Powerica Ltd IPO

The company is significantly dependent on its Generator Set Business, which contributed 85.00%, 86.30%, and 82.79% of the company`s revenue from operations in Fiscals 2025, 2024 and 2023, respectively. Any negative developments affecting the company`s Generator Set Business could have a material adverse impact on its business, financial condition, results of operations and prospects.

The company relies on its business collaborations, including with Cummins for engines and alternators for the company`s DG sets. Revenue from sale of DG sets powered by Cummins engines accounted for 70.39%, 71.04% and 56.77% of its revenue from operations for Fiscals 2025, 2024 and 2023, respectively. Similarly, the company relies on Hyundai for the supply of MSLG sets. Any supply disruption from such partners could adversely impact the company`s business and results of operations.

The independent power producer ("IPP") operations in our Wind Power Business which contributed 7.56%, 9.90% and 8.76% of the company`s total revenue from operations for Fiscals 2025, 2024 and 2023, respectively, rely on key relationships with OEMs to facilitate supply of components and effective O&M services across most of its Operational Wind Power Projects, as well as for future IPP developments. Any deterioration in these relationships, or performance or financial failure of our OEMs, could adversely affect the company`s business, results of operations, and financial condition.

The company has historically relied, and may continue to relies, on Cummins India and the company`s top five suppliers for a significant portion of its materials and components. If these key suppliers fails to deliver the required quantities, meet delivery schedules, or adhere to specified quality standards or technical specifications, the company`s business operations and financial condition could be adversely affected.

The company is dependents on its power purchase agreements ("PPAs") to sell power and generate the company`s revenue from operations. Furthermore, the terms of our PPAs may expose us to certain risks that may affect its future results of operations and cash flows.

Some of the land lease agreements for the company`s wind power projects have shorter terms than the corresponding power purchase agreements ("PPAs") entered into for the respective projects. The expiry and non-renewal of such land lease agreements prior to the end of the relevant PPA could potentially result in the premature termination of the corresponding PPA, which may have a material adverse effect on its business, cash flows, financial condition and results of operations.

The performance of the company`s Operational Wind Power Projects is significantly affected by seasonality, regulatory requirements, and environmental and physical conditions, all of which are subject to variability and unpredictability. Any adverse changes to these may negatively impact its business, financial condition, results of operations, and cash flows.

The company is exposed to credit risk from its customers and the recoverability of the company`s trade receivables is subject to uncertainties. Delays or defaults in payment by the customers could adversely affect its business, results of operations, financial condition and cash flows.

The company`s Generator Set Business is heavily dependent on the performance of the diesel generator set market in southern India and western India, particularly the markets in the states of Maharashtra, Karnataka, Tamil Nadu and Kerala, and any adverse changes in the conditions affecting these markets could adversely affect its business, results of operations and financial condition.

If power evacuation facilities are not made available by the time the company`s IPP power projects are ready to commence operations, the company may incur significant transmission costs or may be forced to back down from the grid, and its operations could be adversely affected.

Operational and technical difficulties may lead to reduced power generation below the company`s expectations. Repairing any failure could necessitate significant capital and resource expenditure, potentially having a material adverse effect on its business, cash flows, financial condition, and results of operations.

One of the company`s Independent Directors, Maheswar Sahu, is on the board of directors of a company whose securities have been suspended from trading on the Stock Exchanges.

Adoption, implementation and enforcement of increasingly stringent emission and noise standards could adversely affect the company`s business, results of operations and financial condition.

Demand for the company`s DG sets is significantly dependent upon unpredictable power outage events, seasonality and other events beyond our control that can lead to substantial variations in, and uncertainties regarding, the company`s financial results from period to period.

The company`s Wind Power Business is capital intensive, with significant ongoing investment required for the development, expansion, and maintenance of wind power projects. The company has estimated its expenditure based on current market conditions; however, actual costs may exceed these estimates due to factors such as rising input and commodity prices, higher costs or delays in securing rights of way for transmission lines and access roads, or unanticipated project delays. Such increases may affect the timing of financial closure and commissioning of the company`s projects, and may necessitate securing additional financing.

The IPP portfolio under the company`s Wind Power Business is concentrated in Gujarat, exposing the company to disruptions and risks resulting from conditions that may be specific to this region.

The company`s operations involve activities and materials which are hazardous in nature and could result in a suspension of operations, injury to the company`s personnel, emission of pollutants and/or the imposition of civil or criminal liabilities which could adversely affect its business, results of operations, cash flow and financial condition.

The company is exposed to significant risks from fixed price contracts in the company`s Wind Power Business that could cause the company to incur losses and affect its results of operations.

Any disruption affecting the company`s manufacturing facilities or Operational Wind Power Projects could have an adverse effect on its business, results of operations and financial condition.

Challenges in scaling up the company`s Wind Power Business operations and managing its joint arrangements with global players such as Vestas Wind Technology India Private Limited ("Vestas") and GE Renewable R&D India Private Limited ("GERI"), a member of the GE Vernova Group could negatively impact the company`s operations, financial condition, and growth objectives.

The viability of the company`s Wind Power Business is partially dependent on the cost of wind-generated electricity as compared to electricity generated from other sources of energy.

The company`s acquisition or possession of land for its own wind power projects or for joint development with OEMs may be subject to uncertainties and defects.

The company is required to comply with certain restrictive covenants under the company`s financing agreements. Any non-compliance may lead to, amongst others, accelerated repayment schedule and suspension of further drawdowns, which may adversely affect its business, results of operations, financial condition and cash flows.

The company has availed certain unsecured borrowings which are repayable on demand.

Certain of the company`s corporate records including form filings to RoC, board and shareholders` resolutions and challans in relation to RoC forms are not traceable. Additionally, the company is also unable to trace certain share transfer forms in relation to transfer of shares to/from our Promoters in the company`s corporate records.

The company faces high competition from conventional and other clean energy producers and any failures to respond to market changes in the power backup or renewable energy industry could adversely affect the company`s business, cash flows, financial condition and results of operations.

There have been discrepancies and delays with respect to certain regulatory filings and corporate actions taken by the Company. Consequently, the company may be subject to regulatory actions and penalties for such delays and its business, financial condition and reputation may be adversely affected.

The does not have certain documents evidencing the educational qualifications of one of the company`s Directors in the section entitled "the company`s Management" beginning on page 283 of this Draft Red Herring Prospectus.

The ability to deliver electricity generated by its wind power projects to the various counterparties requires the availability of and access to evacuation infrastructure and transmission systems. Non-availability of or damage to the evacuation infrastructure may impair the company`s ability to deliver electricity generated from its project, which could materially and adversely affect the company`s business, cash flows, financial condition and results of operations.

The company`s Wind Power Business operations require periodic maintenance for which the company engage operation and maintenance (O&M) contractors and incur operation and maintenance (O&M) expenses. Any significant increase in the company`s O&M expenses will have a negative impact on its profitability.

The company is subjects to performance risk from third parties under service and supply contracts. Non-performance, delayed performance, or delivery of defective components by its vendors could have a material adverse effect on the company`s business, cash flows, financial condition, and results of operations.

The company is generally do not have long-term agreements with a majority of its customers or suppliers in the company`s Generator Set Business, which exposes the company to risks arising from fluctuating demand and supply relationships. Furthermore, certain of its agreements with key customers in the company`s Generator Set Business have onerous terms which could result in termination if breached which in turn could have a material adverse effect on its business, financial condition, results of operations and cash flows.

The company has experienced significant growth in recent years; however, the company`s ability to sustain or effectively manage this growth depends on the successful implementation of its growth strategy. Any failures to implement the company`s strategy effectively or to sustain its growth may adversely affect the company`s business, results of operations, and financial condition.

The company is heavily dependents on the performance of the generator sets and wind power industry and the performance of the end-user industries for generator sets. Any adverse changes in the conditions affecting the generator sets and wind power industry or the end-user industries in which its generator sets customers operate can adversely impact the company`s business, financial condition, results of operations, cash flows and prospects.

The company`s success depends on our ability to retain and attract qualified Senior Management and other Key Managerial Personnel, and if the company is not able to retain them or recruit additional qualified personnel, the company may be unable to successfully develop the company`s business.

Any delay in payment of statutory dues by the Company in future, may result in the imposition of penalties and in turn may have an adverse effect on the Company`s business, result of operations, financial condition and cash flows.

The construction and operation of wind power projects may face opposition from local communities and other parties, resulting in delays, additional costs, or regulatory hurdles. This could adversely affect its ability to construct, operate, or expand wind power projects, potentially resulting in financial loss and reputational damage.

Certain of the company`s Subsidiaries have incurred losses in the last three fiscals and any similar losses in the future may adversely affect its business, financial condition and cash flows.

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

Failures to enter into off-take arrangements with respect to the company`s wind power projects, in a timely manner and on terms that are commercially acceptable to us, could adversely affect its business, results of operations and financial condition.

The company`s business is dependent on the regulatory and policy environment affecting the renewable energy sector in India. A change in policy that results in the termination of policy benefits or curtailment of renewable energy generation may adversely affect its business.

Certain agreements may be inadequately stamped, unregistered, or may lack necessary disclosure, which could adversely affect the company`s rights and operations.

Certain of the company`s Group Companies and Subsidiaries are engaged in the same or similar line of business as the Company, which may lead to conflicts of interest and increased competition.

The company may face significant costs, reputational damage and adverse effects on its business and financial condition due to product liability claims.

Compliance with, and changes in, safety, health and environmental laws and regulations may adversely affect its business, results of operations and financial condition.

The company may suffer significant construction delays and finance or construction cost increases in excess of our expectations, leading to time and cost overruns, which could have a material adverse effect on its business, cash flows, financial condition and results of operations.

The company may be unable to identify or secure suitable sites for the development of renewable energy projects, which could adversely affect its growth prospects and business operations.

There are outstanding litigation proceedings involving the Company, Directors and Promoters. Any adverse outcome in such proceedings may have an adverse impact on the company`s reputation, business, financial condition, results of operations and cash flows.

A majority of Directors on the company`s Board do not have prior experience of directorship in any of companies listed on recognized stock exchanges, therefore, they will be able to provide only a limited guidance in relation to the affairs of the Company post listing.

Changes in the price of wind turbines and other materials due to changes in demand or other factors may cause cost overrun of the company`s under-construction projects.

We require certain approvals and licenses in the ordinary course of business and the failure to obtain or retain such approvals or licenses in a timely manner or at all may adversely affect the company`s business, results of operations and financial condition.

The company Company cannot assure payment of dividends on the Equity Shares in the future as the company may be limited by its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of the company`s financing arrangements.

The company may be subject to unionization, work stoppages or increased labour costs, which could adversely affect the company`s business, cash flows and results of operations. The company also have a large number of contract labourers and any disruptions in the supply of such contractual employees could adversely affect its business, results of operations, financial conditions and cash flows.

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

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

The company may not have sufficient insurance coverage to address risks inherent in the company`s business operations, which could adversely affect its financial position and reputation.

The company may not be able to detect or prevent theft, fraud, gross negligence or other misconduct committed by its employees or third parties.

Changes in technology may render the company`s current technologies obsolete or require the company to make substantial capital investments. Failures to respond to current and future technological changes in an effective and timely manner may adversely affect the company`s business and results of operations.

The company`s failures to keep its technical knowledge confidential could erode the company`s competitive advantage.

The company`s ability to protect its intellectual property and proprietary rights, and risks of infringing on the intellectual property of others, may adversely affect the company`s business, financial condition, and results of operations.

The delay between making significant upfront investments in the company`s wind power projects and receiving revenue could materially and adversely affect its business, cash flows, financial condition and results of operations.

The company is required to provide bank guarantees and performance guarantees under certain contracts which could be encashed leading to a material adverse effect on its business, cash flows, financial condition and results of operations. The company has also provided corporate guarantee to certain debt of its Subsidiaries, which could lead to a material adverse effect on the company`s business, cash flows, financial condition and results of operations if invoked.

Certain of its purchased components for the company`s generator business as well as its larger capacity DG sets and MSLG are sourced from foreign countries, exposing the company to additional risks.

The company`s contingent liabilities may have an adverse effect on its financial condition.

The company`s Promoters and Promoter Group will continue to exercise significant influence over its Company after completion of the Offer.

Certain of its Promoters, Directors, Key Managerial Personnel and members of Senior Management may have interests other than reimbursement of expenses incurred and receipt of remuneration or benefits from the Company and may have interests in entities, which are in businesses similar to the company`s and this may result in conflict of interest with us.

The company has 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.

Industry information included in this Draft Red Herring Prospectus has been derived from industry reports commissioned by the company, and paid for by the company`s for such purpose.

Any failures to comply with the provisions of the Foreign Exchange Management Act, 1999, and related regulations could adversely affect the company`s business, financial condition, results of operations, and reputation.

The company is exposed to, and may be adversely affected by, potential security breaches or other disruptions to its information technology systems and data security.

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

If the company is unable to establish and maintain effective internal controls and compliance systems, the company`s business and reputation could be adversely affected.

The Company has prepared financial statements under Indian Accounting Standards. Certain differences exist between Indian Accounting Standards and other accounting guidance

The company has included certain Non-GAAP Measures, industry metrics and key performance indicators related to its 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.

The company`s funding requirements and deployment of the Net Proceeds of the Offer are based on management estimates and have not been independently appraised. Further, any variation in the utilization of its Net Proceeds as disclosed in this Draft Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders` approval.

Restrictions on solar equipment imports, and other factors affecting the price or availability of solar equipment, may increase the company`s implementation costs for its proposed solar projects as part of our Pipeline Projects.

The proceeds from the Offer for Sale will be paid to the Promoter Selling Shareholders and we will not receive any proceeds from the Offer for Sale.

The average cost of acquisition of Equity Shares by the company`s Promoters may be less than the Offer Price.

The company is significantly dependent on the company`s Generator Set Business, which contributed 80.50%, 85.00%, 86.30%, and 82.79% of its revenue from operations for the six month period ended September 30, 2025, and Fiscals 2025, 2024 and 2023, respectively. Any negative developments affecting the company`s Generator Set Business could have a material adverse impact on the company`s business, financial condition, results of operations and prospects.

The company relies on the company`s business collaborations, including with Cummins for engines and alternators for our DG sets. Revenue from sale of DG sets powered by Cummins engines accounted for 63.60%, 70.39%, 71.04% and 56.77% of its revenue from operations for the six month period ended September 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. Similarly, the company relies on Hyundai for the supply of MSLG sets. Any supply disruption from such partners could adversely impact its business and results of operations.

The independent power producer ("IPP") operations in the company`s Wind Power Business which contributed 8.57%, 7.56%, 9.90% and 8.76% of its total revenue from operations for the six month period ended September 30, 2025 and the Fiscals 2025, 2024 and 2023, respectively, relies on key relationships with OEMs to facilitate supply of components and effective O&M services across most of the company`s Operational Wind Power Projects, as well as for future IPP developments. Any deterioration in these relationships, or performance or financial failures of the company`s OEMs, could adversely affect its business, results of operations, and financial condition.

One of the company`s Independent Directors, Maheswar Sahu, is on the board of directors of a company whose securities have been suspended from trading on the Stock Exchanges.

The Company, some of its Promoters and Directors have been impleaded in a civil suit, where the relief sought inter-alia pertains to the family arrangement agreement and equity shares of the Company. Any adverse order passed by the court in relation to this matter could impact the value of its Equity Shares and the company`s business and results of operations.

The company has historically relied, and may continue to relies, on Cummins India and the company`s top five suppliers for a significant portion of its materials and components. If these key suppliers fail to deliver the required quantities, meet delivery schedules, or adhere to specified quality standards or technical specifications, our business operations and financial condition could be adversely affected.

The company is dependent on the company`s power purchase agreements ("PPAs") to sell power and generate our revenue from operations. Furthermore, the terms of its PPAs may expose us to certain risks that may affect the company`s future results of operations and cash flows.

Some of the land lease agreements for its wind power projects have shorter terms than the corresponding power purchase agreements ("PPAs") entered into for the respective projects. The expiry and non-renewal of such land lease agreements prior to the end of the relevant PPA could potentially result in the premature termination of the corresponding PPA, which may have a material adverse effect on the company`s business, cash flows, financial condition and results of operations.

The company is required to comply with certain restrictive covenants under its financing agreements. Any non-compliance may lead to, amongst others, accelerated repayment schedule and suspension of further drawdowns, which may adversely affect the company`s business, results of operations, financial condition and cash flows.

The company is generally does not have long-term agreements with a majority of the company`s customers or suppliers in the company`s Generator Set Business, which exposes the company to risks arising from fluctuating demand and supply relationships. Furthermore, certain of its agreements with key customers in the company`s Generator Set Business have onerous terms which could result in termination if breached which in turn could have a material adverse effect on the company`s business, financial condition, results of operations and cash flows.

The company is exposed to credit risk from its customers and the recoverability of the company`s trade receivables is subject to uncertainties. Delays or defaults in payment by the customers could adversely affect its business, results of operations, financial condition and cash flows.

The performance of the company`s Operational Wind Power Projects is significantly affected by seasonality, regulatory requirements, and environmental and physical conditions, all of which are subject to variability and unpredictability. Any adverse changes to these may negatively impact its business, financial condition, results of operations, and cash flows.

The company has availed certain unsecured borrowings which are repayable on demand.

Certain of the company`s Subsidiaries have incurred losses in the six month period ended September 30, 2025 and in the last three fiscals, and any similar losses in the future may adversely affect its business, financial condition and cash flows.

Certain agreements may be inadequately stamped, unregistered, or may lack necessary disclosure, which could adversely affect its rights and operations.

Operational and technical difficulties may lead to reduced power generation below the company`s expectations. Repairing any failure could necessitate significant capital and resource expenditure, potentially having a material adverse effect on the company`s business, cash flows, financial condition, and results of operations.

If power evacuation facilities are not made available by the time the company`s IPP power projects are ready to commence operations, the company may incur significant transmission costs or may be forced to back down from the grid, and the company`s operations could be adversely affected.

The company`s Generator Set Business is heavily dependent on the performance of the diesel generator set market in southern India and western India, particularly the markets in the states of Maharashtra, Karnataka, Tamil Nadu and Kerala, and any adverse changes in the conditions affecting these markets could adversely affect its business, results of operations and financial condition.

Adoption, implementation and enforcement of increasingly stringent emission and noise standards could adversely affect its business, results of operations and financial condition.

The company faces high competition from conventional and other clean energy producers and any failures to respond to market changes in the power backup or renewable energy industry could adversely affect its business, cash flows, financial condition and results of operations.

Changes in the price of wind turbines and other materials due to changes in demand or other factors may cause cost overrun of the company`s under-construction projects.

Demand for the company`s DG sets is significantly dependent upon unpredictable power outage events, seasonality and other events beyond its control that can lead to substantial variations in, and uncertainties regarding, the company`s financial results from period to period.

Certain of the company`s Group Companies and Subsidiaries are engaged in the same or similar line of business as the Company, which may lead to conflicts of interest and increased competition.

We are heavily dependent on the performance of the generator sets and wind power industry and the performance of the end-user industries for generator sets. Any adverse changes in the conditions affecting the generator sets and wind power industry or the end-user industries in which our generator sets customers operate can adversely impact our business, financial condition, results of operations, cash flows and prospects.

The delay between making significant upfront investments in the company`s wind power projects and receiving revenue could materially and adversely affect its business, cash flows, financial condition and results of operations.

The IPP portfolio under the company`s Wind Power Business is concentrated in Gujarat, exposing the company to disruptions and risks resulting from conditions that may be specific to this region.

The company`s operations involve activities and materials which are hazardous in nature and could result in a suspension of operations, injury to the company`s personnel, emission of pollutants and/or the imposition of civil or criminal liabilities which could adversely affect its business, results of operations, cash flow and financial condition.

The company`s Wind Power Business is capital intensive, with significant ongoing investment required for the development, expansion, and maintenance of wind power projects. The company has estimated its expenditure based on current market conditions; however, actual costs may exceed these estimates due to factors such as rising input and commodity prices, higher costs or delays in securing rights of way for transmission lines and access roads, or unanticipated project delays. Such increases may affect the timing of financial closure and commissioning of the company`s projects, and may necessitate securing additional financing.

The company`s ability to protect its intellectual property and proprietary rights, and risks of infringing on the intellectual property of others, may adversely affect the company`s business, financial condition, and results of operations.

The company is requireds to provide bank guarantees and performance guarantees under certain contracts which could be encashed leading to a material adverse effect on the company`s business, cash flows, financial condition and results of operations. The company has also provided corporate guarantee to certain debt of its Subsidiaries, which could lead to a material adverse effect on the company`s business, cash flows, financial condition and results of operations if invoked.

The company is exposed to significant risks from fixed price contracts in the company`s Wind Power Business that could cause the company to incur losses and affect its results of operations.

Challenges in scaling up the company`s Wind Power Business operations and managing its joint arrangements with global players such as Vestas Wind Technology India Private Limited ("Vestas") and GE Renewable R&D India Private Limited ("GERI"), a member of the GE Vernova Group could negatively impact the company`s operations, financial condition, and growth objectives.

The viability of the company`s Wind Power Business is partially dependent on the cost of wind-generated electricity as compared to electricity generated from other sources of energy.

Any disruption affecting its manufacturing facilities or Operational Wind Power Projects could have an adverse effect on the company`s business, results of operations and financial condition.

The company`s acquisition or possession of land for its own wind power projects or for joint development with OEMs may be subject to uncertainties and defects.

Certain of the company`s corporate records including form filings to RoC, board and shareholders` resolutions and challans in relation to RoC forms are not traceable. Additionally, the company is also unable to trace certain share transfer forms in relation to transfer of shares to/from its Promoters in our corporate records.

There have been discrepancies and delays with respect to certain regulatory filings and corporate actions taken by the Company. Consequently, the company may be subject to regulatory actions and penalties for such delays and our business, financial condition and reputation may be adversely affected.

The company does not have certain documents evidencing the educational qualifications of one of its Directors in the section entitled "the company`s Management" beginning on page 291 of this Red Herring Prospectus.

The ability to deliver electricity generated by its wind power projects to the various counterparties requires the availability of and access to evacuation infrastructure and transmission systems. Non-availability of or damage to the evacuation infrastructure may impair the company`s ability to deliver electricity generated from our project, which could materially and adversely affect its business, cash flows, financial condition and results of operations.

The company`s Wind Power Business operations require periodic maintenance for which the company engages operation and maintenance (O&M) contractors and incur operation and maintenance (O&M) expenses. Any significant increase in the company`s O&M expenses will have a negative impact on its profitability.

The company is subject to performance risk from third parties under service and supply contracts. Non-performance, delayed performance, or delivery of defective components by its vendors could have a material adverse effect on the company`s business, cash flows, financial condition, and results of operations.

The company has experienced significant growth in recent years; however, the company`s ability to sustain or effectively manage this growth depends on the successful implementation of its growth strategy. Any failures to implement the company`s strategy effectively or to sustain its growth may adversely affect the company`s business, results of operations, and financial condition.

The company`s success depends on its ability to retain and attract qualified Senior Management and other Key Managerial Personnel, and if the company is not able to retain them or recruit additional qualified personnel, the company may be unable to successfully develop its business.

Any delay in payment of statutory dues by the Company in future, may result in the imposition of penalties and in turn may have an adverse effect on the Company`s business, result of operations, financial condition and cash flows.

The construction and operation of wind power projects may faces opposition from local communities and other parties, resulting in delays, additional costs, or regulatory hurdles. This could adversely affect its ability to construct, operate, or expand wind power projects, potentially resulting in financial loss and reputational damage.

The company`s ability to access capital at attractive costs depends on its credit ratings. Non-availability of credit ratings or a poor rating may restrict the company`s access to capital and thereby adversely affect its business, financial conditions, cash flows and results of operations.

Failures to enter into off-take arrangements with respect to the company`s wind power projects, in a timely manner and on terms that are commercially acceptable to the company, could adversely affect its business, results of operations and financial condition.

The company`s business is dependent on the regulatory and policy environment affecting the renewable energy sector in India. A change in policy that results in the termination of policy benefits or curtailment of renewable energy generation may adversely affect its business.

The company may faces significant costs, reputational damage and adverse effects on the company`s business and financial condition due to product liability claims.

Compliance with, and changes in, safety, health and environmental laws and regulations may adversely affect its business, results of operations and financial condition.

The company may suffer significant construction delays and finance or construction cost increases in excess of its expectations, leading to time and cost overruns, which could have a material adverse effect on the company`s business, cash flows, financial condition and results of operations.

The company may be unable to identify or secure suitable sites for the development of renewable energy projects, which could adversely affect its growth prospects and business operations.

There are outstanding litigation proceedings involving the Company, Directors and Promoters. Any adverse outcome in such proceedings may have an adverse impact on the company`s reputation, business, financial condition, results of operations and cash flows.

A majority of Directors on the company`s Board do not have prior experience of directorship in any of companies listed on recognized stock exchanges, therefore, they will be able to provide only a limited guidance in relation to the affairs of the Company post listing.

The company requires certain approvals and licenses in the ordinary course of business and the failures to obtain or retain such approvals or licenses in a timely manner or at all may adversely affect its business, results of operations and financial condition. Further, certain of the company`s offices are located on premises held by the company on leasehold basis. Failures to renew its lease arrangements could adversely affect the company`s business, financial condition, results of operations, cash flows and prospects.

The Company cannot assure payment of dividends on the Equity Shares in the future as the company may be limited by the company`s earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

The company may be subject to unionization, work stoppages or increased labour costs, which could adversely affect its business, cash flows and results of operations. The company also have a large number of contract labourers and any disruptions in the supply of such contractual employees could adversely affect its business, results of operations, financial conditions and cash flows.

An inability to accurately forecast demand or price for its products and manage the company`s inventory may adversely affect its business, results of operations, financial condition, and cash flows.

The loss of accreditation for its manufacturing facilities and operations could damage the company`s reputation, business, results of operations and cash flows.

The company may not have sufficient insurance coverage to address risks inherent in the company`s business operations, which could adversely affect its financial position and reputation.

The company may not be able to detect or prevent theft, fraud, gross negligence or other misconduct committed by the company`s employees or third parties.

Changes in technology may render its current technologies obsolete or require the company to make substantial capital investments. Failures to respond to current and future technological changes in an effective and timely manner may adversely affect its business and results of operations.

The company`s failure to keep its technical knowledge confidential could erode the company`s competitive advantage.

Certain of the company`s purchased components for its generator business as well as the company`s larger capacity DG sets and MSLG are sourced from foreign countries, exposing the company to additional risks.

The company`s contingent liabilities may have an adverse effect on its financial condition.

The company`s Promoters and Promoter Group will continue to exercise significant influence over the Company after completion of the Offer.

Certain of its Promoters, Directors, Key Managerial Personnel and members of Senior Management may have interests other than reimbursement of expenses incurred and receipt of remuneration or benefits from the Company and may have interests in entities, which are in businesses similar to the company`s and this may result in conflict of interest with the company.

The company has 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.

Industry information included in this Red Herring Prospectus has been derived from industry reports commissioned by the company, and paid for by the company for such purpose.

Any failures to comply with the provisions of the Foreign Exchange Management Act, 1999, and related regulations could adversely affect its business, financial condition, results of operations, and reputation.

The company is exposed to, and may be adversely affected by, potential security breaches or other disruptions to the company`s information technology systems and data security.

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

If the company is unable to establish and maintain effective internal controls and compliance systems, the company`s business and reputation could be adversely affected.

The Company has prepared financial statements under Indian Accounting Standards. Certain differences exist between Indian Accounting Standards and other accounting guidance.

The company has included certain Non-GAAP Measures, industry metrics and key performance indicators related to the company`s operations and financial performance in this 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.

The company`s funding requirements and deployment of the Net Proceeds of the Offer are based on management estimates and have not been independently appraised. Further, any variation in the utilization of its Net Proceeds as disclosed in this Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders` approval.

Restrictions on solar equipment imports, and other factors affecting the price or availability of solar equipment, may increase its implementation costs for the company`s proposed solar projects as part of its Pipeline Projects.

The proceeds from the Offer for Sale will be paid to the Promoter Selling Shareholders and the company will not receive any proceeds from the Offer for Sale.

The average cost of acquisition of Equity Shares by the company`s Promoters may be less than the Offer Price.