture, sale or disposal of the share.

10.7 The provisions of these articles as to forfeiture shall apply in the case of nonpayment of any sum which,
by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal
value of the share or by way of premium, as if the same had been payable by virtue of a call duly made
and notified.

11 FURTHER ISSUE OF SHARES

11.1 The Company may, from time to time, in accordance with the provisions of the Act, increase the share
capital by such sum, to be divided into shares of such amount, as may be specified in the resolution.

11.2 Where at any time the Board or the Company, as the case may be, propose to increase the subscribed
capital by the issue of further shares then such shares shall be offered, subject to the provisions of section
62 of the Act, and the rules made thereunder:

(A)

(i) To the persons who at the date of the offer are holders of the Equity Shares of the Company, in
proportion as nearly as circumstances admit, to the paid-up share capital on those shares by
sending a letter of offer subject to the conditions mentioned in (ii) to (iv) below;

(ii) The offer aforesaid shall be made by notice specifying the number of shares offered and limiting
a time not being less than 15 (fifteen) days or such lesser number of days as may be prescribed
under applicable Indian law and not exceeding 30 (thirty) days from the date of the offer, within
which the offer if not accepted, shall be deemed to have been declined.

(iii) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to
renounce the shares offered to him or any of them in favour of any other person and the notice
referred to in sub-clause(ii) shall contain a statement of this right;

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 (iv) after the expiry of the time specified in the notice aforesaid or on receipt of earlier intimation from
the person to whom such notice is given that he declines to accept the shares offered, the Board
may dispose of them in such manner as may be prescribed under applicable law; or

(B) to employees under any scheme of employees’ stock option subject to Special Resolution passed
by the Company and subject to the rules and such other conditions, as may be prescribed under
applicable law; or

(C) to any person(s), if it is authorised by a Special Resolution, whether or not those persons include
the persons referred to in clause (A) or clause (B) above either for cash or for a consideration other
than cash, subject to compliance with applicable law;

11.3 Nothing in this Article shall apply to the increase of the subscribed capital of a Company caused by the
exercise of an option attached to the debentures issued or loan raised by the Company to convert such
debentures or loans into shares in the Company (whether such option is conferred in these Articles or
otherwise) or to subscribe for shares in the Company;

Provided that the terms of issue of such debentures or the terms of such loans containing such option:

(a) Either has been approved by the Central Government before the issue of debentures or the raising
of the loans or is in conformity with rules, if any, made by that Government in this behalf; and

11.4 Notwithstanding anything contained in 11.3 above, where any debentures have been issued or loan has
been obtained from any Government by the Company, and if that Government considers it necessary in
the public interest so to do, it may, by order, direct that such debentures or loans or any part thereof shall
be converted into shares in the Company on such terms and conditions as appear to the Government to
be reasonable in the circumstances of the case even if terms of the issue of such debentures or the raising
of such loans do not include a term for providing for an option for such conversion.

Provided that where the terms and conditions of such conversion are not acceptable to the Company, it
may, within sixty days from the date of communication of such order, appeal to the Tribunal which shall
after hearing the company and the Government pass such order as it deems fit.

11.5 In determining the terms and conditions of conversion as provided in 11.4 above, the Government shall
have due regard to the financial position of the Company, the terms of issue of debentures or loans, as
the case may be, the rate of interest payable on such debentures or loans and such other matters as it may
consider necessary

11.6 Where the Government has, by an order made as provided in 11.4 above, directed that any debenture or
loan or any part thereof shall be converted into shares in the Company and where no appeal has been
preferred to the Tribunal as provided in 11.4 above or where such appeal has been dismissed, the
Memorandum of Association of the Company shall, where such order has the effect of increasing the
authorized Share Capital of the Company, be altered and the authorized share capital of the Company
shall stand increased by an amount equal to the amount of the value of shares which such debentures or
loans or part thereof has been converted into.

12 ALTERATION OF CAPITAL

12.1 The company may, from time to time, by ordinary resolution increase the share capital by such sum, to
be divided into shares of such amount, as may be specified in the resolution.

12.2 Subject to the provisions of Section 61 of the Act and Articles, the Company may, from time to time by
ordinary resolution:

(i) consolidate and divide all or any of its share capital into shares of larger amount than its existing
shares;

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 (ii) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up
shares of any denomination;

(iii) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the
memorandum;

(iv) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed
to be taken by any Person.

12.3 Where Equity Shares are converted into stock,—

(i) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to
the same regulations under which, the shares from which the stock arose might before the
conversion have been transferred, or as near thereto as circumstances admit:

Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so,
however, that such minimum shall not exceed the nominal amount of the shares from which the
stock arose.

(ii) the holders of stock shall, according to the amount of stock held by them, have the same rights,
privileges and advantages as regards dividends, voting at meetings of the Company, and other
matters, as if they held the shares from which the stock arose; but no such privilege or advantage
(except participation in the dividends and profits of the Company and in the assets on winding up)
shall be conferred by an amount of stock which would not, if existing in shares, have conferred that
privilege or advantage.

(iii) such of the regulations of the Company as are applicable to paid-up shares shall apply to stock and
the words “Equity Share” and “Shareholder” in those regulations shall include “stock” and “stock-
holder” respectively.

12.4 The Company may, by special resolution, reduce in any manner and with, and subject to, any incident
authorised and Consent required by law,—

(i) its share capital;

(ii) any capital redemption reserve account; or
(iii) any share premium account.

13 CAPITALISATION OF PROFITS

13.1 (i) The Company may its in general meeting and subject to Articles may, upon the recommendation of
the Board, resolve –

(a) that it is desirable to capitalise any part of the amount for the time being standing to the credit
of any of the Company's reserve accounts, or to the credit of the, profit and loss account, or
otherwise available for distribution; and

(b) that such sum be accordingly set free for distribution in the manner specified in Article (ii)
amongst the Members who would have been entitled thereto, if distributed by way of dividend
and in the same proportions.

(ii)The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision in this Article,
either in or towards –

(a) paying up any amounts for the time being unpaid on any shares held by such Members
respectively;

(b) paying up in full, unissued shares of the Company to be allotted and distributed, credited as
fully paid-up, to and amongst such Members in the proportions aforesaid;

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 (c) partly in the way specified in sub-clause (a) and partly in that specified in sub-clause (b);

(d) A securities premium account and a capital redemption reserve account may, for the purposes
of this regulation, be applied in the paying up of unissued shares to be issued to Members of the
Company as fully paid bonus shares;

(e) The Board shall give effect to the resolution passed by the Company in pursuance of this
regulation.

13.2 Whenever such a resolution as aforesaid shall have been passed, the Board shall –

(i) make all appropriations and applications of the undivided profits resolved to be capitalised
thereby, and all allotments and issues of fully paid shares if any; and

(ii) generally do all acts and things required to give effect thereto.

13.3 The Board shall have power –

(i) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise
as it thinks fit, for the case of shares becoming distributable in fractions; and

(ii) to authorise any Person to enter, on behalf of all the Members entitled thereto, into an agreement
with the Company providing for the allotment to them respectively, credited as fully paid-up, of
any further shares to which they may be entitled upon such capitalisation, or as the case may
require, for the payment by the Company on their behalf, by the application thereto of their
respective proportions of profits resolved to be capitalised, of the amount or any part of the
amounts remaining unpaid on their existing shares;

13.4 Any agreement made under such authority shall be effective and binding on such Members.

14 BUY-BACK OF SHARES

14.1 Notwithstanding anything contained in these Articles but subject to the provisions of Sections 68 to 70
of the Act and other applicable provisions of the Law, the Company shall have the power to buy-back its
own Shares or other securities, as it may consider necessary.

15 GENERAL MEETINGS

15.1 All general meetings other than annual general meeting shall be called extra-ordinary general meeting.

15.2 The Board may, whenever it thinks fit, call an extraordinary general meeting. If at any time directors
capable of acting who are sufficient in number to form a quorum are not within India, any director or any
two Members of the Company may call an Extraordinary General Meeting in the same manner, as nearly
as possible, as that in which such a meeting may be called by the Board.

15.3 The Board shall on the requisition of such number of member or members of the Company as is specified
in Section 100 of the Act, forthwith proceed to call an extra-ordinary General Meeting of the Company
and in respect of any such requisition and of any meeting to be called pursuant thereto, all other provisions
of Section 100 of the Act shall for the time being apply.

15.4 A meeting of the Shareholders shall be convened by serving at least 21 (twenty one) days’ prior written
notice, to all the Shareholders, with such notice being accompanied by an agenda setting out in reasonable
detail the items of business proposed to be transacted thereat together with the relevant information and
/ or supporting documents (including the text of the proposed resolutions) pertaining thereto, and an
explanatory statement containing the relevant information relating to the agenda for the meeting of the
Shareholders, provided that a meeting of the Shareholders may be convened by a shorter notice subject
to applicable Law.

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16 PROCEEDINGS AT GENERAL MEETINGS

16.1 No business shall be transacted at any general meeting unless a quorum of Members is present at the time
when the meeting proceeds to business.. Save as otherwise provided herein, the quorum for the general
meetings shall be as provided in section 103.

16.2 The Chairman, if any, of the Board shall preside as Chairman at every general meeting of the Company.

16.3 If there is no such Chairman, or if he is not present within fifteen minutes after the time appointed for
holding the meeting, or is unwilling to act as Chairman of the meeting, the directors present shall elect
one of their Members to be Chairman of the meeting.

16.4 If at any meeting no director is willing to act as Chairman or if no director is present within fifteen
minutes after the time appointed for holding the meeting, the Members present shall choose one of their
Members to be Chairman of the meeting.

16.5 The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so
directed by the meeting, adjourn the meeting from time to time and from place to place.

17 ADJOURNMENT OF MEETING

17.1 No business shall be transacted at any adjourned meeting other than the business left unfinished at the
meeting from which the adjournment took place.

17.2 When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting.

17.3 Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice
of an adjournment or of the business to be transacted at an adjourned meeting.

18 VOTING RIGHTS

18.1 Subject to any rights or restrictions for the time being attached to any class or classes of Shares:

(a) on a show of hands, every Member present in person shall have 1 (one) vote; and

(b) on a poll, the voting rights of Members shall be in proportion to their share in the paid-up Equity
Share Capital.

18.2 A Member may exercise his vote at a meeting by electronic means in accordance with section 108 and
shall vote only once.

18.3 In the case of joint holders, the vote of the senior who tenders a vote, whether in Person or by proxy,
shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall
be determined by the order in which the names stand in the register of Members.

18.4 A Member of unsound mind, or in respect of whom an order has been made by any court having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal
guardian, and any such committee or guardian may, on a poll, vote by proxy.

18.5 Any business other than that upon which a poll has been demanded may be proceeded with, pending the
taking of the poll.

18.6 No Member shall be entitled to vote at any general meeting unless all calls or other sums presently
payable by him in respect of shares in the Company have been paid.

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18.7 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting
at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall
be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the
meeting, whose decision shall be final and conclusive.

19 PROXY

19.1 The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is
signed or a notarised copy of that power or authority, shall be deposited at the registered office of the
Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the
Person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the
time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid.

19.2 An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.

19.3 A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the
previous death or insanity of the principal or the revocation of the proxy or of the authority under which
the proxy was executed, or the transfer of the shares in respect of which the proxy is given:

Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been
received by the Company at its office before the commencement of the meeting or adjourned meeting at
which the proxy is used.

20 BOARD OF DIRECTORS

Subject to the provisions of the Act, the number of Directors shall not be less than 3 (three) and more than 15
(fifteen), provided that the Company may appoint more than 15 (fifteen) directors after passing a special
resolution. The Company shall have such minimum number of independent Directors on the Board of the
Company, as may be required in terms of the provisions of applicable Laws and regulations. Further, the
appointment of such independent Directors shall be in terms of, and subject to, the aforesaid provisions of
applicable Law.

20.1 Subject to the provisions of the Act, the Board shall have the power to determine the Directors whose
period of office is or is not liable to determination by retirement of directors by rotation.

20.2 None of the directors shall be required to hold any qualification shares in the Company.

20.3 Subject to Section 197 and other applicable provisions of the Act, the remuneration of Directors may be
a fixed sum by way of monthly payment or a percentage of the net profits or partly by one way and partly
by the other.

20.4 The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue
from day-to-day.

20.5 In addition to the remuneration payable to them in pursuance of the Act, the Company, as the case may
be, shall reimburse members of the board for reasonable travel and out-of-pocket expenses incurred to
attend meetings of the board, Shareholders and committees in accordance with the Company’s directors’
remuneration and expense reimbursement policy, if any.

20.6 The Company may exercise the powers conferred on it by section 88 with regard to the keeping of a
foreign register; and the Board may (subject to the provisions of that section) make and vary such
regulations as it may thinks fit respecting the keeping of any such register.

20.7 All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all
receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise
executed, as the case may be, by such Person and in such manner as the Board shall from time to time by
resolution determine.

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20.8 Every director present at any meeting of the Board or of a committee thereof shall sign his name in a
book to be kept for that purpose.

20.9 Subject to the provisions of section 149, and other provisions of these Article the Board shall have power
at any time, and from time to time, to appoint a Person as an additional director, provided the number of
the directors and additional directors together shall not at any time exceed the maximum strength fixed
for the Board by these Articles. Such Person shall hold office only up to the date of the next annual
general meeting of the Company but shall be eligible for appointment by the Company as a director at
that meeting subject to the provisions of the Act.

21 PROCEEDINGS OF THE BOARD

21.1 The Board shall meet at least once every quarter and at least 4 (four) times a year and the audit committee
of the Company shall meet on a half-yearly basis. At least 7 (seven) Business Days’ notice of each Board
(or committee of the Board) meeting shall be given prior to such meeting or such shorter period as the
directors on the Board (or committee of the Board). The agenda for each Board (or committee of the Board)
meeting and all agenda papers connected therewith and / or proposed to be placed or tabled before the
Board (or committee of the Board) shall be circulated together with the notice for such meeting. Meetings
of the Board (or committee of the Board) may be held at any place which has been designated in the notice
of the meeting or at such place as may be approved by the Board (or committee of the Board).

The quorum for a meeting of the Board (or committee of the Board) shall be the presence of such number
of directors as required under the applicable Law,. If the quorum is not present, then the meeting shall be
adjourned by 7 (seven) days, to be held at the same place and time as the original meeting and at such
adjourned meeting, the directors present shall form quorum. It is clarified that no other matters, other than
as set out in the agenda for the original meeting, shall be discussed at the adjourned meeting.

21.2 Members of the Board or any committee thereof shall be entitled to participate in a meeting of the Board
or such committee by means of telephone conference, video conference or similar communications
equipment, provided the same is permitted by applicable Laws, by means of which all Persons participating
in the meeting can hear each other, and participation pursuant to this provision shall, if permitted by
applicable Law, constitute presence in Person at such meeting and be counted for the purpose of
constituting valid quorum.

21.3 Subject to applicable Law, no resolution shall be deemed to have been duly passed by the Board by
circulation or written Consent, unless the resolution has been circulated in draft, together with the
information and documents required to make a fully-informed good faith decision with respect to such
resolution, if any, to all the directors on the Board, at their usual address registered with the Company
(whether in India or abroad) and delivery by post, email, courier or through such other means as may be
permissible under applicable Law.

21.4 Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be
decided by a majority of votes.

21.5 The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their
number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors
or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of
summoning a general meeting of the Company, but for no other purpose.

21.6 The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting
of such member or members of its body as it thinks fit. Any committee so formed shall, in the exercise of
the powers so delegated, conform to any regulations that may be imposed on it by the Board.

21.7 All acts done in any meeting of the Board or of a committee thereof or by any Person acting as a director,
shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment
of any one or more of such directors or of any Person acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such director or such Person had been duly appointed and was qualified
to be a director.

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21.8 Every Director shall at the first meeting of the Board in which he participates as a Director and thereafter
at the first meeting of the Board in every financial year or whenever there is any change in the disclosures
already made, then the first meeting held after such change, disclose his concern or interest in any company,
companies or bodies corporate, firms or other associations of individuals which shall include the
shareholding in such manner as may be prescribed under the Act and the rules framed thereunder.

21.9 Subject to the provisions of the Act, no Director shall be disqualified by his office from contracting with
the Company nor shall any such contract entered into by or on behalf of the Company in which any Director
shall be in any way interested be avoided, nor shall any Director contracting or being so interested be liable
to account to the Company for any profit realized by any such contract by reason only of such Director
holding that office or of the fiduciary relations thereby established provided that every Director who is in
any way whether directly or indirectly concerned or interested in a contract or arrangement, entered into
or to be entered into by or on behalf of the Company, shall disclose the nature of his concern or interest at
a meeting of the Board and shall not participate in such meeting as required under Section 184 and other
applicable provisions of the Act, and his presence shall not count for the purposes of forming a quorum at
the time of such discussion or vote.

22 MANAGING/WHOLE-TIME DIRECTORS AND KEY MANAGERIAL PERSONNEL CHIEF

EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL
OFFICER

22.1 Subject to the provisions of the Act, the Board may from time to time appoint one or more Directors to be
the managing Director/ whole-time Director of the Company on such remuneration and terms and
conditions as the Board may think fit, and for a fixed term or without any limitation as to the period for
which he is to hold such office and from time to time and subject to the provisions of any contract between
him and the Company, remove or dismiss him from office and appoint another in his place. Subject to the
provisions of the Act, in particular to the prohibitions and restrictions contained in Section 179 thereof, the
Board may, from time to time, entrust to and confer upon the managing Director / whole-time Director, for
the time being, such of the powers exercisable hereunder by the Board, as it may think fit, and may confer
such powers, for such time and be exercised for such objects and purposes, and upon such terms and
conditions and with such restrictions as it thinks fit, and the Board may confer such power, either
collaterally with or to the exclusion of, and in substitution for any of the powers of the Board in that behalf
and may, from time to time, revoke, withdraw, alter or vary all or any of such powers.

22.2 Subject to the provisions of any contract between him and the Company, the managing Director/ whole-
time director, shall be subject to the same provisions as to resignation and removal as the other Directors
and shall ipso facto and immediately cease to be the managing Director if he ceases to hold the office of
Director for any cause.

22.3 Subject to the provisions of the Act, the managing Director/whole-time Director shall, in addition to the
remuneration payable to him as a Director of the Company, receive such remuneration as may be
sanctioned by the Board from time to time and such remuneration may be fixed by way of salary or bonus
or commission or participation in profit, or perquisites and benefits or by some or all of these modes.

22.4 Subject to the provisions of the Act and Article 104:

(i) A chief executive officer, manager, company secretary or chief financial officer may be appointed by
the Board for such term, at such remuneration and upon such conditions as it may thinks fit; and any
chief executive officer, manager, company secretary or chief financial officer so appointed may be
removed by means of are resolution of the Board;

(ii) A director may be appointed as chief executive officer, manager, company secretary or chief financial
officer.

22.5 A provision of the Act or these Articles requiring or authorising a thing to be done by or to a Director
and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied
by its being done by or to the same Person acting both as director and as, or in place of, chief executive
officer, manager, company secretary or chief financial officer.

477
23 THE SEAL

23.1 The affixation of common seal is not required

24 DIVIDENDS AND RESERVE

24.1 The Company in general meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board.

24.2 Subject to the provisions of Section 123 of the Act and Article 104, the Board may from time to time pay
to the Members such interim dividends as appear to it to be justified by the profits of the Company.

24.3 The Board may, before recommending any dividend, set aside out of the profits of the Company such
sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for
any purpose to which the profits of the Company may be properly applied, including provision for
meeting contingencies or for equalizing dividends; and pending such application, may, at the like
discretion, either be employed in the business of the Company or be invested in such investments (other
than shares of the Company) as the Board may, from time to time, thinks fit.

The Board may also carry forward any profits which it may consider necessary not to divide, without
setting them aside as a reserve.

24.4 Subject to the rights of Persons, if any, entitled to shares with special rights as to dividends, all dividends
shall be declared and paid according to the amounts paid or credited as paid on the shares in respect
whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the Company,
dividends may be declared and paid according to the amounts of the shares.

24.5 No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this
regulation as paid on the share.

24.6 All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on
the shares during any portion or portions of the period in respect of which the dividend is paid; but if any
share is issued on terms providing that it shall rank for dividend as from a particular date such share shall
rank for dividend accordingly.

24.7 The Board may deduct from any dividend payable to any Member all sums of money, if any, presently
payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.

24.8 Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or
warrant sent through the post directed to the registered address of the holder or, in the case of joint
holders, to the registered address of that one of the joint holders who is first named on the register of
Members, or to such Person and to such address as the holder or joint holders may in writing direct.

24.9 Every such cheque or warrant shall be made payable to the order of the Person to whom it is sent.

24.10 Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses
or other monies payable in respect of such share.

24.11 Notice of any dividend that may have been declared shall be given to the Persons entitled to share therein
in the manner mentioned in the Act.

24.12 No dividend shall bear interest against the Company.

24.13 Nothing herein shall be deemed to prohibit the capitalization of profits or reserves of the Company for
the purpose of issuing fully paid-up bonus Shares or paying up any amount for the time being unpaid on
any Shares held by the Members of the Company.

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24.14 The Company shall comply with the provisions of the Act in respect of any dividend remaining unpaid
or unclaimed with the Company. Where the Company has declared a dividend but which has not been
paid or claimed within 30 (thirty) days from the date of declaration, the Company shall, within 7 (seven)
days from the date of expiry of the 30 (thirty) day period, transfer the total amount of dividend which
remains so unpaid or unclaimed, to a special account to be opened by the Company in that behalf in any
scheduled bank, to be called “Unpaid Dividend Account of Premier Energies Limited” Any money
transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed for a
period of 7 (seven) years from the date of such transfer, shall be transferred by the Company along with
interest accrued, if any, thereon to the Investor Education and Protection Fund established under the Act.
No unclaimed or unpaid dividend shall be forfeited by the Board before claim on such dividend becomes
barred by applicable Law.

25 ACCOUNTS

25.1 Subject to the provisions of the Act, the Company shall keep at its registered office, proper books of
accounts and other relevant books and papers and financial statement for every financial year which give
a true and fair view of the state of the affairs of the Company, including that of its branch office or offices,
if any, and explain the transactions effected both at the registered office and its branches and such books
shall be kept on accrual basis and according to the double entry system of accounting, provided that all
or any of the books of account aforesaid may be kept at such other place in India as the Board may decide
and when the Board so decides the Company shall, within 7 (seven) days of the decision file with the
registrar a notice in writing giving the full address of that other place, provided further that the Company
may keep such books of accounts or other relevant papers in electronic mode in such manner as provided
in Section 128 of the Act and the rules framed thereunder.

25.2 The Board shall from time to time determine whether and to what extent and at what times and places
and under what conditions or regulations, the accounts and books of the Company, or any of them, shall
be open to the inspection of Members not being directors. subject to provisions of the Act and these
Articles. Each Director shall be entitled to examine the books, accounts and records of the Company, and
shall have free access, at all reasonable times and with prior written notice, to any and all properties and
facilities of the Company. The Company shall provide such information relating to the business, affairs
and financial position of the Company as any Director may reasonably require.

25.3 Subject to the provisions of Article 109, no Member (not being a director) shall have any right of
inspecting any account or book or document of the Company except as conferred by law or authorised
by the Board or by the Company in general meeting.

26 WINDING UP

26.1 Subject to the provisions of the Act:

(i) If the Company shall be wound up, the liquidator may, with the sanction of a special resolution of
the Company and any other sanction required by the Act, divide amongst the Members, in specie
or kind, the whole or any part of the assets of the Company, whether they shall consist of property
of the same kind or not.

(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property
to be divided as aforesaid and may determine how such division shall be carried out as between
the Members or different classes of Members.

(iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees
upon such trusts for the benefit of the contributories if he considers necessary, but so that no
Member shall be compelled to accept any shares or other securities whereon there is any liability.

27 AUDIT

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27.1 The statutory auditors of the company shall be appointed, their remuneration shall be fixed, rights, duties
and liabilities shall be regulated and their qualifications and disqualifications shall be in accordance with
the provisions of Sections 139 to 148 (both inclusive) of the Act.

27.2 The Directors may fill up any casual vacancy in the office of the auditors within 30 (thirty) days subject
to the provisions of Sections 139 and 140 of the Act and the rules framed thereunder.

27.3 The remuneration of the auditors shall be fixed by the Company in the annual General Meeting or in such
a manner as the Company in the annual General Meeting may determine except that, subject to the
applicable provisions of the Act, remuneration of the first or any auditor appointed by the Directors may
be fixed by the Directors.

27.4 The Company shall also appoint the internal auditor to conduct internal audit of the functions and
activities of the Company in accordance with the provisions of the Act.

28 POWER TO BORROW

28.1 Subject to Article, hereof the Board may, from time to time at their discretion raise or borrow, or secure
the repayment of any loan or advance taken by the Company. Any such moneys may be raised and the
payment or repayment of such moneys may be secured in such manner and upon such terms and
conditions in all respects as the Board deems fit and, in particular by promissory notes, or by opening
current accounts or by receiving deposits, loans and advances at interest, with or without security, or by
the issue of debentures of debenture-stock of the Company charged upon all or any part of the property
of the Company (both present and future), including its uncalled capital for the time being, or by
mortgaging, charging or pledging any lands, buildings, machinery, plants, goods or other property and
securities of the Company, or by such other means as to Board may seem expedient.

28.2 The Board of Directors shall not except with the consent of the Company by way of a special resolution,
borrow moneys where the moneys to be borrowed together with the moneys already borrowed by the
Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of
business) exceeds the aggregate of paid up capital of the Company, its free reserves and securities
premium.

28.3 Subject to the Act and the provisions of these Articles, any bonds, debentures, debenture-stock or other
securities issued or to be issued by the Company shall be under the control of the Board, who may issue
them upon such terms and conditions and in such manner and for such consideration as the Board shall
consider to be for the benefit of the Company.

29 INDEMNITY AND INSURANCE

29.1 Every officer of the Company shall be indemnified out of the assets of the Company against any liability
incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in
his favour or in which he is acquitted or in which relief is granted to him by the court or the Tribunal.

29.2 The Company shall indemnify, defend and hold harmless all directors on the Board who was or is a party
or is threatened to be made a party to any pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he or she is or was a director of the
Company, as the case may be, to the fullest extent permitted by applicable Law, from and against all
expenses and costs including without limitation, reasonable legal fees (the Expenses), damages,
judgments, fines, penalties and amounts paid in settlement, actually incurred by him or her in connection
with such action, suit or proceeding.

31 GENERAL POWER

31.1 Wherever in the Act, it has been provided that the Company shall have any right, privilege or authority
or that the Company could carry out any a particular action or transaction only if the Company is so
authorized by its articles, then and in that case this Article authorizes and empowers the Company to

480
 have such rights, privileges or authorities and to carry out such transaction as have been permitted by the
Act, without there being any specific Article in that behalf herein provided.

PART B

Part B of the Articles of Association provides for, amongst other things, the rights and obligations of certain
Shareholders pursuant to the Shareholders’ Agreement. For more details of the Shareholders’ Agreement, see
“History and Certain Corporate Matters – Shareholders’ agreement and other key agreements” on page 248.

481
 SECTION IX – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following documents and contracts which have been entered or are to be entered into by our
Company (not being contracts entered into in the ordinary course of business carried on by our Company and
includes contracts entered into until the date of this Draft Red Herring Prospectus) which are, or may be deemed
material will be attached to the copy of the Red Herring Prospectus and filed with the RoC. Copies of the contracts
and documents for inspection referred to hereunder, may be inspected at our Registered Office, from 10.00 am to
5.00 pm on all Working Days and will also be available on the website of our Company at
https://premierenergies.com/investor-relations/ipo-documents from the date of the Red Herring Prospectus until
the Bid/Offer Closing Date, except for such contracts and documents that will be entered into or executed
subsequent to the completion of the Bid/Offer Closing Date.

Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified
at any time if so required in the interest of our Company or if required by other parties, without reference to the
Shareholders, subject to compliance of the provisions contained in the Companies Act and other applicable law.

Material Contracts to the Offer

1. Offer Agreement dated April 19, 2024 entered into among our Company, the Selling Shareholders and
the BRLMs.

2. Registrar Agreement dated April 18, 2024 entered into among our Company, the Selling Shareholders
and the Registrar to the Offer.

3. Monitoring Agency Agreement dated [●] entered into between our Company and the Monitoring
Agency.

4. Cash Escrow and Sponsor Bank Agreement dated [●] entered into among our Company, the Selling
Shareholders, the BRLMs, the Syndicate Members, Banker(s) to the Offer and the Registrar to the Offer.

5. Share Escrow Agreement dated [●] entered into among the Selling Shareholders, our Company and the
Share Escrow Agent.

6. Syndicate Agreement dated [●] entered into among the Members of the Syndicate, our Company, the
Selling Shareholders and the Registrar to the Offer.

7. Underwriting Agreement dated [●] entered into among our Company, the Selling Shareholders and the
Underwriters.

Material Documents

1. Certified copies of our Memorandum of Association and Articles of Association, as amended from time
to time.

2. Certificates of incorporation dated April 3, 1995 and August 6, 2019, and a fresh certificate of
incorporation dated September 25, 2019 upon conversion into a public company.

3. Resolution of our Board dated March 12, 2024 approving the Offer and other related matters.

4. Shareholders’ resolution dated March 12, 2024 approving the Fresh Issue and other related matters.

5. Resolution of our Board dated April 18, 2024 approving this Draft Red Herring Prospectus for filing with
SEBI and the Stock Exchanges.

6. Resolution of our Board dated April 18, 2024 taking on record the consent and authorisation of the Selling
Shareholders to participate in the Offer for Sale.

7. Resolution of our Board and our Shareholders dated February 17, 2024 and March 6, 2024 respectively,
respectively, in relation to terms of remuneration of our Chairman and Whole-Time Director, Surender
Pal Singh Saluja and Managing Director, Chiranjeev Singh Saluja.

482
8. Consent letters and authorisations from the Selling Shareholders consenting to participate in the Offer
for Sale.

9. Shareholders’ agreement dated September 10, 2021, entered into between our Company, South Asia
Growth Fund II Holdings LLC, South Asia EBT Trust, Surender Pal Singh Saluja, Chiranjeev Singh
Saluja, Vivana Saluja, Manjeet Kaur Saluja, Charandeep Singh Saluja, Jasveen Kaur, Niha Technologies
Private Limited, Niyathi Naidu Madasu, Vignesh Nallapa Reddy and Sudha Moola.

10. Appointment letter dated December 20, 2016 and salary revision letter dated March 6, 2024 issued by
our Company to Surender Pal Saluja, our Chairman and Whole-Time Director, read along with
resolutions in relation to remuneration passed by our Board and by our Shareholders dated February 17,
2024 and March 6, 2024 respectively.

11. Appointment letter dated December 20, 2016 and salary revision letter dated March 6, 2024 issued by
our Company to Chiranjeev Singh Saluja, our Managing Director, read along with resolutions in relation
to remuneration passed by our Board and by our Shareholders dated February 17, 2024 and March 6,
2024 respectively.

12. Appointment letter dated July 1, 2019 and salary revision letter dated March 6, 2024 issued by our
Company to Revathi Rohini Buragadda, our Executive Director, read along with resolutions in relation
to remuneration passed by our Board and by our Shareholders dated February 17, 2024 and March 6,
2024 respectively.

13. Employment agreement dated April 8, 2022 entered into between PEPPL and Chandramauli Kumar, our
Head – Manufacturing and Technology.

14. The amendment agreement dated December 19, 2022 entered into between our Company, South Asia
Growth Fund II Holdings LLC, South Asia EBT Trust, Surender Pal Singh Saluja, Chiranjeev Singh
Saluja, Vivana Saluja, Manjeet Kaur Saluja, Charandeep Singh Saluja, Jasveen Kaur, Niha Technologies
Private Limited, Niyathi Naidu Madasu, Vignesh Nallapa Reddy, Sudha Moola and Rama Moola.

15. The second amendment agreement dated April 18, 2024 entered into between our Company, South Asia
Growth Fund II Holdings LLC, South Asia EBT Trust, Surender Pal Singh Saluja, Chiranjeev Singh
Saluja, Vivana Saluja, Manjeet Kaur Saluja, Charandeep Singh Saluja, Jasveen Kaur, Niha Technologies
Private Limited, Niyathi Naidu Madasu, Vignesh Nallapa Reddy, Sudhir Moola, Surender Pal Saluja
Trust and Chiranjeev Saluja Trust.

16. Share subscription agreement dated May 11, 2022 and a shareholders’ agreement dated May 11, 2022
entered into amongst our Company, Azure Power India Private Limited and Azure Power Makemake
Private Limited.

17. The project cost vetting report dated April 18, 2024 issued by RCT Solutions GmbH.

18. Copies of the annual reports of our Company for the Fiscals 2023, 2022 and 2021.

19. The examination report dated March 14, 2024 of the Statutory Auditor on our Restated Consolidated
Financial Information.

20. The report dated April 19, 2024 on the statement of special tax benefits available to the Company, its
shareholders and its material subsidiaries from the Statutory Auditor.

21. Consent dated April 19, 2024 from Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditor,
holding a valid peer review certificate from ICAI, to include their name as required under section 26 (5)
of the Companies Act read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus and as an
“expert” as defined under Section 2(38) of the Companies Act to the extent and in their capacity as our
Statutory Auditor, and in respect of their (i) examination report, dated March 14, 2024 on our Restated
Consolidated Financial Information; and (ii) their report dated April 19, 2024 on the statement of special
tax benefits included in this Draft Red Herring Prospectus and such consent has not been withdrawn as
on the date of this Draft Red Herring Prospectus.

22. Consent dated April 19, 2024 from Manian and Rao, Chartered Accountants, holding a valid peer review
certificate from ICAI, to include their name as required under Section 26(5) of the Companies Act, 2013

483
 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as
defined under Section 2(38) of the Companies Act, 2013 in respect of the various certifications issued
by them in their capacity as an independent chartered accountant to our Company and such consent has
not been withdrawn as on the date of this Draft Red Herring Prospectus.

23. Consent dated April 19, 2024, from the independent chartered engineer, namely RBSA Advisors LLP,
to include their name in this Draft Red Herring Prospectus and as an “expert” as defined under Section
2(38) of the Companies Act, 2013, to the extent and in their capacity as a chartered engineer, in relation
to their certificate dated April 19, 2024.

24. Certificate dated April 19, 2024, from Manian and Rao, Chartered Accountants, certifying the KPIs of
our Company.

25. Certificate dated April 18, 2024, from practicing company secretary in relation to the missing and
untraceable RoC forms.

26. Consents of: (a) each of the Selling Shareholders, our Directors, our Promoters, Promoter Group, our
Group Companies, our Company Secretary and Compliance Officer, our Statutory Auditor, previous
auditor, the legal counsel to the Company, the bankers to our Company, lenders to our Company
(wherever applicable), industry report provider, independent chartered accountant, independent chartered
engineer, project cost vetting report provider, the BRLMs and Registrar to the Offer

27. Consent letter dated April 18, 2024 from Frost & Sullivan (India) Private Limited to rely on and
reproduce part or whole of the F&S Report and include their name in this Draft Red Herring Prospectus.

28. Industry report titled “Industry Report on Solar Cell and Module Market” dated April 18, 2024 prepared
and issued by Frost & Sullivan (India) Private Limited, commissioned and paid for by our Company and
engagement letter dated February 4, 2024.

29. In-principle listing approvals dated [●] and [●] from the BSE and the NSE, respectively.

30. Tripartite Agreement dated April 3, 2024 among our Company, NSDL and the Registrar to the Offer.

31. Tripartite Agreement dated April 3, 2024 among our Company, CDSL and the Registrar to the Offer.

32. Due diligence certificate to SEBI from the BRLMs, dated April 19, 2024.

33. SEBI final observation letter number [●] dated [●].

484
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Surender Pal Singh Saluja

Designation: Chairman and Whole-Time Director

Date: April 19, 2024
Place: Melbourne, Australia

485
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Chiranjeev Singh Saluja

Designation: Managing Director

Date: April 19, 2024
Place: Hyderabad, Telangana

486
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Revathi Rohini Buragadda

Designation: Executive Director
Date: April 19, 2024
Place: Toronto, Canada

487
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Abhishek Loonker
Designation: Non-Executive Director
Date: April 19, 2024
Place: Mumbai, Maharashtra

488
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Sridhar Narayan
Designation: Non-Executive Director
Date: April 19, 2024
Place: Mumbai, Maharashtra

489
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Uday Sudhir Pilani

Designation: Independent Director
Date: April 19, 2024
Place: Hyderabad, Telangana

490
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Rohan Mehta
Designation: Independent Director
Date: April 19, 2024
Place: Hyderabad, Telangana

491
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Ragunathan Kannan
Designation: Independent Director
Date: April 19, 2024
Place: Hyderabad, Telangana

492
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Jasbir Singh Gujral

Designation: Independent Director
Date: April 19, 2024
Place: Tehri, Uttrakhand

493
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Priyanka Gulati
Designation: Independent Director
Date: April 19, 2024
Place: New Delhi

494
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE GROUP CHIEF FINANCIAL OFFICER OF OUR COMPANY

Nand Kishore Khandelwal

Date: April 19, 2024

Place: Hyderabad, Telangana

495
 DECLARATION BY SELLING SHAREHOLDER

We, South Asia Growth Fund Holdings II LLC, hereby confirm that all statements, disclosures and
undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus about or in relation to
ourselves, as a Selling Shareholder and the Equity Shares being offered by us in the Offer for Sale, are true and
correct. We assume no responsibility for any other statements, disclosures or undertakings, including, any of the
statements, disclosures or undertakings made or confirmed by the Company, any other Selling Shareholder or any
other person(s) in this Draft Red Herring Prospectus.

For and on behalf of South Asia Growth Fund Holdings II LLC

Name: Stuart Barkoff

Designation: Managing Partner
Date: April 19, 2024
Place: Arlington, Virginia, USA

496
 DECLARATION BY SELLING SHAREHOLDER

We, South Asia EBT Trust, hereby confirm that all statements, disclosures and undertakings specifically made
or confirmed by us in this Draft Red Herring Prospectus about or in relation to ourselves, as a Selling Shareholder
and the Equity Shares being offered by us in the Offer for Sale, are true and correct. We assume no responsibility
for any other statements, disclosures or undertakings, including, any of the statements, disclosures or undertakings
made or confirmed by the Company, any other Selling Shareholder or any other person(s) in this Draft Red Herring
Prospectus.

For and on behalf of South Asia EBT Trust

Name: Poojan Baxi

Designation: Authorized Signatory
Date: April 19, 2024
Place: Mumbai, Maharashtra

497
 DECLARATION BY SELLING SHAREHOLDER

I, Chiranjeev Singh Saluja, hereby confirm that all statements, disclosures and undertakings specifically made
or confirmed by me in this Draft Red Herring Prospectus about or in relation to myself, as a Selling Shareholder
and the Equity Shares being offered by me in the Offer for Sale, are true and correct. I assume no responsibility
for any other statements, disclosures or undertakings, including, any of the statements, disclosures or undertakings
made or confirmed by the Company, any other Selling Shareholder or any other person(s) in this Draft Red Herring
Prospectus.

Chiranjeev Singh Saluja

Date: April 19, 2024
Place: Hyderabad, India

498