Indian Renewable

Track record of growth, geared towards high quality assets, diversified asset book and stable profitability.

Strategic role in Government of India initiatives in the Renewable Energy sector.

Established and trusted brand name operating in a rapidly expanding sector.

Digitized process for borrower centricity and operational scalability, with presence across India.

Comprehensive data-based credit appraisal process and risk-based pricing, with efficient post-disbursement project monitoring and recovery processes.

Access to diversified and cost-effective long-term sources of borrowing with a [judicious approach] towards asset-liability management.

Experienced senior management with in-depth sector expertise and professionally qualified employee base.

Its business and financial performance could suffer if the company is unable to effectively manage the quality of its growing asset portfolio and control the level of the company non-performing assets ("NPAs").

Volatility in interest rates could adversely affect its business, net interest income and net interest margin, which in turn would adversely affect the company`s business, results of operations and financial condition.

Its may be unable to secure borrowings on commercially acceptable terms and at competitive rates, which could adversely affect its business, results of operations and financial condition.

Projects and schemes for generating electricity and energy through renewable sources like solar, wind, hydro, biomass, waste-to-energy and new and emerging technologies have inherent risks and, to the extent they materialize, could adversely affect its business, results of operations and financial condition.

The COVID-19 has had, and a similar pandemic could have, certain adverse effects on its business, operations, cash flows and financial condition.

The company credit ratings have been downgraded in the past. Any future downgrade in its credit ratings could adversely affect the company business, results of operations and financial condition.

The company operates in a highly competitive environment and increased competition in lending to the RE sector, including to new and emerging technologies, could have a material adverse effect on its business, results of operations and financial condition.

The company level of indebtedness and the restrictive covenants in its borrowing agreements that the company have with its lenders could adversely affect its ability to react to changes in the company`s business environment, limit its flexibility in managing its business and maintaining the growth of the company loan portfolio, which may in turn have a material adverse effect on its business, results of operations and financial condition.

Its business is entirely concentrated in, and dependent on, the Indian RE sector, which in general has many challenges and effective addressing of these risks are key to the growth of the sector. If risks in the sector are not managed effectively, the sector growth will suffer, and its business and operations will in turn will also be adversely affected.

The RBI prudential norms are applicable to it and if the level of non-performing assets in the company loan portfolio were to increase, owing to changes to NPA classification norms or otherwise, its business, results of operations and financial condition would be adversely affected.

The poor health of State DISCOMs may lead to delays in payments to RE projects that its finance. This poses a risk which may adversely affect the repayment capability of the company borrowers.

Certain DISCOMs that purchase electricity from its borrowers and certain states have sought revision in the terms of their existing PPAs. A downward revision in the tariffs could negatively affect the cash flows and financial conditions of its borrowers and may affect their repayment capabilities.

There are outstanding litigations involving the Company and any adverse outcome in any of these litigations may have an adverse impact on its business, results of operations and financial condition.

The company is exposed to fluctuations in foreign exchange rates, which in turn could adversely affect its results of operation and financial condition.

If the company is unable to manage its growth effectively, its business, results of operations and financial condition could be adversely affected.

The company is subject to requirements, including capital adequacy requirements, imposed by the RBI. Any failure to meet these requirements or any change by the RBI in the regulatory regime for Government NBFCs, may adversely affect its business, results of operations and financial condition.

Any increase in contingent liabilities could have a material adverse effect on its business, results of operations and financial condition.

Certain of its historical corporate records in connection with the allotment of the company Equity Shares are not traceable. Its cannot assure you that there will not be any imposition of penalty in the future in relation to these matters, which may impact its financial condition and reputation.

The Company and its borrowers are required to comply with GoI policies. The company may fail to obtain certain regulatory approvals in the ordinary course of its business in a timely manner or at all, or to comply with the terms and conditions of its existing regulatory approvals and licenses. In addition, the company business is subject to periodic inspections by the RBI, and its non-compliance with observations made by the RBI during these inspections, or significant lapses identified by the RBI in course of inspections, could expose it to penalties and restrictions.

The company operates a 50 MW solar project in Kerala which may be subject to tariff changes by Kerala State Electricity Regulatory Commission ("KSERC"), which, among other factors, may adversely affect the viability of the project.

The company have concentration of loans in certain states. Any economic downturn in those states, natural disasters affecting those states or change in regulations in those states affecting its RE borrowers could lead to increase in defaults by borrowers in those states.

The company have a concentration of loans to certain customers, and if the financial conditions of these customers deteriorate, its asset quality, financial condition and results of operations could be materially and adversely affected.

Its may face asset-liability mismatches that could adversely affect the company cash flows, financial condition and results of operations.

The company borrowers that relied upon Renewable Energy Certificates ("RECs") as part of their project cash flow and financial models may experience financial and cash flow issues as the market for RECs has not been realized as originally expected.

If the company fail to identify, monitor and manage risks and effectively implement its risk management policies, it could have a material adverse effect on the company business, financial condition and results of operations.

The success of its business depends on the company ability to attract and retain its senior management and highquality employees, and the loss of their services could have a material adverse effect on its business, results of operations and financial condition.

If the company borrowers default on their obligations to it, the company may be unable to recall their loans on a timely basis, or at all, or realize the expected value of its collateral and this may have a material adverse effect on its results of operations and financial condition.

The company offer innovative financing schemes to adapt to evolving business needs, some of which requires it to relies on projections regarding prospective income. There can be no assurance that the company will be able to recover amounts due to it under such arrangements if its borrowers are unable to generate adequate revenues.

The escrow account mechanism and the trust and retention account arrangements implemented by it as a quasi-security mechanism in connection with payment obligations of its borrowers may not be effective, which could adversely affect the company results of operations and financial condition.

The company have granted loans to private sector borrowers on a non-recourse or limited recourse basis, which increases the risk of non-recovery and may adversely affect its financial condition.

The company borrower`s insurance of assets may not be adequate to protect them against all potential losses to which they may be subject to, which could affect its ability to recover the loan amounts due to it.

sanctioned loan may not be disbursed in full, but if its called upon to disburse more of the company sanctioned loans in a given period than its had projected, its may have to borrow more funds under cash credit/overdraft facilities, which may subject it to a higher interest rate expense than the company long-term sources of funding.

The company has had negative cash flows from operations in recent periods. There is no assurance that such negative cash flows from operations shall not recur in the future.

The company is required to comply with SEBI regulations and other statutory requirements in respect of its public and privately placed debt securities, which are listed on the Stock Exchanges.

The Company may not be in compliance with certain provisions of the SEBI Listing Regulations.

Any non-compliance under the Companies Act, 2013 may subject it to regulatory actions and penalties and the company business, financial condition and reputation may be adversely affected.

As a financial institution focused on financing of RE and energy efficiency, its have received certain grants and tax benefits and its borrowers may have received certain tax benefits, subsidies and incentives in the past. The company cannot assure you that such grants, benefits, subsidies and incentives will be available to it and/or its borrowers in the future, which may have an adverse effect on its business, profits, results of operations and financial condition.

Certain properties used by the Company for the purposes of its operations are leased by the Company. These title deeds are not in the Company`s name. Any termination of the contractual agreements in connection with such properties or its failure to renew the same could adversely affect its business, results of operations and financial condition.

Its may not be able to detect money-laundering and other illegal or improper activities fully or on a timely basis.

Weaknesses, disruptions, failures or cybersecurity events in its IT systems could adversely impact the company business.

Its business may be subject to negative publicity, which could have a material adverse effect on its business, results of operations and financial condition.

The company may be unable to adequately protect its intellectual property and may be subject to risks of infringement claims.

If the company were to incur a serious uninsured loss or a loss that significantly exceeds the limits of its insurance policies, it could have a material adverse effect on its business, results of operations and financial condition.

The company may face labour disruptions and employee misconduct that could adversely affect its business, results of operations and financial condition.

The company Statutory Auditor has included observations and certain emphasis of matters in the audit reports on the audited consolidated financial statements of the Company as at and for the year ended March 31, 2021 and on the audited standalone financial statements of the Company as at and for the years ended March 31, 2022 and 2023 and for the three months ended June 30, 2023. Further, they have included certain remarks in connection with the Companies (Auditor`s Report) Order, 2020/ Companies (Auditor`s Report) Order, 2016.

If the company is unable to establish and maintain an effective internal controls and compliance system, its business and reputation could be adversely affected.

Significant differences exist between Ind-AS and other accounting principles, such as U.S. GAAP and IFRS, which may be material to the financial statements prepared and presented in accordance with Ind-AS contained in this Draft Red Herring Prospectus.

The Company will continue to be controlled by the Promoter following this Offer.

The interests of the Promoter as its controlling shareholder may conflict with the interests of other shareholders.

Its ability to pay dividends in the future will depends on number of factors, including its profit after tax for the fiscal year, the company capital requirements, its financial condition, the company cash flows and applicable taxes and the payments will be subject to the CPSE Capital Restructuring Guidelines.

Industry information included in this Draft Red Herring Prospectus has been derived from an industry report prepared CARE Advisory Research & Training Limited exclusively commissioned by it in connection with the Offer and paid for by the BRLMs for such purpose.

The company have in the past entered into related party transactions and may need to or continue to do so in the future, which may potentially involve conflicts of interest with the equity shareholders.

Deployment of the Net Proceeds is entirely at its discretion and the Net Proceeds might not be applied in ways that increase the value of your investment. Further, it is not subject to any monitoring by any independent agency.

Its funding requirements and the proposed deployment of Net Proceeds are not appraised by any independent agency.

The Company has granted loans to its Directors, KMPs and Senior Management Personnel and there can be no assurance that the company will be able to recover such loans in a timely manner, or at all.

The company will not receive any proceeds from the Offer for Sale. Its Promoter will receive the net proceeds from the Offer for Sale.

The company have in this Draft Red Herring Prospectus included certain non-GAAP financial measures and certain other industry measures related to its operations and financial performance. These non-GAAP measures and industry measures may vary from any standard methodology that is applicable across the Indian financial services industry, and therefore may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies.

Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

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