Private & Confidential– For Private Circulation Only

(This Information Memorandum/ Private Placement Offer cum Application Letter is neither a Prospectus nor
a Statement in Lieu of Prospectus)
Dated: June 28, 2021

RATTANINDIA SOLAR 2 PRIVATE LIMITED

(Our Company was originally incorporated as Indiabulls Power Projects Development Limited on 2nd July
2008 under the Companies Act, 1956 with the registrar of companies, subsequently, the name of our Company
was changed to Devona Power Projects Development Limited on 30th December 2014, to RattanIndia Solar 2
Limited on 29th February 2016, and to RattanIndia Solar 2 Private Limited on 8th December 2016.

CIN: U40104DL2008PTC180371; Website: www.vector-green.com/rattanindia/

Registered Office: 101,1st Floor, Naurang Bhawan, 21 Kasturba Gandhi Marg, New Delhi - 110001 India
Corporate Office: 328/329, G Wing, Kanakia Zillion, LBS Road, Bandra Kurla Complex Road, Annex,
Kurla West, Mumbai – 400070, Maharashtra, India
Tel: +91 22 6286 5600

Compliance Officer: Khushboo Harshit Bhatt

Email of Compliance Officer: [email protected]

This Information Memorandum / Private Placement Offer cum Application Letter (“Information
Memorandum”) is prepared in conformity with the Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2008, as amended, and the Companies Act, 2013, read with the
Companies (Prospectus and Allotment of Securities) Rules, 2014 and the other applicable rules
thereunder, each as amended.

Information Memorandum for issue of 2,270 Senior, Secured, Rated, Listed, Non-Cumulative, Redeemable,
Taxable, Rupee Denominated, Non-Convertible Debentures of the face value of INR 10,00,000 (Rupees ten
lacs) each aggregating to INR 227,00,00,000 (Rupees two hundred and twenty seven crores) as per the Term
Sheet (hereinafter referred to as “Debentures” or “NCDs”) by RattanIndia Solar 2 Private Limited (the
“Company” or “Issuer”) by way of a private placement under Section 42 of the Companies Act, 2013, as
amended (the “Companies Act”) and the Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008, as amended (the “Issue”).

GENERAL RISK
Investment in debt and debt related securities involve a degree of risk and investors should not invest any
funds in the debt instruments, unless they can afford to take the risks attached to such investments. Investors
are advised to read the Information Memorandum carefully before taking an investment decision in this
offering. For taking an investment decision, the investors must rely on their examination of the Company
and the offer including the risks involved. The Issue of NCDs has not been recommended or approved by
SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum.
GENERAL DISCLAIMER
This Information Memorandum / Private Placement Offer cum Application Letter is neither a prospectus
nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for
or otherwise acquire the NCDs to be issued by RattanIndia Solar 2 Private Limited. This Information
Memorandum / Private Placement Offer cum Application Letter is for the exclusive use of the intended
recipient(s) to whom it is addressed and delivered, and it should not be circulated or distributed to third
parties. It cannot be acted upon by any person other than to whom it has been specifically addressed. Multiple
copies hereof given to the same person / entity shall be deemed to be offered to the same person.
SEBI DISCLAIMER

P a g e |1
 It has to be distinctly understood that this Information Memorandum should not in any way be
deemed/construed to have been approved or vetted by SEBI and this issue is not recommended or approved
by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which
the debentures issued thereof is proposed to be made or for the correctness of the statements made or
opinions expressed in this Information Memorandum.
DISCLAIMER CLAUSE OF DEBENTURE TRUSTEE
The Debenture Trustee, “ipso facto” does not have the obligations of a borrower or a principal debtor or a
guarantor as to the monies paid/invested by investors for the Debentures/bonds. While the debt securities
are secured to the tune of 100% of the principal and interest amount or as per the terms of hereunder, in
favor of Debenture Trustee, the recovery of 100% of the amount shall depend on the market scenario
prevalent at the time of enforcement of the security. The Debenture Trustee does not make nor deems to
have made any representation on the Issuer, its operations, the details and projections about the Issuer or the
Debentures under Offer made in this Information Memorandum. Applicants / Investors are advised to
carefully read the Information Memorandum and make their own enquiry, carry out due diligence and
analysis about the Issuer, its performance and profitability and details in the Information Memorandum
before taking their investment decision. The Debenture Trustee shall not be responsible for the investment
decision and its consequences.
MEMORANDUM OF PRIVATE PLACEMENT
This Information Memorandum is only an information brochure, in the form of a single initial disclosure
document, intended for private use and should not be construed to be a prospectus and/or an invitation to
the public for subscription to NCDs under any law for the time being in force. The Company however retains
the right, at its sole and absolute discretion, to change the terms and conditions in relation to the NCDs.
CREDIT RATING
The NCDs are rated “Provisional CRISIL AAA/Stable” by CRISIL vide letter dated 17th June 2021 and
“Provisional IND AAA(CE)/Stable” by India Ratings & Research vide letter dated 17th June 2021.
Instruments with this rating are considered to have the highest degree of safety regarding timely servicing
of financial obligations and carry lowest credit risk. The rating letters containing the rationale from the
Credit Rating Agency is attached as Annexure VI.

The rating is not a recommendation to buy, sell or hold the NCDs and investors should take their own
decision. The rating may be subject to revision or withdrawal in accordance with Applicable Laws, at any
time by the assigning rating agency and each rating should be evaluated independently of any other rating.
The rating obtained is subject to revision at any point of time in the future. The rating agency has a right to
suspend, change, or withdraw the rating at any time on the basis of new information, etc. in accordance with
provisions of Applicable Laws.
WILFUL DEFAULTERS
The Company, its directors and promoters have not been declared as a wilful defaulter by any bank or
financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by
the RBI.
CLIMATE BONDS STANDARD CERTIFICATION

P a g e |2
 The NCDs are certified as “Climate Bonds Standard Certified” vide letter and certification dated 21st May,
2021 by the Climate Bonds Standard Board based on application made by the Issuer and a Third Party
verification report provided by KPMG India. The letter, certification and the Third Party Assurance report
are attached in Annexure XIV. Instruments with this certification are considered to conform to Climate
Bonds Standard which lays out clear requirements for use of proceeds consistent with the Paris Agreement
goal of 2 Degrees Celsius warming, selection of projects, management of proceeds and reporting which are
the components of the Green Bond Principles.

The Climate Bonds Standard Board operates legally as an advisory committee of the Climate Bonds
Initiative Board and oversees the development of the Climate Bonds Standard. Neither the Climate Bonds
Standard Board nor any organisation, individual or other person forming part of, or representing, the Climate
Bonds Standard Board (together, "CBSB") accepts or owes any duty, liability or responsibility of any kind
whatsoever to any issuer which wishes to apply for any of its bonds to be certified under the Climate Bonds
Certification Scheme ("Scheme"), or to any issuer whose bonds may at any time be certified under the
Scheme or to any other person or body whatsoever, whether with respect to the award or withdrawal of any
certification under the Scheme or otherwise. All advice or recommendations with respect to any certification
under the Scheme or otherwise that CBSB provides to the Climate Bonds Initiative Board is provided to it
in an advisory capacity only and is not to be treated as provided or offered to any other person.
LISTING
The NCDs offered through this Information Memorandum are proposed to be listed on the Wholesale Debt
Market Segment of BSE Limited (“BSE”). The Company has obtained “in-principle” approval from BSE
on June 22, 2021, for listing the NCDs offered through this Issue. The Issue would be under the electronic
book mechanism for issuance of debt securities on private placement basis as per the Securities and
Exchange Board of India (“SEBI”) circular no. SEBI/HO/DDHS/CIR/P/2018/05 dated January 5, 2018 any
amendments thereto (“SEBI EBP Circular”) read with the “Updated Operational Guidelines for issuance
of Securities on private placement basis through an (“Electronic Book Mechanism”) issued by BSE vide
their Notice no. 20180928-24 dated September 28, 2019 and any amendments thereto (“BSE EBP
Guidelines”), together with the SEBI EBP Circular referred to as the (“Operational Guidelines”). The
Company intends to use the BSE Bond – EBP platform for the Issue. The Issuer shall enter into the listing
agreement with the Stock Exchange, comply with all the conditions precedent thereunder and ensure that
the listing approval for the Debentures is received from BSE within four working days from the date of
closure of the Issue.
ARRANGERS

Axis Bank Limited ICICI Bank Limited

Address: Axis House, 8th Floor, Debt CapitalAddress: ICICI Bank Towers, Bandra-Kurla
Markets, Bombay Dyeing Mills Compound, PB Marg,Complex, Bandra (East), Mumbai – 400 051
Worli, Mumbai – 400025 Tel: 022-4008 8919
Tel: +91 22 4202 6695 Fax: 022-4008 1099
Fax: +91-22-2425 2800 Contact Person: Mr. Ritesh Tatiya
Email: [email protected] E-mail: [email protected]
Contact Person: Abhishek Lahoti Website: www.icicibank.com

REGISTRAR AND TRANSFER AGENT DEBENTURE TRUSTEE

P a g e |3
 KFin Technologies Private Limited (formerly Axis Trustee Services Limited
known as Karvy Fintech Private Limited) Address: The Ruby, 2nd Floor, SW, 29 Senapati Bapat
Address: Selenium Building, Tower-B, Plot No- 31 &Marg, Dadar West , Mumbai - 400 028
32, Financial District, Nanakramguda,Tel: 022 22 6230 0446
Serillingampally, Hyderabad, Rangareddi, Telangana,Fax: 022 6230 0700
India- 500032. Email: [email protected]
Tel: +91 40 6716 2222 , 7961 1000 Contact person: General Manager – Operation Head
Email: [email protected]; Website: www.axistrustee.in
[email protected];
[email protected];
[email protected]
Website: www.kfintech.com
ISSUE PROGRAMME*
Issue/Bid Opening Date: June 30, 2021
Issue/Bid Closing Date: June 30, 2021
Pay - In Date: July 1, 2021
Deemed Date of Allotment: July 1, 2021

*The subscription list for the Issue shall remain open for subscription during market hours for the period
indicated above. The Company reserves the right to change the Issue Closing Date and in such an event, the
Pay-in date and Deemed Date of Allotment for the NCDs may also be revised by the Company at its sole and
absolute discretion. In the event of any change in the above issue programme, the Company will intimate the
investors about the revised issue programme in accordance with the Operational Guidelines.

P a g e |4
 DISCLOSURES AS PER FORM PAS-4

Pursuant to Section 42 of Companies Act, 2013 and Rule 14(3) of Companies (Prospectus and Allotment
of Securities) Rules, 2014

The table below sets out the disclosure requirements as provided in form PAS-4 and the relevant reference in
this Information Memorandum where these disclosures, to the extent applicable, have been provided.

Sr. No. Particulars Reference

Part- A PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER
1. GENERAL INFORMATION:
i. Name, address, website and other contact details of the company Section III Serial No. I (i)
indicating both registered office and corporate office;
ii. Date of incorporation of the company; Section III Serial No. I (i)
iii. Business carried on by the company and its subsidiaries with the Section III Serial No. V
details of branches or units, if any;
iv. Brief particulars of the management of the company; Section III Serial No.
VIII(a)
v. Names, addresses, DIN and occupations of the directors; Section III Serial No.
VIII(a)
vi. Management’s perception of risk factors; Section II and Section III Serial
No. I (iv)
vii. Details of default, if any, including therein the amount involved, Section III Serial No. I (ii)
duration of default and present status, in repayment of-
i) statutory dues;
ii) debentures and interest thereon;
iii) deposits and interest thereon;
iv) loan from any bank or financial institution and interest
thereon.
viii. Name, designation, address and phone number, email ID of the Section III Serial No. I (iii)
nodal/ compliance officer;
ix. Any Default in Annual filing of the Company under the Section III Serial No. I (v)
Companies Act, 2013, or the rules made thereunder.
2. PARTICULARS OF THE OFFER:
i. Financial position of the Company for the last 3 financial years; Section III Serial No. IV
ii. Date of passing of board resolution; Section III Serial No. II
iii. Date of passing of resolution in the general meeting, authorizing Section III Serial No. II
the offer of securities;
iv. Kinds of securities offered (i.e. whether share or debenture) and Section III Serial No. II
class of security; the total number of shares or other securities to
be issued;
v. Price at which the security is being offered including the Section III Serial No. II
premium, if any, along with justification of the price;
vi. Name and address of the valuer who performed valuation of the Section III Serial No. II
security offered and basis on which the price had been arrived at
along with report of the registered valuer;
vii. Relevant date with reference to which the price has been arrived Section III Serial No. II
at;
viii. The class or classes of persons to whom the allotment is proposed Section III Serial No. II
to be made;
ix. Intention of promoters, directors or key managerial personnel to Not Applicable
subscribe to the offer
x. The proposed time within which the allotment shall be Section III Serial No. II
completed;

P a g e |5
 Sr. No. Particulars Reference
xi. The names of the proposed allottees and the percentage of post Not Applicable
private placement capital that may be held by them;
xii. The change in control, if any, in the company that would occur Not Applicable
consequent to the private placement;
xiii. The number of persons to whom allotment on preferential basis Section III Serial No. II
/ private placement/ rights issue has already been made during
the year, in terms of number of securities as well as price;
xiv. The allotment proposed to be made for consideration other than Not Applicable
cash together with justification for the valuation report of the
registered valuer;
xv. Amount which the Company intends to raise by way of proposed Section III Serial No. II
offer of securities;
xvi. Terms of raising of securities: Section III Serial No. II. Please
(a) duration; if applicable also refer to the Term Sheet.
(b) rate of dividend;
(c) rate of interest;
(d) mode of payment
(e) repayment;
xvii. Proposed time schedule for which the private placement offer Section III Serial No. II
cum application letter is valid;
xviii. Purposes and objects of the offer; Section III Serial No. II
xix. Contribution being made by the promoters or directors either as Section III Serial No. II
part of the offer or separately in furtherance of such objects;
xx. Principle terms of assets charged as security, if applicable;Section III Serial No. II. Please
also refer to the Term Sheet.
xxi. The details of significant and material orders passed by the Section III Serial No. II
Regulators, Courts and Tribunals impacting the going concern
status of the Company and its future operations;
xxii. The pre-issue and post-issue shareholding pattern of the Section III Serial No. II
Company;
3. Mode of Payment for Subscription: Section III Serial No. II
• Cheque; or
• Demand Draft; or
• Other banking channels.
4. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC:
i. Any financial or other material interest of the directors, Section III Serial No. III
promoters or key managerial personnel in the offer and the effect
of such interest in so far as it is different from the interests of
other persons.
ii. Details of any litigation or legal action pending or taken by any Section III Serial No. III
Ministry or Department of the Government or a statutory
authority against any promoter of the offeree Company during
the last three years immediately preceding the year of the issue
of the private placement offer cum application letter and any
direction issued by such Ministry or Department or statutory
authority upon conclusion of such litigation or legal action shall
be disclosed
iii. Remuneration of directors (during the current year and last three Section III Serial No. III
financial years)
iv. Related party transactions entered during the last three financial Section III Serial No. III
years immediately preceding the year of issue of private
placement offer cum application letter including with regard to
loans made or, guarantees given or securities provided
v. Summary of reservations or qualifications or adverse remarks of Section III Serial No. III
auditors in the last five financial years immediately preceding the

P a g e |6
 Sr. No. Particulars Reference
year of issue of private placement offer cum application letter
and of their impact on the financial statements and financial
position of the Company and the corrective steps taken and
proposed to be taken by the Company for each of the said
reservations or qualifications or adverse remark
vi. Details of any inquiry, inspections or investigations initiated or Section III Serial No. III
conducted under the Companies Act, 2013 in the last three years
immediately preceding the year of issue of private placement
offer cum application letter in the case of Company and all of its
subsidiaries, and if there were any prosecutions filed (whether
pending or not), fines imposed, compounding of offences in the
last three years immediately preceding the year of the private
placement offer cum application letter and if so, section-wise
details thereof for the Company and all of its subsidiaries;
vii. Details of acts of material frauds committed against the company Section III Serial No. III
in the last three years, if any, and if so, the action taken by the
company.
5. FINANCIAL POSITION OF THE COMPANY:
i. The capital structure of the company in the following manner in Section III Serial No. IV
a tabular form-
a. the authorised, issued, subscribed and paid up capital
(number of securities, description and aggregate nominal
value);
b. size of the present offer;
c. Paid-up capital
(i) after the offer
(ii) after conversion of convertible instruments (if applicable)
d. share premium account (before and after the offer)
ii. Details of the existing share capital of the issuer company in a Section III Serial No. IV
tabular form, indicating therein with regard to each allotment, the
date of allotment, the number of shares allotted, the face value of
the shares allotted, the price and the form of consideration.
Provided that the issuer company shall also disclose the number
and price at which each of the allotments were made in the last
one year preceding the date of the private placement offer cum
application letter separately indicating the allotments made for
considerations other than cash and the details of the
consideration in each case.
iii. Profits of the company, before and after making provision for Section III Serial No. IV
tax, for the three financial years immediately preceding the date
of issue of private placement offer cum application letter;
iv. Dividends declared by the company in respect of the said three Section III Serial No. IV
financial years; interest coverage ratio for last three years (Cash
profit after tax plus interest paid/interest paid)
v. A summary of the financial position of the company as in the Section III Serial No. IV
three audited balance sheets immediately preceding the date of
issue of private placement offer cum application letter;
vi. Audited Cash Flow Statement for the three years immediately Section III Serial No. IV
preceding the date of issue of private placement offer cum
application letter
vii. Any change in accounting policies during the last three years and Section III Serial No. IV
their effect on the profits and the reserves of the company.
Part- B APPLICATION FORM
6. A DECLARATION BY THE DIRECTORS THAT Section III Serial No. XXVIII

P a g e |7
 Sr. No. Particulars Reference
a) the company has complied with the provisions of the Act and
the rules made thereunder;
b) the compliance with the Act and the rules does not imply that
payment of dividend or interest or repayment of debentures,
if applicable, is guaranteed by the Central Government;
c) the monies received under the offer shall be used only for the
purposes and objects indicated in the offer letter.

P a g e |8
 CONTENTS

SECTION I: DEFINITIONS AND ABBREVIATIONS……………………………………….…………….11

SECTION II: RISK FACTORS………………………………………………………………...…………….24
SECTION III: INFORMATION RELATING TO THE COMPANY…………………………………..……28
I. General Information…………………………………………………………………………….....…..28
II. Particulars of the Offer………………………………………………………………………………...29
III. Disclosure with regard to interest of directors, litigation, etc……………………………......................31
IV. Financial Position of the Company……………………………...……………………………………..33
V. A brief summary of the business activities of the Company and its line of business including that of its
subsidiaries and details of branches and units, if applicable…………………………………………………34
VI. Brief history of the Company since its incorporation giving details of its activities including any
reorganization, reconstruction or amalgamation, changes in its capital structure, (authorized, issued and
subscribed), share premium account and borrowings, if any………………………………………………...40
VII. Details of shareholding of the Company as on latest quarter ended i.e. March 31, 2021……………..43
VIII. Details regarding directors of the Company.. ……………………………............................................43
IX. Details regarding the auditors of the Company……………………………...…………………………46
X. Details of the borrowings of the Company as on March 31, 2021………………………….................46
XI. Details of Promoters of the Company……………………………..................………………………...48
XII. Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information
(like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor
qualifications, if any………………………………....………………………………………………………48
XIII. Abridged version of latest Audited / Limited Review half yearly Consolidated (wherever available) and
Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors
qualifications, if any……………………………...……………………………….........................................48
XIV. Any material event/ development or change having implications on the financials/credit quality (e.g.
any material regulatory proceedings against the Company/promoters, tax litigations resulting in material
liabilities, corporate restructuring event etc.) at the time of issue which may affect the issue or the investor’s
decision to invest / continue to invest in the debt securities……………........................................................48
XV. The names of the debenture trustee(s) shall be mentioned with statement to the effect that Debenture
Trustee has given his consent to the Company for his appointment under regulation 4 (4) and in all the
subsequent periodical communications sent to the holders of debt securities……………………..…………48
XVI. Whether the security is backed by a guarantee or letter of comfort or any other document/letter with
similar intent…………………………...……………………………………………...……………………..49
XVII. Consent Letter from the Debenture Trustee…………………………...………………………………49
XVIII.Names of all the recognized stock exchanges where the debt securities are proposed to be listed.
………………………….…………………………….…………………………...…………………………49
XIX. Disclosures pertaining to wilful default….…………………………...………………………………..49
XX. Complete details of the assets on which the charge is to be created along with the description nature,
title location, value and basis of valuation ………………………………………….………………………49
XXI. Rating Rationale(s) adopted (not older than 1 (One) year on the date of opening of the Issue)/ credit
rating letter issued (not older than 1 (One) month on the date of opening of the Issue) by the rating agency to
be disclosed..…………………………...……………………………...…………………………………….49
XXII. Other Information…………………………...………………………………………...….....................50
XXIII. Issue Details/ Term Sheet…………………...…………………………………………….…………..62

P a g e |9
 XXIV.Undertaking by the Company…………………...……………………………………….....................95
XXV.Undertaking to use a Common form of Transfer…………………...…………….………....................95
XXVI. Disclosures in terms of SEBI SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 Dated November 03,
2020…………………...…………………………..…………….…………………...………………………95
XXVII.Declaration…………………...………………………………………………………...…………….96
XXVIII. Declaration by the Directors of the Company, that…………………...……………………………..97
XXIX.Regulations and Policies…………………...…………………………………………….....................98
XXX. Green Bond Framework………………………………………………………………...……………..99
XXXI. Inspection of Documents…………………..………………...…………………………………..….103
XXXII. Documents Submitted to the Exchanges and Debenture Trustee…..………………...…...................104
ANNEXURE I…………………...…………………………………………………………….....................105
ANNEXURE II………………...……………………………………………………………........................109
ANNEXURE III………………...………………………………………………………………..................113
ANNEXURE IV………………...………………………………………………………………..................115
ANNEXURE V………………...………………………………………………………………...................116
ANNEXURE VI………………...………………………………………………………………..................138
ANNEXURE VII………………...……………………………………………………………….................158
ANNEXURE VIII………………...………………………………………………………………………...159
ANNEXURE IX………………...………………………………………………………………..................160
ANNEXURE X………………...………………………………………………………………...................168
ANNEXURE XI………………...……………………………………………………………………..…....170
ANNEXURE XII………………...……………………………………………………………….................171
ANNEXURE XIII………………...………………………………………………………………………...172
ANNEXURE XIV………………...………………………………………………………………………...173
ANNEXURE XV……………….....………………………………………………………………………..178

P a g e | 10
 SECTION I: DEFINITIONS AND ABBREVIATIONS

Term Definition
“Company” / RattanIndia Solar 2 Private Limited
“Issuer”
“we”, us”, “our” Unless the context otherwise requires, the Company
Affiliate In relation to any Person, a Person that Controls, is Controlled by or is under
the common Control with such first Person.
Allotment An advice informing the investors of the number of letter(s) of
Advice/Allotment allotment/NCDs allotted to him in the electronic (dematerialized) form.
Intimation/Letter(s)
of Allotment
Allot/Allotment/Allo Unless the context otherwise requires or implies, the allotment of the NCD(s)
tted pursuant to the Issue.
Amounts Due or Shall, on any date, mean the Redemption Amounts and all other monies which
Obligations or are due or payable in terms of the Debenture Documents to the Debenture
Secured Obligations Holders and/or the Debenture Trustee, including without limitation, (i) the
Coupon and all other obligations and liabilities of the Issuer, including
amounts arising out of indemnities, default interest, expenses, fees, costs,
expenses, commission, other commissions, charges, any outstanding
remuneration of the Debenture Trustee and interest, incurred under, arising out
of or in connection with any Debenture Document payable to the Debenture
Holders or the Debenture Trustee; (ii) any and all sums advanced or
obligations incurred, directly or indirectly, by any Debenture Holder or
Debenture Trustee in order to secure, maintain or preserve the Security; and
(iii) in the event of any proceeding for the collection or enforcement of the
Amounts Due, the expenses of retaking, holding, preparing for sale or lease,
selling or otherwise disposing of or realizing the Security, or of any exercise
by any Debenture Holder or Debenture Trustee of its right under the Debenture
Documents, together with legal fees and court costs.
Applicable Law Any statute, law, regulation, ordinance, rule, judgment, order, decree, bye-
laws, codes, notifications, circulars, authorizations, approvals, treaties,
directives, guidelines, policy requirement, or any other governmental
restrictions or any similar form of decision of, or determination by, or any
interpretation or administration of any of the foregoing, by any
Governmental Authority having jurisdiction over the subject matter in
question, whether in effect as of the date of the Debenture Trust Deed or
thereafter and in each case as amended.
Application Form The form in which an investor can apply for subscription to the NCDs format
as mentioned in Annexure I.
Arrangers ICICI Bank Limited and Axis Bank Limited
Articles Articles of Association of the Company.
Balance Securities shall mean (i) Shares equivalent to 49% (forty nine percent) of the total equity
share capital of the Issuer, both present and future (ii) 49% (forty nine percent)
of the CCDs and all other quasi equity securities issued by the Issuer, both
present and future. For avoidance of doubt Balance Securities shall be in
addition to (and without counting for) the Pledged Securities.
Board or Board of Board of Directors of the Company or a duly constituted committee thereof.
Directors
BSE BSE Limited.
Business Day / Shall have the meaning ascribed to such term in the Term Sheet.
Working Day
Change of Control Shall have the meaning ascribed to such term in the Term Sheet.
Event

P a g e | 11
 CIN Shall mean the corporate identification number ascribed to a company under
the Companies Act.
COD Shall mean March 10, 2018
Companies Act Shall mean, individually and collectively those provisions of the Companies
Act, 2013, including the rules and regulations prescribed thereunder, and all
amendments, enactments, re-enactments or modifications thereof, from time
to time.
Conditions Precedent Shall mean the conditions that are required to be fulfilled prior to the
subscription of NCDs as specified under the Term Sheet.
Control or As applied to any Person, means the power or right to, directly or indirectly
Management Control (including by virtue of ownership of voting rights or management rights or
contract or in any other manner): (i) direct or cause the direction of the
management or policy of that Person; or (ii) appoint or remove the majority of
the directors on the board of directors of that Person. “Controlled”,
“Controlling” and “Controlled” shall be construed accordingly.
Coupon Shall mean, in respect of any Debenture, the coupon payable on such
Debenture at the Coupon Rate.
Coupon Rate Shall mean 6.49% per annum payable quarterly.

Credit Rating CRISIL, India Ratings & Research or any other domestic or international
Agency external credit rating agency recognized by the SEBI and acceptable to the
Debenture Trustee.
CRISIL CRISIL Ratings Limited

Debenture(s)/ 2,270 Senior, Secured, Rated, Listed, Non-Cumulative, Redeemable, Taxable,

NCD (s) Rupee Denominated, Non-Convertible Debentures of the face value of INR
10,00,000 (Rupees ten lacs) each aggregating to INR 227,00,00,000 (Rupees
two hundred and twenty seven crores) to be issued by the Company pursuant
to this Information Memorandum and Debenture Trust Deed.
Debenture shall mean each of the following documents:
Documents 1. the Information Memorandum;
2. the Debenture Trustee Agreement;
3. the Debenture Trustee Appointment Letter;
4. the Debenture Trust Deed;
5. the Trust and Retention Account Agreement;
6. the Power of Attorney in relation to Trust and Retention Account
Agreement;
7. the Promoter Undertaking;
8. the Sponsor Undertaking;
9. the VGNEPL Undertaking;
10. the Other Entity Undertaking;
11. the Inter-Company Agreement;
12. the Coordination Agreement;
13. the Security Documents;
14. consent letter from the Debenture Trustee;
15. the tripartite agreement between the Issuer, the Registrar to the Issue and
Depository in respect of dematerialization of the Debentures;
16. letter from any Credit Rating Agency acceptable to the Debenture
Trustee, providing credit rating for the Debentures;
17. rationale behind the credit ratings for the Debentures;
18. the listing approval by the Stock Exchange;
19. the letter appointing the Registrar to the Issue; and
20. any other document designated as a ‘Debenture Document’ by the
Debenture Trustee.

P a g e | 12
 Debenture Holder(s) “Debenture Holders” or “Beneficial Owners(s)” shall mean the holders of
/ NCD Holder(s) Debentures from time to time whose names appear in the register of beneficial
owners, where such Debentures are held in dematerialized form.
Debenture means the INR denominated account in the name of “RattanIndia Solar2
Subscription Account Private Limited” bearing account number 920020017737260 established and
maintained with Axis Bank Limited.
Debenture Trustee for the NCD Holders, in this case being Axis Trustee Services
Trustee/Trustee Limited, who has given their consent to the Company as per the consent letter
dated June 3, 2021, annexed hereto as Annexure VIII
Debenture Trustee The document titled ‘Debenture Trustee Agreement’ entered into between the
Agreement/ DTA Company and Debenture Trustee inter alia for appointment of Debenture
Trustee as the trustee to act on behalf of and for the benefit of NCD Holders,
as such agreement may be amended from time to time.
Debenture Trust The document titled ‘Debenture Trust Deed’ executed/to be executed between
Deed/ Trust Deed/ the Company and the Debenture Trustee inter alia laying down the terms and
Deed/ DTD conditions governing the NCDs and creating the relevant Security.
Deemed Date of means July 1, 2021 or such other date on which the proceeds for subscription
Allotment of NCDs is received by Company from the Investors. All benefits relating to
the NCDs including Coupon thereon shall be available to the NCD Holders
from the Deemed Date of Allotment.
Default Interest means interest payable by the Company in respect of the NCDs at such rates
and in such manner as specified in the Term Sheet.
Depository means the National Securities Depository Limited (“NSDL”) and/or Central
Depository Services Limited (“CDSL”).
Depository A participant as defined under the Depositories Act, 1996, as amended
Participant/DP (“Depositories Act”).
DRR Debenture redemption reserve as prescribed under Applicable Law.
“Encumbrance” or any mortgage, pledge, hypothecation, assignment, deposit arrangement,
“Encumbered” or encumbrance, lien (statutory or other), preference, priority or other security
“Security Interest” agreement of any kind or nature whatsoever including, without limitation, any
conditional sale or other title retention agreement, any financing or similar
statement or notice filed under any recording or notice statute, and any lease
having substantially the same effect as any of the foregoing.
Event(s) of Default means and includes events of default specified and set out under the Term Sheet
and the Debenture Trust Deed.
Excluded Assets shall mean the (i) assets and receivables of the Issuer in connection with inter-
company loans and deposits provided by the Issuer to the Sponsor; (ii)
Distribution Account and the monies lying in the Distribution Account.
Final Scheduled Shall mean, with respect to each Debenture, the last Scheduled Redemption
Redemption Date Date.
Final Settlement Date The date on which all Amounts Due owing or payable to the Debenture
Holders and the Debenture Trustee by the Issuer have been irrevocably and
unconditionally paid, discharged or performed in full to the satisfaction of the
Debenture Holders and the Debenture Trustee.
Governmental Any local, regional, national or supranational government, or governmental,
Authority administrative, fiscal, judicial or government-owned body agency, authority,
department, inspectorate, minister, official, court, tribunal, commission, entity
or public or statutory person (whether autonomous or not) (including, without
limitation, any stock exchange, depository, any self-regulatory organisation
established under statute) or central bank (or any other person whether
government-owned or not and howsoever constituted or called, that exercises
this function of a central bank) which in each case has jurisdiction over the
Issuer or the Debentures or the Debenture Holders.
Holding Company Means in relation to a person, any other person in respect of which the first
named person is a Subsidiary.

P a g e | 13
 India Ratings & India Ratings & Research Private Limited
Research
Information This Information Memorandum / Private Placement Offer cum Application
Memorandum/ IM/ Letter through which the NCDs are being offered on a private placement basis.
Private Placement
Offer Cum
Application Letter
Insolvency Code The Insolvency and Bankruptcy Code, 2016 and the rules and regulations
thereunder (to the extent notified).
“Investor(s)” or Any person subscribing to the NCDs in accordance with the terms of this
“Applicant(s)” Information Memorandum and other Transaction Documents.
ISIN means International Securities Identification Number.
Issue This Issue of the NCDs on a private placement basis.
I.T. Act The Income Tax Act, 1961 as amended from time to time.
List of Beneficial The list of beneficial owners of NCDs prepared and maintained by
Owners NSDL/CDSL as per the provisions of Depositories Act.
Material Adverse means a material adverse effect as specified in the Term Sheet.
Effect
Memorandum/ MoA Memorandum of Association of the Company.
Minimum The minimum application money and multiples thereof as stipulated herein.
Subscription
NEFT National Electronic Fund Transfer system, a nation-wide payment system
facilitating one-to-one funds transfer.
Nominal Value/ Face INR 10,00,000 (Rupees ten lacs) per NCD, being the nominal value of each
Value NCD.
Object(s)/Purpose Shall mean the Object(s)/Purpose as per the Term Sheet
Other Entities Shall mean Sepset Constructions Ltd, Yarrow Infrastructure Private Limited,
Priapus Infrastructure Limited, Malwa Solar Power Generation Private Limited
and Citra Real Estate Limited. “Other Entity” shall be construed accordingly.
Person any natural person, limited or unlimited liability company, corporation,
partnership (whether limited or unlimited), proprietorship, Hindu undivided
family, trust, union, association, joint venture, government or any agency
thereof or any other entity that may be treated as a person under Applicable
Law or any other legal entity (in each case, whether or not having any separate
legal personality).
Pledged Securities (i) Shares equivalent to 51% (fifty one percent) of the total Equity Share
Capital of the Issuer; (ii) 51% (fifty one percent) of the CCDs issued
by the Issuer; and (iii) in the event Issuer has issued / issues any other
securities, 51% (fifty one percent) of such securities issued by the
Issuer, till the Final Settlement Date.
PPA Shall mean the power purchase agreement dated June 27, 2016 executed
between the Issuer and the Procurer as amended from time to time.
Procurer Shall mean SECI
Project Shall mean a 50 MW solar power plant in the Allahabad district in the state of
Uttar Pradesh.
Project Documents shall mean and include the following:
(i) the Contracts;
(ii) the Insurance Contracts;
(iii) the O&M Contract and any other agreements, contracts, writings
and documents executed by the Issuer in relation to O&M
services and other technical and specialized services for the
O&M;
(iv) the Clearances;
(v) the PPA;
(vi) the VGF Securitization Agreement;

P a g e | 14
 (vii) the Implementation Support Agreement;
(viii) the documents of title reflecting the Issuer’s title in respect of the
Project Land;
(ix) any bonds, guarantees, letters of credit or other security issued
pursuant to any Project Documents;
(x) any agreements entered into in respect of the CDM Benefits or
REC Benefits from the Project;
(xi) any other agreements, documents or instruments entered into by
the Issuer in respect of the development, construction, design,
procurement, operation, maintenance and ownership of the
Project and any agreements, documents or instruments executed
by the Issuer with any Government Authority in respect of the
Project; and
(xii) any other agreement/document, instrument designated as a
‘Project Document’ by the Debenture Trustee.
Project Land Shall mean the entire land admeasuring about 100 Hectares in aggregate and
situated at Plot No 3104, Village-Kosara Kala, Tappa-Manda, Paragana-
Kairagarh, the-Meja, District-Allahabad (Prayagraj), required for the
development, completion, implementation and operation of the Project.
Promoter(s) India Infrastructure Fund – II, a Category-I Alternative Investment Fund (sub
category Infrastructure Fund) registered with the Securities Exchange Board of
India under the Securities and Exchange Board of India (Alternative
Investment Funds) Regulations, 2012, the trustee of which is IDBI Trusteeship
Services Limited.
Record Date shall mean the record date which shall be 15 (fifteen) calendar days prior to
each Coupon Payment Date, the Scheduled Redemption Date and other any
Debenture Payment Date.
Redemption Amount Shall mean, on the Scheduled Redemption Date, in respect of the Debentures
being redeemed, the principal amount of such Debentures being redeemed on
the Scheduled Redemption Date.
Redemption Schedule Shall mean the redemption schedule set out in the Term Sheet and the
Debenture Trust Deed.
Register of NCD Means the register maintained by the Company at its registered office and
Holders containing the names of the NCD Holders, in accordance with the Act.
Registrar and KFin Technologies Private Limited (formerly known as Karvy Fintech Private
Transfer Agent Limited)
Repay Shall include “Redeem” and vice versa, and repaid, repayable, repayment,
redeemed, redeemable and redemption shall be construed accordingly.
ROC/ Registrar of Registrar of Companies, National Capital Territory of Delhi and Haryana at
Companies New Delhi
Rs. /Rupees/INR Indian Rupees.
RTGS Real Time Gross Settlement, an electronic funds transfer facility provided by
RBI.
Scheduled shall mean, in respect of Redemption Amount on all Debentures, the dates
Redemption Date mentioned in the Redemption Schedule.
SEBI Securities and Exchange Board of India constituted under the Securities and
Exchange Board of India Act, 1992 (as amended from time to time).
SEBI Debenture Securities and Exchange Board of India (Debenture Trustees) Regulations,
Trustees Regulations 1993
SEBI Debt Listing Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations Regulations, 2008, as amended from time to time.
SEBI LODR Securities and Exchange Board of India (Listing Obligations and Disclosure
Regulations Requirements) Regulations, 2015
SECI Shall mean Solar Energy Corporation of India Limited, a company
incorporated under the Companies Act 1956, having its registered office at
151 Floor, A-Wing, D-3, District Centre, Saket, New Delhi-110017.

P a g e | 15
 Secured Parties means collectively the Debenture Trustee, each NCD Holder from time to time
and each of them shall be individually referred to as “Secured Party”.
Security For the purposes of securing the payments of the Amounts Due and the due
discharge of all the obligations of the Company under the Debenture Trust Deed
and other Debenture Documents, the Company shall, and shall cause the other
Obligors to, create, perfect, preserve and maintain in full force and effect till the
Final Settlement Date, the following (collectively referred to as the “Security”):
(a) a first ranking pari passu charge and hypothecation on the Company’s
movable assets, including movable plant and machinery, machinery
spares, tools and accessories, furniture, fixtures, vehicles and all other
movable properties of whatsoever nature, both present and future,
(b) a first ranking pari passu charge over all Accounts and all other bank
accounts of the Issuer including the Trust and Retention Account and the
sub-accounts thereof including the Debenture Service Reserve Account
(or any account in substitution thereof) (but excluding the Distribution
Account) that may be opened in accordance with the Debenture Trust
Deed, the Trust and Retention Account Agreement or any of the other
Transaction Documents, Existing TRA Revenue Account, the Existing
TRA Accounts and all funds from time to time deposited therein and all
funds of the Issuer, the Project Proceeds and all Permitted Investments,
any other investments or other securities of the Issuer (but excluding the
Distribution Account and the monies lying therein), both present and
future;
(c) a first ranking pari passu charge on all revenues and receivables of the
Issuer, whether or not deposited in the Accounts, Existing TRA Revenue
Account, the Existing TRA Accounts, the book debts of the Issuer, the
operating cash flows of the Issuer and all other commissions and
revenues and cash of the Issuer and all investments of the Issuer (but
excluding the Distribution Account and the monies lying therein), both
present and future;
(d) a first charge on all current assets and intangible assets of the Issuer, if
any, including but not limited to goodwill, rights, undertaking and
uncalled capital of the Issuer, both present and future;
(e) a first charge and assignment, by way of security, in (i) all the rights,
title, interests, benefits, claims and demands whatsoever of the Issuer in
the O&M Contract, both present and future (including Step In Rights and
Substitution Rights); and (ii) all the rights, title, interests, benefits, claims
and demands whatsoever of the Issuer under all Insurance Contracts,
both present and future;
(f) a pledge by the Pledgors over the Pledged Securities;
(g) unconditional and irrevocable corporate guarantee, in a form and manner
satisfactory to the Debenture Trustee, provided by each of the Other
Entities (the “Corporate Guarantee(s)”);
(h) a first charge created by the Other Entities over Other Entities Cash
Surplus and their respective Other Entities Surplus Accounts and the
amounts lying therein to the extent of their respective Other Entities Cash
Surplus of such Other Entity,
Provided that assets stated in subsections (a) to (d) above which are proposed
to form part of the Secured Property shall not include Excluded Assets.
Security Coverage shall mean the ratio between the aggregate value of the:
Ratio
(a) net fixed assets, current assets and cash flows of the Company over
which Security is created to secure the Debentures; and
(b) outstanding indebtedness of the Company which is secured by or agreed
to be secured by exclusive/first charge over those fixed assets of the
Company.
Security Documents i. the Deed of Hypothecation;

P a g e | 16
 ii. the Power of Attorney in relation to the Deed of Hypothecation;
iii. the Pledge Agreements;
iv. the Powers of Attorney in relation to the Pledge Agreements;
v. the Inter-trustee Agreement
vi. the Corporate Guarantee;
vii. the Other Entities Deed of Hypothecation;
viii. the Power of Attorney in relation to the Other Entities Deed of
Hypothecation;
ix. the Debenture Trustee Agreement;
x. the Debenture Trustee Appointment Letter;
xi. any other documents entered into, or executed by the Obligors for
creating, effecting, perfecting, preserving and maintaining the Security;
and
xii. any other document executed or issued which is designated as a ‘Security
Document’ by the Debenture Trustee.
Subsidiary(ies) means the subsidiaries of any company, as per the provisions of the Act.
Term Sheet Details of the Issue as set forth in the section of this Information Memorandum
titled Issue Details / Term Sheet on page 62.
Transaction shall mean the Debenture Documents and the Project Documents.
Documents
Wilful Defaulter Wilful defaulter means a Person who or which is categorized as a wilful
defaulter by any bank or financial institution (as defined under the Companies
Act, 2013) or consortium thereof, in accordance with the guidelines on wilful
defaulters issued by the Reserve Bank of India.

Capitalised terms used but not defined in this Information Memorandum shall have the meaning ascribed to
such terms in the Debenture Trust Deed.

P a g e | 17
Abbreviations:
AGM Annual General Meeting
CERSAI Central Registry of Securitization Asset Reconstruction and Security
Interest
EBIDTA Earnings Before Interest, Depreciation, Tax & Amortization
EBIT Earnings Before Interest & Tax
FY Financial Year/Fiscal Year beginning from April 1 and ending on
March 31 of the following calendar year
LOU Letter of Undertaking
Min. Minimum
NOC No Objection Certificate
Pay-In Date The date on which the NCD Holders shall make payment for
subscription to the NCDs.
p.a. Per Annum
PAT Profit After Tax
PBT Profit Before Tax
RBI Reserve Bank of India
TDS Tax Deducted at Source
Y-O-Y Year on Year
YTM Yield to Maturity

Disclaimer

This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus under the
Companies Act. The issue of NCDs is being made strictly on a private placement basis in accordance with
Applicable Laws. This Information Memorandum is not intended to be circulated to more than 50 (fifty)
persons. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and
shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation
to subscribe to the NCDs to the public in general. This Information Memorandum should not be construed to
be a prospectus or a statement in lieu of prospectus under the Companies Act, 2013.

Further, since the Issue is being made on a private placement basis, this Information Memorandum has been
prepared in accordance with the provisions of SEBI Debt Listing Regulations and applicable provisions of
the Companies Act, 2013 and the rules thereunder. The provisions of Part I of Chapter III of the Companies
Act, 2013 shall not be applicable and accordingly, a copy of this Information Memorandum has not been filed
with the ROC or the SEBI.

This Information Memorandum has been prepared to provide general information about the Company to
potential investors to whom it is addressed and who are willing and eligible to subscribe to the NCDs. This
Information Memorandum does not purport to contain all the information that any potential Investor may
require. Neither this Information Memorandum nor any other information supplied in connection with the
NCDs is intended to provide the basis of any credit or other evaluation and any recipient of this Information
Memorandum should not consider such receipt a recommendation to purchase any NCDs. Each Investor
contemplating purchasing any NCDs should make its own independent investigation of the financial condition
and affairs of the Company, and its own appraisal of the creditworthiness of the Company. Potential investors
should consult their own financial, legal, tax and other professional advisors as to the risks and investment
considerations arising from an investment in the NCDs and should possess the appropriate resources to
analyze such investment and the suitability of such investment to such investor's particular circumstances.

P a g e | 18
Potential investors to NCDs must make their own independent evaluation and judgment before making the
investment and are believed to be experienced in investing in debt and are able to bear the economic and/or
commercial risk of investing in NCDs. Potential investors should conduct their own investigation, due
diligence and analysis before applying for the NCDs. Nothing in this Information Memorandum should be
construed as advice or recommendation by the Company to subscribers to the NCDs. Potential investors
should also consult their own advisors on the implications of application, allotment, sale, holding, ownership
and redemption of these NCDs and matters incidental thereto.
The Company reserves the right to withdraw the Issue at any time prior to the closing date thereof in the event
of any unforeseen development adversely affecting the economic and/or regulatory environment or otherwise.
In such an event, the Company will refund the application money, if any, collected in respect of the NCDs
without assigning any reason.

The Company confirms that, as of the date hereof, this Information Memorandum (including the documents
incorporated by reference herein, if any) contains all information that is material in the context of the Issue,
is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state
any material fact necessary to make the statements herein, in the light of the circumstances under which they
are made, not misleading. No person has been authorized to give any information or to make any
representation not contained or incorporated by reference in this Information Memorandum or in any material
made available by the Company to any potential investor pursuant hereto and, if given or made, such
information or representation must not be relied upon as having been authorized by the Company.

This Information Memorandum and the contents hereof are restricted for only the intended recipient(s) who
have been addressed directly and specifically through a communication by the Company and only such
recipients are eligible to apply for the NCDs. All Investors are required to comply with the relevant
regulations/ guidelines applicable to them for investing in this Issue. The contents of this Information
Memorandum are intended to be used only by those Investors to whom it is distributed. It is not intended for
distribution to any other Person and should not be reproduced by the recipient.

No invitation is being made to any Persons other than those to whom Application Form(s) along with this
Information Memorandum being issued have been sent by or on behalf of the Company. Any application by
a Person to whom the Information Memorandum has not been sent by or on behalf of the Company shall be
rejected without assigning any reason.

The Person who is in receipt of this Information Memorandum shall maintain utmost confidentiality regarding
the contents of this Information Memorandum and shall not reproduce or distribute in whole or part or make
any announcement in public or to a third party regarding the contents without the consent of the Company.

Each Person receiving this Information Memorandum acknowledges that: Such person has been afforded an
opportunity to request and to review and has received all additional information considered by it to be
necessary to verify the accuracy of or to supplement the information herein; and such person has not relied
on any intermediary that may be associated with issuance of NCDs in connection with its investigation of the
accuracy of such information or its investment decision.

The Company does not undertake to update the Information Memorandum to reflect subsequent events after
the date of the Information Memorandum and thus it should not be relied upon with respect to such subsequent
events without first confirming its accuracy with the Company.

Neither the delivery of this Information Memorandum nor any Issue made hereunder shall, under any
circumstances, constitute a representation or create any implication that there has been no change in the affairs
of the Company since the date hereof.

This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person
to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of
the NCDs or the distribution of this Information Memorandum in any jurisdiction where such action is
required. The distribution of this Information Memorandum and the offering may be restricted by law in
certain jurisdictions. Persons into whose possession this Information Memorandum comes are required to

P a g e | 19
inform them about and to observe any such restrictions. The Information Memorandum is made available to
investors in the Issue on the strict understanding that the contents hereof are strictly confidential.

Nothing in this Information Memorandum constitutes an offer of securities for sale in the United States or any
other jurisdiction where such offer or placement would be in violation of any law, rule or regulation.

Cautionary Note

Each invited potential investor acknowledges and agrees that each of them, (i) are knowledgeable and
experienced in financial and business matters, have expertise in assessing credit, market and all other relevant
risk and are capable of evaluating, and have evaluated, independently the merits, risks and suitability of
subscribing to or purchasing the NCDs; (ii) understand that the Company has not provided, and will not provide,
any material or other information regarding the NCDs, except as required under Applicable Laws, (iii) have not
requested the Company to provide it with any such material or other information, (iv) have not relied on any
investigation that any person acting on their behalf may have conducted with respect to the NCDs, (v) have
made their own investment decision regarding the NCDs based on their own knowledge (and information they
have or which is publicly available) with respect to the NCDs or the Company (vi) have had access to such
information as deemed necessary or appropriate in connection with purchase of the NCDs, and (vii) understand
that, by purchase or holding of the NCDs, they are assuming and are capable of bearing the risk of loss that may
occur with respect to the NCDs, including the possibility that they may lose all or a substantial portion of their
investment in the NCDs.

It is the responsibility of each potential Investor to also ensure that they will sell these NCDs in strict accordance
with this Information Memorandum, the Transaction Documents and all other Applicable Laws, so that the sale
does not constitute an offer to the public, within the meaning of the Companies Act, as amended. The potential
investors shall at all times be responsible for ensuring that it shall not do any act deed or thing which would
result this Information Memorandum being released to any third party (where such party is not an intended
recipient from the Company) and in turn constitutes an offer to the public howsoever.

The distribution of this Information Memorandum or the Application Form and the offer, sale, pledge or disposal
of the NCDs may be restricted by law in certain jurisdictions. The sale or transfer of these NCDs outside India
may require regulatory approvals in India, including without limitation, the approval of SEBI or RBI.

Disclaimer of the Stock Exchange

As required, a copy of this Information Memorandum has been submitted to “BSE” for seeking in principle
approval for listing of the NCDs. It is to be distinctly understood that such submission of the IM with BSE or
hosting the same on the website of BSE should not in any way be deemed or construed that the Information
Memorandum has been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the
correctness or completeness of any of the contents of this Information Memorandum; nor does it warrant that
this Company’s NCDs will be listed or continue to be listed on BSE; nor does it take responsibility for the
financial or other soundness of this Company, its management or any scheme or project of the Company. Every
Person who desires to apply for or otherwise acquire any NCDs of this Company may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against BSE or any agency
whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with
such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other
reason whatsoever.

Disclaimer of the Debenture Trustee

The Debenture Trustee, “ipso facto” does not have the obligations of a borrower or a principal debtor or a
guarantor as to the monies paid/invested by investors for the Debentures/bonds. While the debt securities are
secured to the tune of 100% of the principal and interest amount or as per the terms of hereunder, in favor of
Debenture Trustee, the recovery of 100% of the amount shall depend on the market scenario prevalent at the
time of enforcement of the security. The Debenture Trustee does not make nor deems to have made any
representation on the Issuer, its operations, the details and projections about the Issuer or the Debentures under
Offer made in this Information Memorandum. Applicants / Investors are advised to carefully read the

P a g e | 20
Information Memorandum and make their own enquiry, carry out due diligence and analysis about the Issuer,
its performance and profitability and details in the Information Memorandum before taking their investment
decision. The Debenture Trustee shall not be responsible for the investment decision and its consequences. The
Debenture Trustee does not confer any guarantee and will not be responsible for any non-payment of any
Secured Obligation and/ or any loss suffered or any claim made by NCD Holder(s).

Disclaimer in Respect of Jurisdiction

This Issue is made in India to investors as specified under the clause titled ‘Eligible Investors’ of this Information
Memorandum, who shall be specifically approached by the Company. This Information Memorandum does not
constitute an offer to sell or an invitation to subscribe to NCDs offered hereby to any person to whom it is not
specifically addressed. Any disputes arising out of this Issue will be subject to the non-exclusive jurisdiction of
the courts and tribunals at New Delhi. This Information Memorandum does not constitute an offer to sell or an
invitation to subscribe to the NCDs herein, in any other jurisdiction to any person to whom it is unlawful to
make an offer or invitation in such jurisdiction.

Disclaimer of the Rating Agency(ies)

All credit ratings assigned are subject to certain limitations and disclaimers. Please read these limitations and
disclaimers on the rating agencies website. In addition, rating definitions and the terms of use of such ratings
are available on the agency's public website. Published ratings, criteria and methodologies are available from
this site at all times. Code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance, and
other relevant policies and procedures may also apply.

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the
concerned bank facilities or to buy, sell or hold any security. The Rating Agencies has based its ratings on
information obtained from sources believed by it to be accurate and reliable. The Rating Agencies do not,
however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any
errors or omissions or for the results obtained from the use of such information. Most entities whose bank
facilities or instruments are rated by the Rating Agencies have paid a credit rating fee, based on the amount and
type of bank facilities/instruments.

Disclaimer of Climate Bond Standard Board

The certification of the Bonds as Climate Bonds by the Climate Bonds Initiative is based solely on the Climate
Bond Standard and does not, and is not intended to, make any representation or give any assurance with respect
to any other matter relating to the Bonds or any Nominated Project, including but not limited to the Information
Memorandum, the transaction documents, the Issuer or the management of the Issuer.

The certification of the Bonds as Climate Bonds by the Climate Bonds Initiative was addressed solely to the
board of directors of the Issuer and is not a recommendation to any person to purchase, hold or sell the Bonds
and such certification does not address the market price or suitability of the Bonds for a particular investor. The
certification also does not address the merits of the decision by the Issuer or any third party to participate in any
Nominated Project and does not express and should not be deemed to be an expression of an opinion as to the
Issuer or any aspect of any Nominated Project (including but not limited to the financial viability of any
Nominated Project) other than with respect to conformance with the Climate Bond Standard.

In issuing or monitoring, as applicable, the certification, the Climate Bonds Initiative has assumed and relied
upon and will assume and rely upon the accuracy and completeness in all material respects of the information
supplied or otherwise made available to the Climate Bonds Initiative. The Climate Bonds Initiative does not
assume or accept any responsibility to any person for independently verifying (and it has not verified) such
information or to undertake (and it has not undertaken) any independent evaluation of any Nominated Project
or the Issuer. In addition, the Climate Bonds Initiative does not assume any obligation to conduct (and it has
not conducted) any physical inspection of any Nominated Project. The certification may only be used with the
Bonds and may not be used for any other purpose without the Climate Bonds Initiative’s prior written consent.
The certification does not and is not in any way intended to address the likelihood of timely payment of interest
when due on the Bonds and/or the payment of principal at maturity or any other date.

P a g e | 21
The certification may be withdrawn at any time in the Climate Bonds Initiative’s sole and absolute discretion
and there can be no assurance that such certification will not be withdrawn.

Disclaimer Clause of the Arrangers

The Company has authorized ICICI Bank Limited and Axis Bank Limited (the “Arrangers”) to distribute, in
accordance with applicable law, this Information Memorandum in connection with the proposed transaction
outlined in it (the “Transaction”) and the NCDs.

The role of the Arrangers is confined to marketing, bidding for (wherever applicable and authorized) and
placement of the Debentures on the basis of this Information Memorandum as prepared by the Issuer. The
Company has prepared this Information Memorandum and the Company is solely responsible for its contents.
The Company will comply with all the laws, rules and regulations and has obtained all governmental, regulatory
and corporate approvals for the issuance of the NCDs. All the information contained in this Information
Memorandum has been provided by the Company or is from publicly available information, and such
information has not been independently verified by the Arrangers. No representation or warranty, expressed or
implied, is or will be made, and no responsibility or liability is or will be accepted, by the Arrangers or their
Affiliates for the accuracy, completeness, reliability, correctness or fairness of this Information Memorandum
or any of the information or opinions contained therein, and the Arrangers hereby expressly disclaim, to the
fullest extent permitted by law, any responsibility for the contents of this Information Memorandum and any
liability, whether arising in tort or contract or otherwise, relating to or resulting from this Information
Memorandum or any information or errors contained therein or any omissions therefrom. The Arrangers or any
of its directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any
loss or damage arising of whatever nature and extent in connection with the use of any of the information
contained in this Information Memorandum.

You should carefully read and retain this Information Memorandum. However, you are not to construe the
contents of this Information Memorandum as investment, legal, accounting, regulatory or tax advice, and you
should consult with your own advisors as to all legal, accounting, regulatory, tax, financial and related matters
concerning an investment in the NCDs.

ICICI Bank Limited and Axis Bank Limited may subscribe/purchase and hold the NCDs for their own account
or for the accounts of their customers or enter into other transactions (including derivatives) relating to the NCDs
at the same time as the offering of the NCDs. ICICI Bank Limited and Axis Bank Limited may have engaged
in or may in the future engage in other dealings in the ordinary course of business with the Company and/or its
subsidiaries and Affiliates.

Nothing in this Information Memorandum constitutes an offer of securities for sale in any other jurisdiction,
other than India, where such offer or placement would be in violation of any law, rule or regulation.

Disclaimer of the Securities and Exchange Board of India:

As per the provisions of SEBI Debt Listing Regulations, a copy of this Information Memorandum is not required
to be filed with or submitted to SEBI for its review/ approval. Accordingly, this Information Memorandum has
not been filed with SEBI. The NCDs have not been recommended or approved by SEBI nor does SEBI guarantee
the accuracy or adequacy of this Information Memorandum. It is to be distinctly understood that this Information
Memorandum should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI.
SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which
the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this
Information Memorandum. The issue of NCDs being made on private placement basis, filing of this Information
Memorandum is not required with SEBI, however SEBI reserves the right to take up at any point of time, with
the Company, any irregularities or lapses in this Information Memorandum.

P a g e | 22
Forward looking statements:

All statements in this Information Memorandum that are not statements of historical fact constitute “forward
looking statements”. Readers can identify forward-looking statements by terminology like “aim”, “anticipate”,
“intend”, “believe”, “continue”, “estimate”, “expect”, “may”, “objective”, “plan”, “potential”, “project”,
“pursue”, “shall”, “should”, “will”, “would” or other words or phrases of similar import. All statements
regarding the Company’s expected financial condition and results of operations, business, plans and prospects
are forward looking statements. These forward looking statements and any other projections contained in this
Information Memorandum (whether made by the Company or any third party) are predictions and involve
known and unknown risks, uncertainties and other factors that may cause the Company’s actual results,
performance and achievements to be materially different from any future results, performance or achievements
expressed or implied by such forward looking statements or other projections.

The forward-looking statements contained in this Information Memorandum are based on the beliefs of the
management of the Company, as well as the assumptions made by and information available to management as
at the date of this Information Memorandum. There can be no assurance that the expectations will prove to be
correct. The Company expressly disclaims any obligation or undertaking to release any updated information
or revisions to any forward-looking statements contained herein to reflect any changes in the expectations or
assumptions with regard thereto or any change in the events, conditions or circumstances on which such
statements are based. Given these uncertainties, recipients are cautioned not to place undue reliance on such
forward- l o o k i n g statements. All subsequent written and oral forward- l o o k i n g statements attributable to
the Company are expressly qualified in their entirety by reference to these cautionary statements.

P a g e | 23
 SECTION II: RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Debentures.
All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express
a view on the likelihood of any such contingency occurring. These risks may include, among others, business
aspects, equity market, bond market, interest rate, market volatility and economic, political and regulatory risks
and any combination of these and other risks. Prospective Eligible Investors should carefully consider all the
information in this Information Memorandum, including the risks and uncertainties described below, before
making an investment in the Debentures. Eligible Investors should also carefully consider risks of Guarantor
before making an investment in the Debentures. To obtain a complete understanding, prospective Eligible
Investors should read this section in conjunction with the remaining sections of this Information Memorandum,
as well as the other financial and statistical information contained in this Information Memorandum. If any of
the following risks, or other risks that are not currently known or are now deemed immaterial, actually occur,
the Issuer’s business, results of operations and financial condition could suffer, the price of the Debentures
could decline, and the Eligible Investor may lose all or part of their investment. More than one risk factor may
have simultaneous effect with regard to the Debentures such that the effect of a particular risk factor may not
be predictable. In addition, more than one risk factor may have a compounding effect which may not be
predictable. No assurance can be given as to the effect that any combination of risk factors may have on the
value of the Debentures. The inability of the Issuer to pay interest, principal or other amounts on or in
connection with the Debentures may occur for other reasons which may not be considered significant risks by
the Issuer based on information currently available to them or which they may not currently be able to
anticipate. You must rely on your own examination of the Issuer and this Issue, including the risks and
uncertainties involved.

The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any
manner indicate the importance of one risk factor over another. Certain risks set out below are in the context
of the Restricted Group Issuer. Adverse impact on the business, financial conditions, cash flows and results of
operations of the Restricted Group Issuers are likely to have an impact on our business and operations.

i) Operational risks:

Resource risk: The electricity produced and revenues generated by the Company are
dependent on suitable solar irradiation and associated weather conditions. The Company has
experienced seasonal and yearly fluctuations in the past and may experience the same in future
also. Future performance of the company may significantly vary from its past performance as
one of the key factors of revenue generation (solar irradiation) is beyond the control of the
Issuer. Thus, investor’s expectation of revenue / profit may fall short as past performance of
the Company may not be a good indicator of its future performance.

Off-take & payment risk: The projects of the Restricted Group Issuers have tied up the off
take for 25 years at a fixed tariff. 98% of the capacity is tied up central utilities (SECI and
NTPC) with a good track record of payment of dues. In case of failure to off take power by the
offtaker (NTPC, SECI, MSEDCL and MVVNL) or inability or unwillingness to fulfill its
contractual obligations or refusal to accept delivery of solar power delivered thereunder, for
any reason, the Company may not be able to find other purchasers for such contracted capacities
and may result into adverse effect on the Issuer’s business, financial condition, results of
operations and its cash flows. As per the term of agreement (PPA), Off-takers are required to
make payments within certain timelines, delay in which may materially impact cash flow
position of the Issuer.

Equipment / Technology risk: Unexpected operational or mechanical failure, including

failure associated with breakdowns and forced outages including of IT systems and leased lines,
and any decreased operational or management performance, could reduce our facilities’
generating capacity to below expected levels and reduce Company’s revenues as a result of
generating and selling less power. Operational problems (including the conditions surrounding

P a g e | 24
 our solar panels) may reduce energy production below our expectations and repairing any
failure could require us to expend significant amounts of capital and other resources.

Inconsistencies in the quality of solar panels, PV modules, balance-of-system equipment or

maintenance services for our project may affect the system efficiency of the plant. While our
solar panels, inverters, modules and other system components are generally covered by
manufacturers’ warranties, which are typically for 5 to 25 years, any failure to operate as
specified, may require us to make a claim against the manufacturer under such warranty which
may or may not be covered on a case to case basis. Moreover, we may incur unexpected
expenses if the suppliers of components in our solar project default on their warranty
obligations. Warranties and guarantees may be subject to caps and limited by the ability of the
vendor to satisfy its obligations under the warranty or guarantee.

Further, solar modules also degrade over time due to several external factors such as UV
exposure and weather cycles, which could result in reduced lifespan of the modules. In addition,
in the event that solar modules are damaged, and we do not have sufficient spare parts,
obtaining replacement solar modules may also require significant sourcing lead time,
particularly if sources for such replacements are located outside of India. If we were to
experience a shortage of or inability to acquire critical spare parts or replacement solar modules,
we could incur significant delays in returning facilities to full operation, which could potentially
affect our generating ability and cause us to breach our minimum delivery commitments under
our PPAs.

Risk on account of O&M being outsourced to third party contractors: We face risks arising
from our engagement of contractors to perform O&M services for our solar project. In the event
that an O&M contractor enters bankruptcy or winds up operations, we may experience
difficulties in finding alternative contractors, especially within a short period of time. These
could lead to a reduced performance of our power plants for such affected periods or a
degradation of our power plants if such difficulties continue for an extended period. In such
scenarios, there could be a material adverse effect on our operations and cash flows.

Availability of skilled manpower: The projects are in remote locations spread out in 5 states,
where availability of qualified technical manpower is difficult to source on short notice.

Force Majeure risk: The operation of the Issuer’s projects may be disrupted for reasons that
are beyond its control. These include, among other things, the occurrence of explosions, fires,
earthquakes and other natural disasters, prolonged spells of abnormal rainfall, breakdown,
failure or substandard performance of equipment, improper installation or operation of
equipment, accidents, operational problems, transportation interruptions, epidemics/
pandemics, disruptions due to lockdowns imposed on account of pandemic, other
environmental risks and labour disputes. In addition, the project may be affected by vested
interests that arise during project maintenance and operations that are used to instigate the local
community or by natural calamities leading to social unrest.

Pre-mature termination of PPA: The PPAs may be terminated prematurely by the

counterparties for a variety of reasons such as failure to comply with any material terms of PPA
etc. If a PPA is terminated by the counterparty due to a default by the Company, the Company
may be exposed to additional liability and also could affect its business, financial condition and
results of operations adversely.

Grid stability: PPA has no provision of “take-or-pay”. Thus, any downtime in grid will hinder
the Company in supplying the electricity generated which will result in no payment of tariffs
by the off-taker. Such kind of events which are outside control of the Company could reduce
the net power generation and adversely affect Company’s revenues and financial condition.
Curtailment: State electricity boards may order the curtailment of renewable energy
production despite their being accorded a “must-run” status. There have been a few instances
in the past where renewable energy producers have been directed to scale back operations and

P a g e | 25
 this may occur in the event of extraordinary circumstances such as a fall in demand due to any
unexpected change in weather patterns or variations in macroeconomic indicators. The
curtailment could also be as a result of transmission congestion owing to a mismatch between
generation and transmission capacity. Such curtailment of renewable energy production may
interrupt our operations and may have an adverse effect on operations and cash flows.

The Issuer may not have sufficient insurance coverage to cover all possible economic
losses: While the Company shall maintain insurance cover that it believes to be consistent with
industry practice, subject to certain standard exclusions & exemptions, the occurrence of any
events that are not covered by insurance, or any losses that are in excess of insurance coverage
or that may be claimed by the Company in the future but not honored by insures for any reason,
may have an adverse effect on Company’s business, financial condition and prospects.

Reliance on VGEPL: We rely on VGEPL for certain key aspects of our business as well as
ancillary support services. Any failure by VGEPL to provide these services on commercially
reasonable terms or at all and any failure by us to make alternative arrangements could have a
material adverse effect on our operations and cash flows. As wholly-owned subsidiaries of
VGEPL, we rely on the leadership and resources of VGEPL for numerous aspects of our
operations, services and overhead functions such as operations and maintenance of our project
including billing and revenue collection, finance, legal and secretarial services, strategy and
management. We acquire such services and support from VGEPL. Any disruptions in
continuity of such services may have an adverse impact on the operations and cash flows of the
Company.

Dependency on solar park: Some of the Companies in the Restricted Group are dependent on
the solar park to continue to provide connectivity and other associated infrastructure. If solar
park authority does not provide service, or terminates agreement, project would be impacted.
Projects in a Solar Park are located on land sub-leased from solar park, and we are not aware
of original land owners nor have any privity of contract with original land owners. Potential
disputes on land may affect the project

Right of way issues may arise for transmission lines’ maintenance: We may not always
have right of way for maintenance of transmission lines, which may lead to disruption in
transmission service.

Permits and Licenses: We and our O&M Contractors are required to obtained various permits
and licenses for operating the project. Any non-renewal or non-compliance on the same could
affect project operations.

Availability of Water and manpower: We need constant supply of water for module cleaning
Further cleaning of the modules is a labour intensive activity and our inability to arrange for
suitable manpower for cleaning. Any shortage of water or manpower may result in reduced
generation due to dust formation on modules.

Forecasting and DSM: Projects are required to forecast and schedule power, and are subject
to penalties for any deviation. We may not be able to accurately forecast our generation given
that it is dependent on weather.

Import Energy costs: Some of the Companies in the Restricted Group import energy from the
grid during night time for auxiliary consumption. The rates for such import energy may vary
widely and impact the cost of operating the project.

Litigation Risk: We are currently and may, from time to time, be involved in legal proceedings
in the ordinary course of our business. We may be required to devote management and financial
resources in such legal proceedings. If a significant number of these disputes are determined
against our Company, there could be a material and adverse impact on our business, financial
condition and results of operations.

P a g e | 26
 ii) Financial Risk:

Refinancing Risk: Since the proposed instruments are for a 3 years tenor with a significant
bullet component to be refinanced at the end of the tenor, there is a risk due to possible
adverse/unfavorable market conditions for refinancing at that point in time.

Credit Rating Risk: Many factors determine the Credit rating of the Issuer. One of the key
factors is the credit rating of the central off-takers such as SECI and NTPC. Any downward
change in the credit rating of the off-takers may negatively impact the credit rating of the Issuer
and may in turn impact the Coupon, overall financial performance and tradability of the NCDs
in the market.

Liquidity Risk: In India, the secondary market for corporate NCDs is relatively small and
illiquid as compared to more developed markets. Any changes in market conditions may impact
the liquidity and tradability of the NCDs.

iii) Risks relating to the Issue:

The Debentures may not be a suitable investment for all purchasers.

Potential Eligible Investors should ensure that they understand the nature of the Debentures and
the extent of their exposure to risk, that they have sufficient knowledge, experience and access
to professional advisers to make their own legal, tax, accounting and financial evaluation of the
merits and risks of investment in the Debentures and that they consider the suitability of the
Debentures as an investment in the light of their own circumstances and financial condition.

Modification, waivers and substitution

The conditions of the Debentures shall contain provisions for calling meetings of Debenture
Holders to consider matters affecting their interests generally. These provisions permit defined
majorities to bind all Debenture Holders including Debenture Holders who did not attend and
vote at the relevant meeting and Debenture Holders who voted in a manner contrary to the
majority.

Changes in interest rates may affect the price of the Issuer’s Debentures.
All securities where a fixed rate of interest is offered, such as the Debentures, are subject to
price risk. Interest rates are highly sensitive and fluctuations thereof are dependent upon many
factors which are beyond the Issuer’s control, including the monetary policies of the RBI, de-
regulation of the financial services sector in India, domestic and international economic and
political conditions, inflation and other factors. The price of such securities will vary inversely
with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income
securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the
prices is a function of the existing coupon, days to maturity and the increase or decrease in the
level of prevailing interest rates. Increased rates of interest, which frequently accompany
inflation and/or a growing economy, are likely to have a negative effect on the price of the
Debentures.

Uncertain trading market

The Issuer intends to list the Debentures on the WDM segment of the BSE and such other
recognized stock exchanges that the Issuer may deem fit after giving prior notice to the
Debenture Trustee. The Issuer cannot provide any guarantee that the Debentures will be
frequently traded on the BSE or such other stock exchanges on which the Debentures are listed
and that there would be any market for the Debentures.

P a g e | 27
 SECTION III: INFORMATION RELATING TO THE COMPANY

I. General information:

(i) General information in relation to the Company and name and address of the following:

Name RattanIndia Solar 2 Private Limited

Registered Office 101,1st Floor, Naurang Bhawan, 21 Kasturba Gandhi Marg, New Delhi -
110001 India
Corporate Office 328/329, G Wing, Kanakia Zillion, LBS Road, Bandra Kurla Complex
Road, Annex, Kurla West, Mumbai – 400070, Maharashtra, India
Website www.vector-green.com/rattanindia/
Date of incorporation July 2, 2008
Chief Finance Officer N.A.
(CFO)
Arrangers

ICICI Bank Limited Axis Bank Limited

Address: ICICI Bank Towers, Address: Axis House, 8th Floor,
Bandra-Kurla Complex, Bandra Debt Capital Markets, Bombay
(East), Mumbai – 400 051 Dyeing Mills Compound, PB Marg,
Tel: 022-4008 8919 Worli, Mumbai – 400025
Fax: 022-4008 1099 Tel: +91 22 4202 6695
Email: Fax: +91-22-2425 2800
[email protected] Email:
Contact Person: Mr. Ritesh Tatiya [email protected]
Website: www.icicibank.com Contact Person: Abhishek Lahoti
Website: www.axisbank.com
Trustee to the Issue Axis Trustee Services Limited

Address: The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar West
, Mumbai - 400 028
Tel: 022 22 6230 0446
Fax: 022 6230 0700
Email: [email protected]
Website: [email protected]
Contact person: General Manager – Operation Head
Registrar and Transfer KFin Technologies Private Limited (formerly known as Karvy Fintech
Agent Private Limited)

Address: Selenium Building, Tower-B, Plot No- 31 & 32, Financial

District, Nanakramguda, Serillingampally, Hyderabad, Rangareddi,
Telangana, India- 500032.
Tel: +91 40 6716 2222 , 7961 1000
Email: [email protected]; [email protected];
[email protected]; [email protected]
Website: www.kfintech.com
Credit Rating Agency CRISIL India Ratings & Research
of the Issue
Address: Central Avenue, Address: Harmony Square, 3rd Floor,
Hiranandani Business Park, Prakasam Street, T Nagar, Chennai –
Powai, Mumbai - 400 076 600 017, India
Tel:+91 22 3342 3000 Tel: + 91 44 4340 1700
Contact Person: Varun Contact Person: Siva Subramanian
Marwaha

P a g e | 28
 Email: Email:
[email protected] [email protected]
Website: www.crisil.com Website: www.indiaratings.co.in
The Company reserves the right to obtain an additional credit rating from
any SEBI registered Credit Rating Agency for full or part of the Issue,
which shall be at least equivalent to the prevailing credit rating to the
Issue.
BSR & Co. LLP
Auditor(s) of the
Address: 5th Floor, Lodha Excelus, Apollo Mills Compound, N M Joshi
Company
Marg, Mahalaxmi, Mumbai – 400011

(ii) Details of default, if any, including therein the amount involved, duration of default and present
status, in repayment of:

(a) statutory dues: NIL

(b) debentures and interest thereon: NIL
(c) deposits and interest thereon: NIL
(d) loan from any bank or financial institution and interest thereon: NIL

(iii) Name, designation, address and phone number, email ID of the nodal / compliance officer of the
Company and persons connected, in the Issue

Name: Khushboo Harshit Bhatt

Designation: Company Secretary and Compliance Officer
Address: 179/7, Raigad CHS, Sector-1, Charkop, Kandivali (West), Mumbai 400067, Maharashtra, India
Telephone: 9773079214
Email: [email protected]

(iv) Management’s perception of risk factors:

Please refer to the section titled Risk Factors on page 24 above.

(v) Any default in annual filing of the Company under the Companies Act, 2013 or the rules made
thereunder: NIL

II. Particulars of the Offer:

Date of passing of Board Resolution June 7, 2021

Date of passing of resolution in general June 7, 2021
meeting, authorizing the offer of securities
Kinds of securities offered (i.e., whether share
2,270 Senior, Secured, Rated, Listed, Non-Cumulative,
or debenture) and class of security; the totalRedeemable, Taxable, Rupee Denominated, Non-
number of NCDs to be issued Convertible Debentures of the face value of INR
10,00,000 (Rupees ten lacs) each aggregating to
INR 227,00,00,000 (Rupees two hundred and twenty
seven crores) as per the Term Sheet
Price at which the security is being offered, 10,00,000 (Ten Lacs only) per NCD issued at par
including premium if any, along with
justification of the price
Name and address of the valuer who N.A. as securities are being offered at par
performed valuation of the security offered
Relevant date with reference to which the NA
price has been arrived at

P a g e | 29
 Proposed time within which the Allotment The NCDs shall be allotted to the Investors on the
shall be completed Deemed Date of Allotment i.e., July 1, 2021

Class or classes of persons to whom allotment Please refer to “Eligible Investors” in the section Issue
is proposed to be made Details/ Term Sheet beginning on page 62 below.
Proposed time schedule for which the private This Information Memorandum shall be valid till the
placement offer cum application is valid Issue Closing Date i.e., June 30, 2021
Change in control, if any, in the Company that N.A.
would occur consequent to the private (The proposed issue is of debt instruments; hence there
placement shall not be any change in the control)
Number of persons to whom allotment on N.A.
preferential basis/private placement/ rights
issue has already been made during the year,
in terms of number of securities as well as
price
Justification for the allotment proposed to be N.A.
made for consideration other than cash
together with valuation report of the
registered valuer
Amount which the Company intends to raise INR 227,00,00,000 (Rupees two hundred and twenty
by way of securities seven crores)
Terms of raising of securities As per the section Issue Details/ Term Sheet beginning
on page 62 below.
(a) duration; if applicable
(b) rate of dividend;
(c) rate of interest;
(d) mode of payment
(e) repayment;
Mode of Payment/repayment National Electronic Fund Transfer/Real Time Gross
Settlement
Purpose and objects of the offer As per the section Issue Details/ Term Sheet beginning
on page 62 below.
Contribution being made by the promoters or Nil
directors either as part of the offer or
separately in furtherance of the object
Principal terms of assets charged as security, As per the section Issue Details/ Term Sheet beginning
if applicable on page 62 below.
The details of significant and material orders NIL
passed by the regulators, courts and tribunals
impacting the going concern status of the
Company and its future operations

The pre-issue and post-issue shareholding pattern of our Company as on March 31, 2021:

Pre-Issue Post-Issue*
Sr. Category No. of No. of % of No. of No. of % of
No. Shares Shares in share Shares Shares in share
held Demat holding held Demat holding
Form Form
A Promoters
holding
1 Indian / - - - - - -
Individual
(including
NRIs)

P a g e | 30
 Pre-Issue Post-Issue*
Sr. Category No. of No. of % of No. of No. of % of
No. Shares Shares in share Shares Shares in share
held Demat holding held Demat holding
Form Form
Bodies 2,38,99,300 2,38,99,300 100 2,38,99,300 2,38,99,300 100
corporate
Sub-total 2,38,99,300 2,38,99,300 100 2,38,99,300 2,38,99,300 100
2 Foreign - - - - - -
promoters
Sub-total 2,38,99,300 2,38,99,300 100 2,38,99,300 2,38,99,300 100
(A)
B Non-
promoters
holding
1 Institutional - - - - - -
investors
2 Non- - - - - - -
Institutional
investors
Private
corporate
bodies
Directors and
relatives
Indian public
Other
[including
non-resident
Indians
(NRIs)]
Sub-total
(B)
GRAND 2,38,99,300 2,38,99,300 100 2,38,99,300 2,38,99,300 100
TOTAL

*Post issue shareholding pattern of the Company will not change with the issuance of the NCDs.

III. Disclosure with regard to interest of directors, litigation, etc.:

Any financial or other material interest of the None of the directors, promoters or key managerial
directors, promoters or key managerial personnel have any financial or other material interest
personnel in the Issue and the effect of such in the Issue.
interest in so far as it is different from the
interests of other persons

Details of any litigation or legal action pending Nil

or taken by any Ministry or Department of the
Government or a statutory authority against any
promoter of the Company during the last 3
(Three) years immediately preceding the year of
the issue of the offer letter and any direction
issued by such Ministry or Department or
statutory authority upon conclusion of such
litigation or legal action shall be disclosed

P a g e | 31
 Remuneration of directors (during the current No remuneration has been paid to directors from the
year and last 3 (Three) financial years) Company including siting fees or any other type of
remuneration
Related party transactions entered during the Refer Annexure X
last 3 (Three) financial years immediately
preceding the year of circulation of offer letter
including with regard to loans made or,
guarantees given or securities provided
Summary of reservations or qualifications or Nil
adverse remarks of auditors in the last 5 (Five)
financial years immediately preceding the year
of issue of offer letter and of their impact on the
financial statements and financial position of the
Company and the corrective steps taken and
proposed to be taken by the Company for each
of the said reservations or qualifications or
adverse remark
Details of any inquiry, inspections or Nil
investigations initiated or conducted under the
Companies Act, 2013 in the last 3 (Three) years
immediately preceding the year of issue of
private placement offer cum application letter in
case of the Company and all of its subsidiaries.
Also if there were any were any prosecutions
filed (whether pending or not) fines imposed,
compounding of offences in the last 3 (Three)
years immediately preceding the year of offer
letter and if so, section-wise details thereof for
the Company and all of its subsidiaries
Details of acts of material frauds committed Nil
against the Company in the last 3 (Three) years,
if any, and if so, the action taken by the
Company

P a g e | 32
IV. Financial Position of the Company:

The capital structure of the Company as on Particulars Amount (Rs.)

date of this Information Memorandum in Authorised Share Capital
the following manner: 960,00,000 equity shares of Rs.10/- 96,00,00,000/-
Each
The authorised, issued, subscribed and Total 96,00,00,000/-
paid-up capital (number of securities, Issued, Subscribed and Paid-up Share
description and aggregate nominal value) Capital
2,38,99,300 equity shares of Rs. 10/- 23,89,93,000/-
each

Total 23,89,93,000/
Compulsory Convertible Debentures
(CCD)
35131970 CCDs Series A of Rs.10/- 35,13,19,700/-
Each
36565928 CCDs Series B of Rs.10/- 36,56,59,280/-
Each

Total 71,69,78,980/-

Note1:Both Class A and Class B CCDs are held by India

Infrastructure Fund II
Note2: The CCDs are convertible at a fair value price determined at
the time of conversion
Size of the Present Issue Issue of NCDs aggregating to INR 227,00,00,000 (Two hundred
and twenty seven crores only)
Paid-up Capital after the offer: The paid-up capital after the offer will be the same as it was
before the offer, as disclosed above.
Paid-up Capital after the conversion of Not applicable since this is an issuance of NCDs.
Convertible Instruments (if applicable)
Share Premium Account:
a. Before the offer: Nil
b. After the offer: Nil

Details of the existing share capital of the Company: Please refer to “Equity share capital history of the
Company since incorporation, which includes the equity share capital history of the Company as on March
31, 2021, for the last five years” on page 41 of this Information Memorandum.
Details of allotments made by the Company
in the last 1 (one) year preceding the date of Nil
the offer letter for Consideration other than
cash
Profits of the Company, before and after INR 2020-21 2019-20 2018-19
making provision for tax, for the 3 (Three) Profits / (88,34,456) 12,26,97,43 (29,36,23,170)
financial years immediately preceding the (Loss) Before 0
date of circulation of offer letter Tax
Profits / (1,21,20,726 12,26,61,64 (29,36,51,820)
(Loss) After ) 0
Tax
Dividends declared by the Company in
respect of the said 3 (Three) financial years; Particulars 2020-21 2019-20 2018-19
interest coverage ratio for last 3 (Three) Dividend Nil Nil Nil

P a g e | 33
 years (cash profit after tax plus interest Interest
2.13 2.21 1.80
paid/interest paid) Coverage

A summary of the financial position of the Annexure II

Company as in the 3 (Three) audited
balance sheets immediately preceding the
date of circulation of offer letter
Audited Cash Flow Statement for the 3 Annexure II
(Three) years immediately preceding the
date of circulation of offer letter
Any change in accounting policies during Nil
the last 3 (Three) years and their effect on
the profits and the reserves of the
Company

V. A brief summary of the business activities of the Company and its line of business including that of
its subsidiaries and details of branches and units, if applicable

a. Overview

Corporate Structure

India Infrastructure
Fund II
SEBI Registered AIF

Vector Green
Energy
Holding Company

Vector Green New Malwa Solar Power

Energies Generation
Intermidiate HoldCo 100% Subsidiary

Yarrow Sepset Priapus

Citra Real Estate Rattan India Solar 2
Infrastructure Constructions Infrastructure
100% Subsidiary 100% Subsidiary 100% Subsidiary 100% Subsidiary 100% Subsidiary

Industry Overview

India’s energy sector has grown at a healthy pace in the last decade (FY09 – FY19). The growth
has been driven by renewable energy sector – which has grown at a significant pace in this period
compared to conventional power which has witnessed muted growth. The share of renewable
energy in India’s power generation in FY19 was approximately 9%, while installed capacity was
at 25% as on April 30, 2021, which is planned to increase up to 40% of the total installed capacity
by 2030, in line with Paris Agreement on climate change as per CEA and MNRE sources. The

P a g e | 34
 capacity additions have ensured that the peak power shortage in India has decreased from 12.7%
in FY 2019 to less than 1% now.1

India’s renewable energy potential stands at over 1 Tera Watt – led by solar (nearly 749 GW), wind
(302 GW at 100 m hub heights), bio – energy (25 GW) and small hydro (21 GW)2. This effectively
means that India has the potential to be driven majorly by renewable power sources – once the
battery and other storage technologies evolve on utility scales.

Source: CEA, MNRE, Knowledge Paper of CARE – Roads and Renewables Conference

Until the year 2015, renewable power in India was dominated by wind power. In the FIT regime,
and with abundance of high wind sites, India witnessed sharp capacity additions in the sector. Solar
capacity additions increased after 2016 when the nodal agencies came up with multiple large
project bids and the sector has grown multifold since then. The highest capacity was added in the
sector in FY2018. There has been a decline in FY2019 owing to regulatory changes and addition
of safeguard duty on import of both solar modules and solar cells. The capacity additions increased
again in FY2020 before the epidemic led slowdown in FY2021. There is a slowdown in solar
capacity addition in H1 FY2021 at 1.4 GW owing to delays in implementation caused by the
lockdown restrictions and the continued execution challenges related to land and transmission
connectivity. Nonetheless, the execution is expected to improve, with easing of supply chain
challenges. Capacity additions in FY2022 and FY2023 are expected to be higher owing to a large

1
Source – Knowledge Paper Released at Care - Roads and Renewables Conference
2
Source - Knowledge Paper Released at Care - Roads and Renewables Conference

P a g e | 35
 pipeline being available from the bids of the last two years PPAs for which are likely to be executed
soon – though the surge in coronavirus is likely to create a few stumbling blocks on the way.

Similar to solar, capacity addition in wind segment also picked up from FY15 and there had been
highest ever capacity additions in FY17. However, capacity additions declined from FY18,
primarily upon migration from feed-in tariff mechanism to competitive-bidding mechanism from
February 2017. Though wind power continues to dominate the share of renewable energy capacity
in India at 37.51 GW compared with solar at 33.733 GW as on December 31, 2019, solar capacity
is likely to overtake wind capacity shortly considering the pace of solar capacity addition.

Policy and Regulatory Push: The government is promoting capacity addition of solar and wind
power projects through private sector investment by providing various fiscal and financial
incentives. In order to facilitate inter-state sale of power through wind and solar, government has
waived inter-state transmission charges and losses for inter-state sale of wind and solar power
projects to be commissioned by March 2022. Furthermore, the wind and solar power projects are
accorded ‘must run’ status. In addition to the fiscal and other incentives, technical support including
wind resource assessment and identification of potential sites is being provided through the
National Institute of Wind Energy, Chennai.. In order to address the payment related challenges of
the sector, the government has mandated the states to provide payment security mechanisms in the
form of revolving LCs. This provides legal teeth to the renewable power project developers and
should lead to greater interest from all developers – both domestic and international.

Offtaker Trend – In the initial years (2009-17, and earlier), bids and project allotments were
frequent from states and central counterparties alike. States like Gujarat, Maharashtra and
Karnataka (followed by AP, Telangana MP etc) proactively came with bids in order to fulfil their
RPOs and to encourage investments in the states. Over a period of time, the central entities like
SECI, NHPC and NTPC have proved to be more attractive for investors. The Central offtakers act
as aggregators and enable a conducive back to back PPA arrangement – helping the developers
with a single nodal agency to navigate the power sale arrangement, and helping the states with
logistical and commercial arbitrage. With central counterparties, the developers are also able to
aggregate projects in high generation locations across the country for greater economies of scale.
Central counterparties also enjoy higher creditworthiness on account of being Government of India
undertakings (in case of SECI) and a AAA rated central utility (in case of NTPC). Both these
entities also are beneficiaries of a tripartite agreement between Reserve Bank of India, Central
Government and State Governments under which they can access funds from center’s budgetary
grants to states in case state discoms default or delay on their payment obligations on PSAs signed
with these central counterparties. Having said that, some states like Gujarat & Maharashtra do
announce fresh bids from time to time – not only in utility scale developments, but occasionally,
on taluka / grid centric projects, providing the necessary mix of power purchase arrangements –
making the renewable energy sector the most dynamic one.

The decline in solar bid tariffs over the years improved the tariff competitiveness of solar power
projects vis-à-vis conventional sources and other renewable sources. This along with the strong
policy support from the Central and the state governments, led to large capacity addition in the
sector. The solar power segment witnessed a capacity addition of 40.5 GW (as at Apr-21) over the
past 6 years and the installed solar capacity reached 36.0 GW as of September 2020. This in turn
increased the share of solar power capacity in the overall RE sector to 40.4% as of September 2020
from 15.8% as of March 2016.4

Capacity additions are likely to remain strong in the sector in the near term with large scale bids
and new investors coming and staying in the sector. With financial developments like InvITs,
foreign listing of renewable energy companies and greater interest from large international players
and pension funds, access to equity has been strong – leading to accelerated growth in the sector.

3
Source – Knowledge Paper Released at Care – Roads and Renewables Conference
4
Source – ICRA publication on Indian Renewable Energy Sector November 2020

P a g e | 36
 On account of fall in solar module prices, the tariffs of delivered solar power have declined to
historical lows of Rs 1.99 and Rs 2.00 witnessed in bids towards the end of FY 2021. The sharp
decline in the solar power tariff in the latest bid is driven by a mix of factors including the
expectations of a further decline in module prices, lower cost of debt and expectations on higher
energy yield aided by the use of high-efficiency modules and/or trackers as well as relatively better
radiation levels in Rajasthan. Moreover, the availability of power sale arrangement with Rajasthan
discoms and GUVNL under these bids provided the developers an assurance of a timely signing of
power purchase agreements (PPAs) with the SECI. However, the final tariff for the discoms could
witness an increase due to basic customs duty (BCD) on imported PV cells (25%) and modules
(40%) levied by the Ministry of New and Renewable Energy (MNRE) starting April 1, 2022.

Despite the duty, solar power tariffs remain highly competitive for the utility off-takers against the
conventional sources like coal, gas and nuclear power projects. Additionally, tariff competitiveness
is also aided by the waiver of ISTS charges which is applicable for solar, wind and hybrid projects
to be commissioned till June 2023. In addition, the solar power projects remain favourably placed
with a relatively much lower construction period in comparison to the thermal and hydro power
projects, which are exposed to significant execution-related risks.

Key Challenges: Major challenges being faced by the developers in commissioning of renewable
projects include land acquisition, evacuation infrastructure robustness, non-conducive state
policies in certain states for development of renewable power and business environment such as
unwillingness of discoms to purchase RE power at slightly higher rates, delay in making timely
payment to RE generators by discoms, curtailment and seeking revision of power purchase
agreements, etc.

History and Business of the Issuer

RattanIndia Solar 2 Private Limited was originally incorporated as Indiabulls Power Projects
Development Limited on 2nd July 2008 under the Companies Act, 1956 with the registrar of
companies, subsequently, the name of our Company was changed to Devona Power Projects
Development Limited on 30th December 2014 to RattanIndia Solar 2 Limited on 29th feb 2016 to
RattanIndia Solar 2 Private Limited on 8th December 2016.

The Company engaged in development, ownership and operation of utility scale solar power
project of 50 MW (68.5 MWp DC) since the year 2017. The projects were awarded to RS2PL by
Solar Energy Corporation of India (SECI), India vide auction of solar power projects in the year
2016.

The projects are located in Allabad district, Uttar Pradesh in a solar power park. The project was
successfully completed in Mar 2018 (Commercial Operations Date) and has demonstrated a
successful operating track record of over 3 years. The power is sold to NTPC under a 25 year PPA
at a fixed tariff of Rs 4.43. Project components are supplied by reputed suppliers such as Sungrow
for inverters and HT Saae, C-Sun and GCL for solar panels.

The O&M of the plants is done by Sterling and Wilson Solar.

Main objects of the Issuer

In accordance with the Memorandum and Articles of Association of the Issuer, the main objects of
the Issuer include:
• To carry on the business of construction and development (including building, erecting,
demolishing, re-erecting, altering, repairing, re-modelling) of infrastructure and infrastructure
projects.
• To carry on the business of builders of infrastructure projects, General and Government
Contractor and Engineers (mechanical, electrical, canal, civil, irrigation).
• To acquire by purchase, lease, exchange or otherwise land, buildings, structures of any
description in India or abroad and any estate or interest therein and any rights over or connected
with land, building and structures for constructing, developing, reconstructing, altering,

P a g e | 37
 improving, decorating, furnishing and maintaining, townships, markets, offices, flats,
apartments, houses, shops, factories, ware-house, or other buildings residential and commercial
of all kinds and/or conveniences thereon, to equip the same or part thereof, notwithstanding
anything to the contrary contained in this Clause 3, the Company shall not engage in any
activities in which foreign direct investment is prohibited as per the Consolidated FDI Policy,
issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and
Industry, Government of India.
• To layout, develop, construct, build, erect, demolish, re-erect, alter, repair, remodel, improve,
grades, curves, pave, macadamize, cement, maintain or do any other work in connection with
any building or building scheme, structures, houses, apartments, places of worship, paths,
streets, sideways, courts, alleys, pavements, roads, highway, docks, sewers, bridges, canal,
wells, springs, dams, power plants, boors, wharves, ports, reservoirs, embankments, tramway,
railways, irrigations, reclamations, improvements, sanitary, water, gas or any other structural
or architectural work of any kind whatsoever and for such purpose, to prepare estimates,
designs, plans, specification or models, notwithstanding anything to the contrary contained in
this Clause 4, the Company shall not engage in any activities in which foreign direct investment
is prohibited as per the Consolidated FDI Policy, issued by the Department of Industrial Policy
and Promotion, Ministry of Commerce and Industry, Government of India
• To enter into joint venture, foreign collaboration in connection with any of the objects set out
above, as per permissible government guidelines
• To promote, undertake, carry on either on its own or through any other entity or to enter into
agreements, contracts, partnership, alliance or any other arrangement for technical, financial
and operational assistance or sharing of profits / losses with any person / body / bodies corporate
incorporated in India or abroad either under a strategic alliance or joint venture or any other
arrangement, in India or any part of the world, the business of generating, developing,
transmitting, distributing, trading and supplying all forms of electrical power/ energy from any
source whatsoever including Solar, Thermal, Hydro and Wind etc. and to construct, lay down,
establish, fix and carry out necessary power stations, cables, wires, lines, accumulators, lamps
and works and to carry on the business of electrician, electrical and mechanical engineers,
traders, suppliers of electricity for the purposes of light, heat, motive power or otherwise, and
as manufacturers of and dealers in apparatus and things required for or capable of being used
in connection with the generation, distribution, trading, supply, accumulation and employment
of electricity, galvanism, magnetism or otherwise and business of establishing, commissioning,
setting up, operating and maintaining electric power generating stations based on
conventional/non-conventional resources, timelines, sub-stations and transmission lines on
Build, Own and Operate (BOO) and/or Build, Own and Transfer (BOT), and/or Build, Own,
Lease and Transfer (BOLT) and/or Build, Own, Operate and Transfer (BOOT) basis and/or
otherwise, and to carry on the business of acquiring, operating, managing and maintaining
existing power generation stations, tie-lines, substations and transmission lines, either owned
by the private sector or public sector or any Government or other public authorities and for any
or all of the aforesaid purposes, to do all the necessary or ancillary activities as may be
considered necessary or beneficial or desirable and in any manner deal with or dispose of
undertaking, property, assets, rights and all other effects which in the opinion of the Company
is conducive to the attainment of any or all of its business objectives or to acquire and dispose
of shares, securities and interest in such businesses. Notwithstanding anything to the contrary
contained in this Clause, the Company shall not engage in any activities in which foreign direct
investment is prohibited as per the Consolidated FDI Policy, issued by the Department of
Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India

P a g e | 38
 b. Key Operational and Financial Parameters for the last 3 (three) audited years - (Standalone
basis)

(INR in million)

As at and for the As at and for the As at and for the

Parameters financial year ended financial year ended financial year ended
March 31, 2021 March 31, 2020 March 31, 2019

Net worth 339.49 74.70 (47.96)

Total Debt (excluding interest
2,085.89 2,162.77 2,074.21
accrued) of which-
- Non - Current Maturities of
2,005.84 2,085.90 1,990.61
Long Term Borrowing

- Short Term Borrowing (STB) - - -

- Current Maturities of Long

80.05 76.87 83.60
Term Borrowing
Net Fixed Assets (NFA) 2,891.71 3,010.29 2,924.70

Non-Current Assets (excl NFA) 112.25 164.92 260.06

Cash and Cash Equivalents 306.13 449.96 173.69

Current Investments (CI) - - 19.21
Current Assets 513.10 628.69 384.73
Current Liabilities 113.10 321.53 371.58
Net Sales 449.86 426.73 417.77
EBITDA (excluding exceptional
430.43 544.04 402.72
items)
EBIT (excluding exceptional
311.18 424.76 270.05
items)
Finance costs 320.02 302.06 563.67

PAT (including exceptional items) (12.12) 122.66 (293.62)

Dividend amounts (Excluding

- - -
DDT)
Current Ratio 4.54 1.96 1.04
Interest coverage ratio 2.21 2.20 1.77
Gross Debt/Equity Ratio 6.14 28.95 (43.25)
Debt Service Coverage Ratio 1.60 1.64 1.66

*Note: Total Debt Outstanding excludes any related party debt/quasi equity instruments.

c. Key Operational and Financial Parameters for the last 3 (three) audited years - (Consolidated
basis): Not applicable

P a g e | 39
 d. Gross Debt : Equity Ratio of the Company as on March 31, 2021:

On standalone basis
Before the Issue of NCDs 6.14
After the Issue of NCDs 6.69

e. Project cost and means of financing in case of funding of new projects: Nil

VI. Brief history of the Company since its incorporation giving details of its activities including any
reorganization, reconstruction or amalgamation, changes in its capital structure, (authorized,
issued and subscribed), share premium account and borrowings, if any

The Company was incorporated on July 2, 2008. Following are the details of capital structure:

a. Details of Share Capital as on March 31, 2021:

Particulars Amount (Rs.)
Authorised Share Capital
960,00,000 equity shares of Rs.10/- Each 960000000/-
Total 960000000/-
Issued, Subscribed and Paid-up Share Capital
2,38,99,300 equity shares of Rs. 10/- each 238993000/-

Total 238993000/-

Compulsory Convertible Debentures (OFCD)

35131970 CCDs Series A of Rs.10/- Each 351319700/-
36565928 CCDs Series B of Rs.10/- Each 365659280/-

Total 71,69,78,980/-

Note1: Both Class A and Class B CCDs are held by India Infrastructure Fund II
Note3: The CCDs are convertible at a fair value price determined at the time of conversion

Since the present Issue contemplates offer and issuance of NCDs, the aforesaid paid-up share capital
shall remain unchanged after the offer/issuance of the NCDs.

b. Change in Capital Structure – (Authorised Share Capital as on March 31, 2021) in the last
five years:
Date of Authorised Composition Remarks
Change Capital (INR) (No. of Shares & Face Value)
(EGM)
- 5,000,000 500,000 equity shares at face This was introduced at the time of
value of Rs. 10 each incorporation
25/05/2016 120,000,000 12,000,000 equity shares at
face value of Rs. 10 each
30/05/2016 122,500,000 i. 61,357 class A
equity shares face
value of Rs. 10
each
ii. 12,188,643 class B
equity shares face
value of Rs. 10
each

P a g e | 40
 Date of Authorised Composition Remarks
Change Capital (INR) (No. of Shares & Face Value)
(EGM)
07/02/2017 960,000,000 iii. 4,70,40,000 class
A equity shares
face value of Rs.
10 each
iv. 4,89,60,000 class B
equity shares face
value of Rs. 10
each

c. Equity share capital history of the Company since incorporation, which includes the equity
share capital history of the Company as on March 31, 2021, for the last five years:

Date No. of Fac Iss Consider Natur No. of Cumulative

of Equity e ue ation e of Equity
Allot Shares Val Pri (Cash, Allot shares
ment ue ce other ment (Issued No. of Equity Equity Equit
IN IN than and Equity share share y
R R cash, etc) Subscri Shares Capital Capital Share
bed) (Paid (Issued (Paid Premi
up) and up) um
Subscri (Rs.)
bed)
(Rs.)
02-07- 49,994 10 10 Cash MOA- 49,994 49,994 499,940 499,940 0
2008 AOA
subscri
ber
02-07- 1 10 10 Cash MOA- 1 49,995 499,950 499,950 0
2008 AOA
subscri
ber
02-07- 1 10 10 Cash MOA- 1 49,996 499,960 499,960 0
2008 AOA
subscri
ber
02-07- 1 10 10 Cash MOA- 1 49,997 499,970 499,970 0
2008 AOA
subscri
ber
02-07- 1 10 10 Cash MOA- 1 49,998 499,980 499,980 0
2008 AOA
subscri
ber
02-07- 1 10 10 Cash MOA- 1 49,999 499,990 499,990 0
2008 AOA
subscri
ber

P a g e | 41
 Date No. of Fac Iss Consider Natur No. of Cumulative
of Equity e ue ation e of Equity
Allot Shares Val Pri (Cash, Allot shares
ment ue ce other ment (Issued No. of Equity Equity Equit
IN IN than and Equity share share y
R R cash, etc) Subscri Shares Capital Capital Share
bed) (Paid (Issued (Paid Premi
up) and up) um
Subscri (Rs.)
bed)
(Rs.)
02-07- 1 10 10 Cash MOA- 1 50,000 500,000 500,000 0
2008 AOA
subscri
ber
26-05- 11,950 10 10 Cash Shares 11,950, 12,000 120,000 120,000 0
2016 ,000 rankin 000 ,000 ,000 ,000
g pari
passu
with
the
existin
g
shares
of the
compa
ny
09-06- 250,00 10 10 Cash Shares 250,000 12,250 122,500 122,500 0
2016 0 rankin ,000 ,000 ,000
g pari
passu
with
the
existin
g
shares
of the
compa
ny
24-04- 11649 10 10 Cash As 116493 23,899 238,993 238,993 0
2017 300 mentio 00 ,300 ,000 ,000
n in
AOA

d. Details of acquisition or amalgamation in last 1 year: Nil

e. Details of reorganization or reconstruction in last 1 year: Nil

P a g e | 42
 VII. Details of shareholding of the Company as on latest quarter ended i.e. March 31, 2021

a. Shareholding Pattern of the Company as on latest quarter ended i.e. March 31, 2021

Sr. Name of Shareholder No. of No. of % of No. of % of

No. Shares Shares in share shares shares
held Demat holding pledged pledged
Form with
respect
to
shares
owned
1. Vector Green New 23,899,299 23,899,299 99.99% 1,21,88,643 51%
Energies Private Limited -
VGNEPL (formerly
known as RattanIndia
Solar Private Limited)
2. India Infrastructure Fund II 1 1 0.01% - -
(as nominee of VGNEPL)
Total 23,899,300 23,899,300 100% 1,21,88,643 51%

b.
List of top 10 holders of equity shares of the Company as on latest quarter end i.e., March
31, 2021:
Sr. No. Name of Shareholder No. of No. of Shares in % of share
Shares held Demat Form holding
1. Vector Green New Energies Private 23,899,299 23,899,299 100%
Limited - VGNEPL (formerly known
as RattanIndia Solar Private Limited)

2. India Infrastructure Fund II (as 1 1 ~0%

nominee of VGNEPL)
Total 23,899,300 23,899,300 100%

VIII. Details regarding directors of the Company

a. Brief particulars of the Management of the Company and details of current directors of the
Company:

Our Board is responsible and has general powers for the management and conduct of our business.
The table below shows certain information in respect of the members of our Board as of the date
of this offering memorandum:

Name and address Age Designation DIN Director of Occupation Other Directorships in India
the
Company
since
Abhishek Goel 42 Non- 05278410 07/11/2019 Salaried 1. Sepset Constructions
Address: executive Limited
F-301, 18th Floor, Director 2. Yarrow Infrastructure
Ashok Garden T. J. Private Limited
Road, Sewree West, 3. Priapus Infrastructure
Mumbai 400015 Limited
4. Vector Green New
Energies Private Limited

P a g e | 43
 5. Pasithea Infrastructure
Limited
6. Vector Green Sunrise
Limited
7. Citra Real Estate
Limited
8. Vector Green Surya Urja
Private Limited
9. Vector Green Sunshine
Private Limited
10. Malwa Solar Power
Generation Private
Limited
11. Vector Green Newsolar
Private Limited
12. Vector Green Energy
Private Limited

Sameer Mathur 50 Non- 06642754 07/11/2019 Salaried 1. Sepset Constructions

Address: executive Limited
Building-2, Flat No.- Director 2. Yarrow Infrastructure
802, N R I Complex, Private Limited
Palm Beach Road, 3. Priapus Infrastructure
Sector- Limited
54/56/58,Nerul 4. Vector Green New
West,Near D.P.Scho Energies Private Limited
Ol,Navi Mumbai
5. Pasithea Infrastructure
400706
Limited
6. Vector Green Sunrise
Limited
7. Citra Real Estate
Limited
8. Vector Green Surya Urja
Private Limited
9. Vector Green Sunshine
Private Limited
10. Malwa Solar Power
Generation Private
Limited
11. Vector Green Newsolar
Private Limited

Thirunelloy 48 Non- 07086771 07/11/2019 Salaried 1. Sepset Constructions

Chellappa executive Limited
Pattabiraman Director 2. Yarrow Infrastructure
Address: Private Limited
702,Yucca Building, 3. Priapus Infrastructure
Yarrow Yucca Vinca Limited
CHSL, Nahar Amrit 4. Vector Green New
Shakti, Chandivali Energies Private Limited
Road, Andheri East
5. Pasithea Infrastructure
Mumbai 400072
Limited
6. Vector Green Sunrise
Limited

P a g e | 44
 7. Citra Real Estate Private
Limited
8. Vector Green Newsolar
Private Limited

Sivaramakrishnan 37 Non- 08591106 07/11/2019 Salaried 1. Sepset Constructions

Vijayaraghavan executive Limited
Director 2. Yarrow Infrastructure
Address:
A 102, Krishna Chs, Private Limited
Neelkanth Vihar, 3. Priapus Infrastructure
Sarvoday Buddh Limited
Vihar Marg, 4. Vector Green New
Vidyavihar Ea St, Energies Private Limited
Mumbai 400089 5. Pasithea Infrastructure
Limited
6. Vector Green Sunrise
Limited
7. Citra Real Estate
Limited
8. Malwa Solar Power
Generation Private
Limited

Names of the current directors who are appearing in the defaulters list of RBI and/or Export Credit Guarantee
Corporation: NIL

b. Details of change in directors since last three years:

Name of Director and DIN Date of Date of Director of the

Designation appointment Resignation Company since (
in case of
resignation)
Tarun Kumar 06687841 26/10/2016 08/11/2019 26/10/2016
Independent, Non-
executive Director
Vikas Kumar 07072281 20/01/2015 08/11/2019 20/01/2015
Non-executive Director
Vishal Bhatnagar 07432621 09/02/2016 08/11/2019 09/02/2016
Non-executive Director
Nand Kishore 07991509 01/09/2018 08/11/2019 01/09/2018
Non-executive Director
Abhishek Goel 05278410 07/11/2019 - -
Non-executive Director
Sameer Mathur 06642754 07/11/2019 - -
Non-executive Director
Sivaramakrishnan V 08591106 07/11/2019 - -
Non-executive Director
Thirunelloy Chellappa 07086771 07/11/2019 - -
Pattabiraman
Non-executive Director

P a g e | 45
IX. Details regarding the auditors of the Company

a. Details of the auditor of the Company

Name Address Auditor Since

BSR & Co. LLP 5th Floor, Lodha Excelus, Apollo Mills 19th June 2020
Compound, N M Joshi Marg,
Mahalaxmi, Mumbai – 400011

b. Details of changes in auditors since last 3 years:

Name Address Date of Auditor of the Remarks

Appointment Company up to (in
case of resignation)
Walter 16th Floor, Tower-II, 30th 11th June 2020 Changed in
Chandiok Indiabulls Finance September, rotation
& Co. LLP Centre, Senapati Bapat 2017
Marg, Elphinstone (W),
Mumbai, Maharashtra
400013
BSR & Co. 5th Floor, Lodha 19th June Current
LLP Excelus, Apollo Mills 2020
Compound, N M Joshi
Marg, Mahalaxmi,
Mumbai – 400011

X. Details of the borrowings of the Company as on March 31, 2021:

a. Details of secured loan facilities:

Lender’s Type of Sanctioned Outstanding Repayment Security

name facility amount (In principal (In INR) date/ schedule
INR)

Axis Bank Secured 75,35,49,736.00 71,97,50,465.16 Quarterly Secured by way of

Limited Term Loan unequal first pari passu charge
installments up over entire
to March -2035 immovable assets and
movable assets
NIIF Secured 93,44,69,470.00 90,35,37,122.00 Quarterly
including current
Infrastructure Term Loan unequal
assets, both present
Finance installments up
and future, of the
Limited to March -2035
project, all bank
HDFC Bank Secured 33,18,99,594.00 32,29,06,659.00 Quarterly accounts including
Limited Term Loan unequal trust and retention
installments up Accounts of the
to March -2035 Project, Assignment of
rights under project
Aseem Secured 16,10,81,200.00 15,67,16,648.73 Quarterly
documents, Pledge of
Infrastructure Term Loan unequal
shares to the extent of
Finance installments up
51% of equity and
Limited to March -2035
quasi-equity capital
held by Promoters

P a g e | 46
b. Details of unsecured loan facilities: As on March 31, 2021, the Company does not have any
outstanding unsecured loan facilities.

c. Details of non – convertible debentures: As on March 31, 2021, the Company does not have any
outstanding non-convertible debentures.

d. List of top 10 non-convertible debenture holders as on March 31, 2021:

As on March 31, 2021, the Company does not have any outstanding non-convertible debentures

e. The amount of corporate guarantee issued by the Company along with name of the counterparty
(like name of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued:
As on March 31, 2021, the Company has provided a cross-guarantee for the following fellow
subsidiaries for the secured term loans availed by them, in return for the guarantee provided by these
fellow subsidiaries for the secured term loans availed by the Company under a collective borrowing
arrangement:

Fellow Subsidiary Loan amount for which Loan amount for which
Company has provided Company has received
corporate guarantee corporate guarantee
Sepset Constructions Limited INR 1,99,00,00,000 INR 2,18,10,00,000
Yarrow Infrastructure Private INR 5,77,90,00,000 INR 2,18,10,00,000
Limited
Priapus Infrastructure Limited INR 10,20,00,000 INR 2,18,10,00,000
Citra Real Estate Limited INR 10,20,00,000 INR 2,18,10,00,000

f. Details of commercial paper outstanding as on the latest quarter end: As on March 31, 2021, the
Company does not have any outstanding commercial paper.

g. Details of rest of the borrowing (if any including hybrid debt like FCCB, optionally convertible
debentures / preference shares) as on March 31, 2021:

Lender’s Type of facility Sanctioned Outstanding Repa Cr Secu Sec

name amount (In principal (In ymen edi red / urit
INR) INR) t t unse y
date/ rat cure
sched ing d
ule
India Compulsorily 71,69,78,980 71,69,78,980 100%
Infrastructure Convertible - Apr
Fund II Debentures 12,
2042

h. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans,
debt securities and other financial indebtedness including corporate guarantee issued by the
Company, in the past 5 years: Nil

i. Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for
consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in
pursuance of an option: Nil

P a g e | 47
XI. Details of Promoters of the Company:

a. Details of promoter holding in the Company as on the latest quarter end i.e., March 31, 2021

Sr. Name of the Total No. of No. of shares Total No. of % of shares
No. Shareholders Equity shares in demat shareho shares pledged with
form lding as pledged respect to
% of shares owned
total
number
of
equity
shares
1. Vector Green New 2,38,99,299 2,38,99,299 100% 59,72,435 51%
Energies Private
Limited
2. India Infrastructure 1 1 - - -
Fund II (as nominee
of VGNEPL)
Total 2,38,99,300 2,38,99,300 100% 59,72,435 51%

XII. Abridged version of Audited Consolidated (wherever available) and Standalone Financial
Information (like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least
last three years and auditor qualifications, if any:

Please refer to Annexure II of this Information Memorandum for our audited standalone financial
statements for the financial years ended March 31, 2021, March 31, 2020, and March 31, 2019.

XIII. Abridged version of latest Audited / Limited Review half yearly Consolidated (wherever available)
and Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and
auditor’s qualifications, if any:

N.A.

XIV. Any material event/ development or change having implications on the financials/credit quality
(e.g. any material regulatory proceedings against the Company/promoters, tax litigations
resulting in material liabilities, corporate restructuring event etc.) at the time of issue which may
affect the issue or the investor’s decision to invest / continue to invest in the debt securities:

Nil

XV. The names of the debenture trustee(s) shall be mentioned with statement to the effect that
Debenture Trustee has given his consent to the Company for his appointment under regulation 4
(4) and in all the subsequent periodical communications sent to the holders of debt securities.

The Company has appointed Axis Trustee Services Limited, a company registered with SEBI to act as
the debenture trustee for and on behalf of the NCD Holders. The address and contact details of the
Debenture trustee are as under:

Name: Axis Trustee Services Limited,

Address: The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar West, Mumbai-400 028
Tel: +91 022-62300451
Website: www.axistrustee.in

Axis Trustee Services Limited has by way of letter dated June 3, 2021 given its consent to the Company
under regulation 4 (4) of SEBI Debt Listing Regulations to be appointed as the Debenture Trustee to
this Issue.

P a g e | 48
 The Company has entered into a Debenture Trustee Agreement dated June 19, 2021, as amended from
time to time, and will enter into a Debenture Trust Deed, inter-alia, specifying the powers, authorities
and obligations of the Company and the Debenture Trustee in respect of the NCDs.

Terms and conditions of Debenture Trustee Agreement including fees charged by Debenture
Trustees(s), details of Security to be created and process of due diligence carried out by the Debenture
Trustee are mentioned in Section III Serial Number XXVI of this Information Memorandum.

XVI. Whether the security is backed by a guarantee or letter of comfort or any other document/letter
with similar intent:

Yes, the NCDs are backed by corporate guarantees from the other entities of the Restricted Group in the
manner set out below:

Guarantor Guarantee Amount

Priapus Infrastructure Limited 227,00,00,000
Yarrow Infrastructure Private Limited 227,00,00,000
Sepset Constructions Limited 227,00,00,000
Malwa Solar Power Generation Private Limited 227,00,00,000
Citra Real Estate Limited 227,00,00,000

A copy of the deed of guarantee is enclosed as Annexure XV of this Information Memorandum.

XVII. Consent Letter from the Debenture Trustee

The consent letter from Debenture Trustee is enclosed as Annexure VIII of this Information
Memorandum.

XVIII. Names of all the recognized stock exchanges where the debt securities are proposed to be listed.

NCDs are proposed to be listed on the wholesale debt market segment of the BSE.

XIX. Disclosures pertaining to wilful default:

(a) Name of the bank declaring the entity as a wilful defaulter- Nil
(b) The year in which the entity is declared as a wilful defaulter- N.A
(c) Outstanding amount when the entity is declared as a wilful defaulter- N.A
(d) Name of the entity declared as wilful defaulter- N.A
(e) Steps taken, for the removal from the list of wilful defaulter: N.A
(f) Other disclosures, as deemed fit by the Company in order to enable the Investors to take informed
decision- Nil
(g) Any other disclosure as specified by SEBI: Nil

XX. Complete details of the assets on which the charge is to be created along with the description
nature, title location, value and basis of valuation – Please refer to the Term Sheet on page 62.

XXI. Rating Rationale(s) adopted (not older than 1 (One) year on the date of opening of the Issue)/
credit rating letter issued (not older than 1 (One) month on the date of opening of the Issue) by
the rating agency to be disclosed.

The credit rating letters each dated June 17, 2021 and the rating rationales dated April 14, 2021 and May
18, 2021, issued by the Credit Rating Agency, i.e. CRISIL and India Research & Rating, respectively,
are annexed herewith as Annexure VI.

P a g e | 49
XXII. Other Information:

a. Issue Structure and Process

This is a confidential Information Memorandum setting out the terms and conditions pertaining to issue
of senior, secured, rated, listed, non-cumulative, taxable, redeemable, rupee denominated non-
convertible privately placed debentures of face value of INR 10,00,000 (Ten Lacs Only) each for cash
(through banking channels) at par. Your participation is subject to the completion and submission of
application in accordance with BSE EBP Guidelines and as per the process specified in this Information
Memorandum and acceptance of the offer by the Company.

b. Issue Size
The Company proposes to issue NCDs of the face value INR 10, 00,000 (Ten Lacs Only), aggregating
to INR 227,00,00,000 (Two hundred and twenty seven crores only).

c. Details of utilization of issue proceeds

As set out under the definition of ‘Object(s) of the Issue’ in the Term Sheet.

d. Authority for the Issue

This private placement of NCD is being made pursuant to the resolution passed by the Board of
Directors of the Company, at its meeting held on June 7, 2021, read with the resolution of the Board at
its meeting held on June 17, 2021. The Issue has also been authorized by the shareholders of the
Company on June 7, 2021, in accordance with the Articles of Association of the Company.

e. Payment Terms
The full face value of the NCDs applied for is to be paid along with the Application Form.
Investor(s) need to send an application in accordance with the process under BSE EBP Guidelines as
specified in this Information Memorandum and credit the amount for the full face value of the NCDs
applied for through banking channels in the designated account of ICCL.

f. Interest on the NCDs

Interest payment at the applicable Coupon Rate will be made by way of RTGS/ NEFT to the NCD
Holder(s) whose name appears in the List of Beneficial Owners given by the Depository to the Company
as on the Record Date. Payments shall not be made by cash or cheques. Interest in all cases shall be
payable on the amount outstanding on an actual /actual day count basis, i.e., actual number of days
elapsed divided by the actual number of days in the year. In accordance with SEBI Circular No.
CIR/IMD/DF/18/2013 dated October 29, 2013 and SEBI Circular No. CIR/IMD/DF-11122/2016 dated
November 11, 2016 as amended from time to time, if any interest payments fall due on a public holiday/
non – Business Day/ Saturday/ Sunday, it will be paid on the succeeding Business Day without any
adjustment to the amount of interest payable. However, it is clarified that the respective payments (when
paid in the manner above) shall be made as per the amounts payable on the relevant due date.

g. Tax Deduction at Source

Tax as applicable under the I.T. Act, or any other statutory modification or re-enactment thereof will be
deducted at source. Tax exemption certificate/ document, under Section 193 of the I.T. Act, if any, must
be lodged at the registered office of the Company or at such other place as may be notified by the
Company in writing, at least 30 (thirty) calendar working days before the Coupon Payment Date.

Tax exemption certificate / document in respect of non-deduction of tax at source on interest on

application money, must be submitted along with the Application Form.

h. DRR
The Company shall, if applicable, create a DRR during the tenure of NCDs in accordance with the
provisions of the Companies Act and Rule 18 (7) (a) to (d) of The Companies (Share Capital and
Debentures) Rules, 2014 and circulars issued by the Ministry of Corporate Affairs in this regard from
time to time.

P a g e | 50
i. Payment of Redemption Installments and Coupon
The Company undertakes and covenants with the Debenture Trustee that the Company shall repay and
redeem, each Redemption Instalment on the Scheduled Redemption Dates in accordance with the
Debenture Trust Deed and the Information Memorandum.

Provided that if so called upon by the Debenture Trustee, the Company shall make payments as
aforesaid to or to the order of or for the account of the Debenture Trustee and such payment shall be
deemed to be in satisfaction of the aforesaid covenant of the Company to make such payments to the
Debenture Holder(s)/Beneficial Owner(s). Such payments shall be passed on to the Debenture
Holder(s)/Beneficial Owner(s), subject to the appropriation in the order of preference mentioned in the
Debenture Trust Deed.

The Company undertakes and covenants with the Debenture Trustee that the Company shall pay on
each of the Debentures, Coupon calculated at the Coupon Rate for each Coupon Period on the relevant
Coupon Payment Date in accordance with the Debenture Trust Deed and the Information Memorandum.
The first Coupon Payment Date shall be September 30, 2021. A Coupon Payment Date shall not extend
beyond the Final Scheduled Redemption Date and in the event the Coupon Payment Date extends
beyond the Final Scheduled Redemption Date then the Coupon Payment Date shall be the Final
Scheduled Redemption Date.

j. Payment on Redemption
Payment on redemption will be made by RTGS/ NEFT in the name of the NCD Holder whose name
appears on the List of Beneficial Owners given by Depository to the Company as on the Record Date.

The NCDs shall be taken as discharged on payment of the entire outstanding Secured Obligations by
the Company on maturity to the List of Beneficial Owners as provided by NSDL/CDSL/ Depository
Participant. Such payment will be a legal discharge of the liability of the Company towards the NCDs.
On such payment being made, the Company will inform NSDL/ CDSL and accordingly, the account of
the NCD Holders with NSDL/ CDSL will be adjusted. The Company's liability to the NCD Holders
towards all their rights, including for payment or otherwise shall cease and stand extinguished from the
due date of redemption in all events. Further, the Company will not be liable to pay any interest or
compensation from the date of redemption. On the Company dispatching the amount as specified above
in respect of the NCDs, the liability of the Company shall stand extinguished.

k. Creation of Security
All the securities as set out under the definition of ‘Security’ above shall be created in the manner as
provided in the Term Sheet provided in this Information Memorandum. The charge shall be created by
the Company before making an application for listing of debt securities. The charge created by
Company shall be registered with Sub-registrar, Registrar of Companies, CERSAI, Depository etc., as
applicable, within 30 days of creation of such charge.

The Security shall be created on or prior to the listing of the Debentures as per the terms of the Deed,
but shall in no event extend beyond 4 (four) Business Days from the Issue Closing Date, and perfected
within 30 (thirty) days from the date of the Deed. In case the charge is not registered anywhere or is not
independently verifiable, then the same shall be considered a breach of covenants/ terms of the issue by
the Issuer.

The NCDs shall be considered as secured only if the charged asset is registered with Sub-registrar and
Registrar of Companies or CERSAI or Depository etc., as applicable, or is independently verifiable by
the Debenture Trustee.

While the debt securities are secured to the tune of 100% of the principal and interest amount or as per
the terms of offer document/ information Memorandum, in favour of Debenture Trustee, it is the duty
of the Debenture Trustee to monitor that the security is maintained, however, the recovery of 100% of
the amount shall depend on the market scenario prevalent at the time of enforcement of the security.
Further, the debt securities shall be considered as secured only if the charged asset is registered with

P a g e | 51
 Sub-registrar and Registrar of Companies or CERSAI or Depository etc., as applicable, or is
independently verifiable by the debenture trustee.

The Company has obtained the necessary conditional consent or letters ceding pari-passu charge from
other existing charge holders.

l. Debenture Trustee
The Company has appointed Axis Trustee Services Limited as Debenture Trustee in respect of the
NCDs. The Company will enter into a DTD, inter-alia, specifying the powers, authorities and
obligations of the Company and the Debenture Trustee in respect of the NCDs.

Subject to the terms of the other Transaction Documents, the NCD Holders shall, without any further
act or deed, be deemed to have irrevocably given their consent to and authorised the Debenture Trustee
or any of their agents or authorised officials to do, inter alia, all such acts, deeds and things necessary
in respect of or relating to the Security to be created for securing the NCDs. Subject to Applicable Law,
all rights and remedies under the Debenture Trust Deed and/or other security documents shall rest in
and be exercised by the Debenture Trustee in terms of the Transaction Documents. Any payment made
by the Company to the Debenture Trustee on behalf of the NCD Holder(s) shall discharge the Company
pro tanto to the NCD Holder(s).

Company reserves the right to appoint any other SEBI registered Trustee.

The Company shall pay to the Debenture Trustee so long as they hold the office of the Debenture
Trustee, remuneration for their services as Debenture Trustee in addition to all mutually agreed costs,
charges and expenses which the Debenture Trustee or their officers, employees or agents may incur in
relation to execution of the Debenture Trust Deed and all other documents executed/to be executed to
give effect to the creation of security for securing the Debentures and such any other expenses like
advertisement, notices, letters to debenture holders, and additional professional fees/expenses that
would be incurred in case of default. The remuneration of the Debenture Trustee shall be as per the
offer letter No. ATSL/CO/2021-2022/42 dated May 14, 2021 as may be amended/modified from time
to time. The Company agreed to pay to the Debenture Trustee an amount of Rs 2,27,000 (plus applicable
taxes) as acceptance of the offer. Arrears of installments of annual service charges, if any, shall carry
interest at the rate as applicable under the Micro, Small and Medium Enterprises Development Act,
2006, as amended from time to time.

The terms of this Information Memorandum shall be effective only upon the submission by the
Company of the requisite information and documents to the satisfaction of the Debenture Trustee for
carrying out the requisite due diligence as required in terms of the relevant laws including in
connection with verification of the security / contractual comforts and the required asset cover for the
Debentures, which is undertaken by the Company to be submitted simultaneously with or prior to the
execution of this Information Memorandum. Without prejudice to the aforesaid, the Company shall
provide to the Debenture Trustee on or prior to date of execution of this Information Memorandum,
all the information hereto including the undertakings in relation to their assets substantially in the
format set out in Debenture Trustee Agreement as applicable. The Debenture Trustee, ipso facto does
not have the obligations of a borrower or issuer or a principal debtor as to the monies paid/invested
by investors for the Debentures and the recovery of 100% of the amount shall depend on the market
scenario prevalent at the time of enforcement of the Debentures.

The due diligence certificate from the Debenture Trustee to be given at the time of filing the Information
Memorandum, in accordance with the SEBI circular titled ‘Creation of Security in issuance of listed
debt securities and ‘due diligence’ by debenture trustee(s)’ dated November 3, 2020, is annexed as
Annexure XI.

m. Debenture Certificate
The NCDs since issued in electronic (dematerialized) form, will be governed as per the provisions of
the Companies Act, Depositories Act, Securities and Exchange Board of India (Depositories and

P a g e | 52
 Participants) Regulations, 1996, rules notified by NSDL/ CDSL from time to time, and other Applicable
Laws and rules notified in respect thereof.

n. Cash Flows per Non-Convertible Debenture:

As per the SEBI Circular No. CIR/IMD/DF/18/2013 dated October 29, 2013, the cash flows emanating
from the NCDs are mentioned below by way of an illustration.

As specified under Annexure III.

o. List of Beneficial Owners

The Company shall request the Depository to provide a List of Beneficial Owners as at the end of the
Record Date. This shall be the list, which shall be considered for payment of Coupon or principal
amount, as the case may be.

p. Joint-Holders

Where two or more persons are NCD Holders of any NCD(s), they shall be deemed to hold the same as
joint tenants with benefits of survivorship subject to other provisions contained in the Articles.

The Company may, at its option, use on its own, as well as exchange, share or part with any financial
or other information about the NCD Holders available with the Company, with its Subsidiaries and
Affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be
required and neither the Company or its Subsidiaries and Affiliates nor their agents shall be liable for
use of the aforesaid information.

q. Mode of Transfer
The provisions relating to transfer and transmission, nomination and other related matters in respect of
NCDs shall be as per the provisions of the Companies Act.

r. Succession
In the event of demise of the sole holder of the NCDs, the Company will recognize the executor or
administrator of the deceased NCD Holder, or the holder of succession certificate or other legal
representative as having title to the NCDs. The Company shall not be bound to recognize such executor,
administrator or holder of the succession certificate, unless such executor or administrator obtains
probate or letter of administration or such holder is the holder of succession certificate or other legal
representation, as the case may be, from a court in India having jurisdiction over the matter. The
directors of the Company may, in their absolute discretion, where they think fit, dispense with
production of probate or letter of administration or succession certificate or other legal representation,
in order to recognize such holder as being entitled to the NCDs standing in the name of the deceased
NCD Holder on production of sufficient documentary proof or indemnity.

s. Nomination
In the event of, however, a deceased NCD Holder having nominated any person entitled to be registered
as the NCD Holder in the event of his death, such nominee shall be registered as the NCD Holder in
place of the deceased NCD Holder, notwithstanding anything contained in any other Applicable Law
for the time being in force.

t. Debenture Trust Deed to prevail

In case of inconsistency between this/ Information Memorandum and the Debenture Trust Deed, the
Debenture Trust Deed shall prevail.

u. Rights of NCD Holders

The NCD Holders will not be entitled to any rights and privileges of shareholders other than those
available to them under statutory requirements. The NCDs shall not confer upon the holders the right to
receive notice, or to attend and vote at the general meetings of shareholders of the Company. The
principal amount of the NCDs and Coupon, if any, on the NCDs will be paid to the sole holder only,

P a g e | 53
 and in the case of joint holders, to the one whose name stands first in the list of beneficial owners. The
NCDs shall be subject to other usual terms and conditions incorporated in the debenture certificate(s)
that will be issued to the allottee(s) of such NCDs by the Company and also in the Debenture Trust
Deed.

v. Modification of Rights
The rights, privileges, terms and conditions attached to the NCDs may be varied, modified or abrogated
in the manner described under the relevant Transaction Documents.

w. Notices
All notices and other communications provided for under this Information Memorandum shall be: (i) in
writing; and (ii) faxed, emailed or sent by a Person, overnight courier (if for inland delivery) or
international courier (if for overseas delivery) to a party hereto at the registered office of the Company,
or at such other address and contact details as is designated by such party in a written notice to the other
party.

All such notices and communications shall be effective: (i) if sent by facsimile, when sent (on receipt
of a confirmation to the facsimile number); (ii) if sent by email, when sent (iii) if sent by Person, when
delivered, (iv) if sent by courier, (a) 1 (one) Business Day after deposit with an overnight courier if for
inland delivery; and (b) 5 (five) Business Days after deposit with an international courier if for overseas
delivery; and (v) if sent by registered letter when the registered letter would, in the ordinary course of
post, be delivered whether actually delivered or not.

An original of each notice and communication sent by facsimile and email shall be dispatched by person,
overnight courier (if for inland delivery) or international courier (if for overseas delivery) and, if such
Person or courier service is not available, by registered airmail (or, if for inland delivery, registered first
class mail) with postage prepaid, provided that the effective date of any such notice shall be determined
in accordance with above clause, without regard to the dispatch of such original.

Any notice or communication to be made or delivered to the Debenture Trustee, will be effective only
when actually received by the department or officer of Debenture Trustee for whose attention the same
has been expressly marked. In proving such receipt, it shall be sufficient to prove that personal delivery
was made or in the case of prepaid recorded delivery, registered post or by courier, that such notice or
other written communication was properly addressed and delivered or in the case of a facsimile message,
that an activity or other report from the sender’s facsimile machine can be produced in respect of the
notice or other written communication showing the recipient’s facsimile number and the number of
pages transmitted. In case of personal delivery of any notice or communication a copy of the same shall
be signed by the Debenture Trustee, which shall constitute due acknowledgement of the delivery.

x. Undertaking to use a common form of transfer

The NCDs issued shall be transferable and transmittable in the manner as prescribed in Companies Act.

y. Who Can Apply

Only those Investors, who have been addressed through a communication directly, are eligible to apply.
No other investor can apply. The categories of the Investors, to whom the communication has been
directed are set out in the Term Sheet.

All investors are required to comply with the relevant regulations/guidelines applicable to them for
investing in this Issue.

Nothing in this Disclosure Document shall constitute and/or deem to constitute an offer or an invitation
to an offer, to be made to the Indian public or any section thereof through this Information
Memorandum, and this Information Memorandum and its contents should not be construed to be a
prospectus or a statement in lieu of a prospectus under the Companies Act.

P a g e | 54
z. Applications under Power of Attorney / Other Authority
In case of an application made under a power of attorney or resolution or authority, a certified true copy
thereof along with memorandum of association and articles and/or bye-laws must be attached to the
Application Form at the time of making the application, failing which, the Company reserves the full,
unqualified and absolute right to accept or reject any application in whole or in part and in either case
without assigning any reason thereto. Names and specimen signatures of all the authorised signatories
must also be lodged along with the submission of the completed application. Further modifications/
additions in the power of attorney or authority should be notified to the Company at its registered office.

aa. Information relating to the terms of offer:

THE NCDs CAN BE APPLIED FOR ONLY IN DEMATERIALISED FORMAT

Applications under Power of Attorney/ Relevant Authority

DISCLAIMER:

PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THIS INFORMATION

MEMORANDUM HAS BEEN SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY.
HOWEVER, AN APPLICATION, EVEN IF COMPLETE IN ALL RESPECTS, IS LIABLE TO BE
REJECTED WITHOUT ASSIGNING ANY REASON FOR THE SAME. THE COMPANY MAY,
BUT IS NOT BOUND TO REVERT TO ANY INVESTOR FOR ANY ADDITIONAL
DOCUMENTS/ INFORMATION, AND CAN ACCEPT OR REJECT AN APPLICATION AS IT
DEEMS FIT. INVESTMENT BY INVESTORS FALLING IN THE CATEGORIES MENTIONED
ABOVE ARE MERELY INDICATIVE AND THE COMPANY DOES NOT WARRANT THAT
THEY ARE PERMITTED TO INVEST AS PER EXTANT LAWS, REGULATIONS, ETC. EACH
OF THE ABOVE CATEGORIES OF INVESTORS IS REQUIRED TO CHECK AND COMPLY
WITH EXTANT ENACTMENTS/RULES/ REGULATIONS/ GUIDELINES, ETC. GOVERNING
OR REGULATING THEIR INVESTMENTS AS APPLICABLE TO THEM AND THE COMPANY
IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY STATUTORY
OR REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE COMPANY
REQUIRED TO CHECK OR CONFIRM THE SAME. NON-RESIDENTS CANNOT APPLY FOR
OR HOLD THESE NCDS.

PLEASE NOTE THAT, BY SIGNING THE APPLICATION FORM, THE INVESTOR

ACKNOWLEDGES THAT THE INVESTOR IS DULY AUTHORISED, WHETHER UNDER
APPLICABLE LAW, OR UNDER THE INVESTOR’S CONSTITUTIONAL DOCUMENTS OR
OTHERWISE TO SUBSCRIBE TO THE ISSUE AND THE PERSON SIGNING THE
APPLICATION FORM IS A DULY AUTHORISED SIGNATORY IN THIS REGARD.

bb. Rejection of Applications

Application may be rejected on one or more technical grounds.

For further instructions regarding application for the NCDs, Investors are requested to read the
instructions provided in the Application Form.

cc. How to Apply

All eligible Investors should refer the operating guidelines for issuance of debt securities on private
placement basis through an electronic book mechanism as available on the website of BSE. Investors
will also have to complete the mandatory know your customer verification process. Investors should
refer to the BSE EBP Guidelines in this respect. The application form will be filled in by each Investor
and uploaded in accordance with the SEBI regulatory and operational guidelines. Applications for the
NCDs must be in the prescribed form (enclosed) and completed in BLOCK LETTERS in English as
per the instructions contained therein.

P a g e | 55
 (i) The details of the Issue shall be entered on the BSE Bond - EBP Platform by the Company at
least 2 (two) Business Days prior to the Issue opening date, in accordance with the operational
guidelines.

(ii) The Issue will be open for bidding for the duration of the bidding window that would be
communicated through the Company’s bidding announcement on the BSE Bond EBP-Platform,
at least 1 (one) Business Day before the start of the Issue opening date.

(iii) Some of the key guidelines in terms of the current operational guidelines on issuance of
securities on private placement basis through an EBP mechanism, are as follows:

(a) Modification of Bid

Investors may note that modification of bid is allowed during the bidding period / window.
However, in the last 10 (ten) minutes of the bidding period / window, revision of bid is only
allowed for improvement of coupon / yield and upward revision of the bid amount placed by
the Investor.

(b) Cancellation of Bid

Investors may note that cancellation of bid is allowed during the bidding period / window.
However, in the last 10 minutes of the bidding period / window, no cancellation of bids is
permitted.

(c) Multiple Bids

Bidders are permitted to place multiple bids in an issue.

Applications by Successful Bidders

Original application forms complete in all respects must be submitted to the corporate office of
Company before the last date indicated in the Issue time table or such extended time as decided by the
Company accompanied by details of remittance of the application money. This application will
constitute the application required under Section 42 of the Companies Act and the Companies
(Prospectus and Allotment of Securities) Rules, 2014. Successful bidders should ensure to do the funds
pay-in from their same bank account which is updated by them in the BSE Bond - EBP Platform while
placing the bids. In case of mismatch in the bank account details between BSE Bond - EBP Platform
and the bank account from which payment is done by the successful bidder, the payment would be
returned back. Payment should be made by the deadline specified by the BSE. Successful bidders should
do the funds pay-in to the following bank accounts of the Indian Clearing Corporation Limited
(“ICCL”):

ICICI Bank
Beneficiary Name: INDIAN CLEARING CORPORATION LTD
Account Number: ICCLEB
IFSC Code: ICIC0000106
Mode: NEFT/RTGS

ICCL shall initiate transfer of funds to the following bank account of the Company:

Details of Debenture Subscription Account of the Company

Beneficiary Name : RattanIndia Solar2 Private Limited
Account Name : RattanIndia Solar2 Private Limited
Beneficiary Bank Name : Axis Bank Limited
Bank Address : Nariman Point, Mumbai – 400021.
IFSC Code : UTIB0000173
Beneficiary Account no. : 920020017737260

P a g e | 56
 Eligible Investors may apply through the BSE Bond Platform through electronic book mechanism in
line with SEBI circular no. SEBI/HO/DDHS/CIR/P/2018/05 issued by SEBI on January 05, 2018, and
the “Updated Operational Guidelines for issuance of Securities on private placement basis through an
(“Electronic Book Mechanism”)” issued by BSE vide their Notice no. 20180928-24 dated September
28, 2019 and any amendments thereto (“BSE EBP Guidelines”)The settlement procedure in line with
the BSE EBP shall be as follows:

A. Settlement:

1. Pay-in towards the allotment of NCDs shall be done from the account of the bidder, to whom
allocation is to be made;

2. Provided that for the bids made by the Arrangers on behalf of eligible participants, funds pay-in
towards allotment of NCDs shall be made from the bank account of such eligible participants;

3. Pay in shall be done through clearing corporation of BSE, i.e. ICCL.

B. Settlement Summary:

Upon final allocation by the Issuer, the Issuer or the Registrar on behalf of the Issue shall instruct the
Depositories on the Pay-In Date, and the Depositories shall accordingly credit the allocated. Debentures
to the demat account of the successful bidder(s). The Depositories shall confirm to BSE Clearing the
transfer of Debentures in the demat account(s) of the successful bidder(s).

Timeline Activity for clearing corporation ‘ICCL’ Activity for Depositories

T- Day Bidding session
T+1 Day 1. Successful bidders to transfer funds from Depository on the instruction
bank account(s) registered with BSE Bond of Company or through its
Platform to the bank account of ICCL to Registrar and Transfer Agent,
the extent of funds pay-in obligation on or will be crediting the NCDs to
before 10:30 hours; the demat account of the
Investors.
2. Company to inform BSE Bond Platform
about the final decision of the Company to
go ahead with allotment for the issue by
12:00 hours;

3. Company to give instruction to Registrar

and Transfer Agent for crediting securities
to successful bidders. Registrar and
Transfer Agent to provide corporate
action file along with all requisite
documents to Depository by 12:00 hours;

4. Clearing corporation to initiate transfer of

funds to the bank accounts designated by
the Company.

The Company shall circulate copies of the Information Memorandum along with the serially numbered
Application Form, either in electronic or physical form, to the applicants and the Application Form will
be specifically addressed to such applicants. In terms of Section 42(7) of the Companies Act, the
Company shall maintain complete records of the applicants to whom the Information Memorandum and
the serially numbered Application Form have been dispatched. The Company will make the requisite

P a g e | 57
 filings with the concerned Registrar of Companies within the stipulated time period as required under
Section 42 of the Companies Act.

All applications for the NCDs(s) to be issued in pursuance of this Information Memorandum must be
in the prescribed Application Form and be completed in block letters in English language.

dd. Submission of Documents by Applicants

The Applicants shall submit the following additional documents along with the Application Form as
may be relevant:
• Memorandum and articles of association/documents governing constitution;
• Government notification/certificate of incorporation;
• SEBI registration certificate, if applicable;
• Resolution authorizing investment along with operating instructions (for companies);
• Power of attorney (original and certified true copy);
• Specimen signatures of authorised persons;
• Copy of PAN card.

ee. Basis of Allotment

The Company reserves the right to reject in full or partly any or all the applications received by it from
the Investors, without assigning any reason for such rejections.

ff. Date and Time of Receipt of Funds:

Pay-In-Date: July 1, 2021

Time of Receipt of Funds shall be the time of receipt of Application Money in the Debenture Subscription
Account on the Pay-In-Date for the purpose of subscribing in the Issue.

Notwithstanding the above, the Company reserves the right to determine the basis of allotment at its
sole discretion. For further clarity, please refer to the section titled “How to Apply”.

gg. NCDs Allotment/Refunds

Allotment of NCDs shall be made on dematerialized basis as provided in the Application Form.

hh. Issue of NCDs in Demat Form

The Company shall issue the NCDs in dematerialized form and has made necessary arrangements with
National Securities Depository Limited (NSDL) and/or Central Depository Services (India) Limited
(CDSL) for the same and shall apply for the ISIN code for the NCDs. Investors shall hold the NCDs in
demat form and deal with the same as per the provisions of Depositories Act, 1996 and the rules as
notified by NSDL/ CDSL, from time to time. Investors should, therefore mention their DP's name, DP-
ID Number and Beneficiary Account Number at appropriate place in the Application Form.

ii. Record Date

The date falling 15 (fifteen) calendar days prior to each Coupon Payment Date, the Scheduled
Redemption Date and any other Debenture Payment Date.

jj. Payment of Redemption

The NCDs shall be redeemed by the Company as per the Term Sheet.

P a g e | 58
 kk. Procedure for Redemption

Since the NCDs are held in dematerialized form, no action is required on the part of the NCD Holder(s)
at the time of redemption of the NCD. The name(s) would be as per the Depositories' records on the
Record Date fixed for the purpose of redemption.

All such NCDs will be simultaneously redeemed through appropriate debit corporate action. The
Company shall compute the redemption amounts to be paid to each of the NCD Holders. The
redemption proceeds shall be directly credited through RTGS or NEFT or by cheque/demand draft/cash
(through banking channels) as per Applicable Laws. Once the redemption proceeds have been credited
to the account of the NCD Holder(s), the Company's liability to redeem the NCDs on the date of
redemption shall stand extinguished and the Company will not be liable to pay any interest, income or
compensation of any kind from the date of redemption of the NCDs.

ll. Rights of NCD holders

The NCD Holders shall have such rights as specified in the Articles and Companies Act.

mm. Mode of Transfer of NCDs

The NCDs and the rights and obligations thereunder shall be freely transferable by the NCD Holders
without prior written consent of the Company to any third person in accordance with the procedure for
transfer of dematerialized securities under the Depositories Act, 1996, Securities and Exchange Board
of India (Depositories and Participants) Regulations, 1996, rules notified by the Depositories/
depository participant from time to time and other Applicable Laws and rules notified in respect thereof,
as amended from time to time. The NCD Holders shall have the right to novate or assign the rights
and/or benefits under the Transaction Documents without the prior written consent of the Company. All
costs/fees/expenses in relation to such transfer shall be borne by the NCD Holders.

In the event of the dissolution, bankruptcy, insolvency, winding up or analogous event of any of the
NCD Holders, the NCDs held by such NCD Holder shall be transmittable to the legal representative(s),
successor(s) or the liquidator, as the case may be, in accordance with the Applicable Laws.

The provisions relating to transfer and other related matters as contained in the Companies Act shall
apply to the NCDs as well.

The transferee(s) should ensure that the transfer formalities are completed prior to the record date. In
the absence of the same, redemption premium will be paid/redemption will be made to the person,
whose name appears in the Register of NCD Holders/records of the Depository. In such cases, claims,
if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Company.
Transfer cannot be made to the persons who are prohibited from holding debentures by Applicable Law.

nn. Depository arrangement

The Company has entered into depository arrangements with National Securities Depository Limited
(NSDL) and Central Depository Services Limited (CDSL) for issue and holding of the NCD(s) in
dematerialized/ electronic form.

As per the provisions of Depositories Act, 1996, the NCDs issued by the Company can be held in a
dematerialized/ electronic form, i.e., not in the form of physical certificate but be fungible and be
represented by the statement issued through electronic mode.

In this context:

(a) Agreements have been signed by the Company with NSDL/CDSL for offering a depository
option to the Investors.

P a g e | 59
 (b) The Applicant(s) must have at least one beneficiary account with any of the DP of NSDL/CDSL
prior to making the application.

(c) The Applicant(s) must necessarily fill in the details (including the beneficiary account number
and Depository Participant's ID) appearing in the Application Form.

(d) NCD(s) allotted to the Applicant(s) will be credited directly to the Applicant's Beneficiary
Account with his/their DP.

(e) Names in the Application Form should be identical to those appearing in the Beneficiary
Account details in the Depository. In case of joint holders, the names should necessarily be in
the same sequence as they appear in the account details in the Depository.

(f) If incomplete/ incorrect details are given under the heading 'Applicant’s depository details' in
the Application Form, it is liable to be rejected.

(g) The address, nomination details, bank account details and other details of the applicant as
registered with his DP shall be used for all correspondence with the Applicant(s). The
Applicant(s) are therefore responsible for the correctness of his demographic details given in
Application Form vis-à-vis those with his/their DP. In case information is incorrect or
insufficient, the Company would not be liable for losses, if any.

(h) Redemption amount with respect to the NCDs held in dematerialized/electronic form would be
paid to those NCD Holders whose names appear on the list of beneficial owners provided by
NSDL/ CDSL to the Company as on Record Date. In case of those NCD(s) for which the
beneficial owner is not identified by the Depository as on the Record Date, the Company would
keep in abeyance the payment of redemption premium/ redemption amount, till such time that
the beneficial owner is identified by the Depository and conveyed to the Company, whereupon
the interest or benefits will be paid to the beneficiaries, as identified.

oo. Effect of Holidays

In accordance with SEBI Circular No. CIR/IMD/DF/18/2013 dated October 29, 2013 and SEBI Circular
No. CIR/IMD/DF-11122/2016 dated November 11, 2016 as amended from time to time:

(a) If any interest payments fall due on a public holiday/ non – Business Day/ Saturday/ Sunday, it
will be paid on the succeeding Business Day;

(b) If any principal payments (including interest payments) fall due on a public holiday/ non –
Business Day/ Saturday/ Sunday, it will be paid on the preceding Business Day.

However, it is clarified that the respective payments (when paid in the manner above) shall be made as
per the amounts payable on the relevant due date.

pp. Day Count Convention

In accordance with SEBI Circular No. CIR/IMD/DF-11122/2016 dated November 11, 2016, Interest
and all other charges, including default interest and additional interest, if any, shall accrue based on an
actual/actual day count convention.

qq. Obligations of Investors

Notwithstanding anything contained hereinabove, every potential investor/investor of the NCDs must
read, understand and accept, and shall be deemed to have read, understood and accepted, the terms and
conditions of this Information Memorandum prior to investing in the NCDs.

P a g e | 60
 rr. Miscellaneous

The Issuer intends to, on a reasonable endeavours basis, refinance these NCDs at the end of
their 3 year tenure through either bank financing or through debt capital market issuance

P a g e | 61
XXIII. Issue Details/ Term Sheet

S. NO. ITEM PARTICULARS

1. Company/Issuer RattanIndia Solar 2 Private Limited
2. Restricted Group 1. Yarrow Infrastructure Private Limited (YIPL)
Issuers/ Group 2. Rattan India Solar 2 Private Ltd (RS2PL)
Issuers 3. Sepset Constructions Ltd (SCL)
4. Malwa Solar Power Generation Private Limited (MSPGPL)
5. Citra Real Estate Limited (CREL)
6. Priapus Infrastructure Limited (PIL)
The Issuer shall issue non-convertible debentures (“NCDs” or “Debentures”)
in such a manner that cumulative amounts of NCDs issued is equivalent to the
Issue Size.
3. Security Name 6.49% RS2PL 2024

4. Sponsor Vector Green Energy Private Limited (VGEPL) directly or indirectly owns
100% equity stake in the Restricted Group Issuers

VGNEPL Vector Green New Energies Private Limited directly owns 100% equity stake
in the Issuer
5. Parent/Promoter India Infrastructure Fund II (IIF2), a SEBI registered AIF managed by Global
Infrastructure Partners India LLP (GIP India) owns 100% equity shares of the
Sponsor
6. Restricted Group Each of the members in the Restricted Group Issuers (other than the Issuer) to
Guarantors provide irrevocable and unconditional guarantees for all the obligations under
the Debentures.
7. Restricted Group Solar PV power projects with operational capacity of 350 MWp (256MWac)
as identified upfront for refinancing (Identified Projects) with SECI/NTPC
offtake of 98% and rest 2% as shown in table below:
DC AC
Issuer Off-taker Location Capacity Capacity
(MWp) (MW)
Rajasthan (70
YIPL NTPC MW) / Karnataka 167 120
(50 MW)
RS2PL SECI Uttar Pradesh 69 50
SECI (40 MW)
SCL MSEDCL (2 Maharashtra 57 42
MW)
MSPGPL SECI Madhya Pradesh 53 40

CREL MSEDCL Maharashtra 2 2

MVVNL (UP
PIL Uttar Pradesh 2 2
Discom)
Total 350 256
8. Cash Pooling Please refer to paragraph 47 of this Term Sheet (Utilization of Surplus)
Structure
9. Type of Secured, Rated, Listed, Redeemable, Non-cumulative, Taxable, Non-
Instrument Convertible Debentures (“NCDs” / “Debentures”)

P a g e | 62
 10. Nature of Secured
Instrument
11. Seniority Senior
12. Mode of issue Private Placement
13. Eligible InvestorsThe following categories of investors together constitute eligible
investors:
1. Banks
2. Financial Institution
3. Non-Bank Finance Companies
4. Corporate Investors
5. Mutual Funds
6. Provident funds/ pension funds including National Pension
Scheme (NPS)
7. Foreign Portfolio Investors
8. Primary Dealers
9. Any other person authorized to invest in this Issue
For the primary issuance, out of above, only those recipients are eligible to
apply for the Debentures who have been addressed directly through
communication by or on behalf of the Issuer.
14. Listing On the WDM segment of BSE. The listing application shall be filed with the
(including name stock exchange within 4 trading days from the date of closure of the Issue.
of stock
Exchange(s) The Issuer shall enter into the listing agreement with the Stock Exchange,
where it will be comply with all the condition precedents thereunder and ensure that the
listed and Debentures are listed on the wholesale debt market segment of the Stock
timeline for Exchange within 4 (Four) trading days from the date of closure of the issue.
listing) All expenses, costs, charges incurred for the purpose of listing of the
Debentures, as also for making the offer for sale of the Debentures shall be
paid by the Issuer. The Stock Exchange(s) shall list the Debentures only upon
receipt of a due diligence certificate as per format specified by SEBI, from
Debenture Trustee confirming creation of charge and execution of the
Debenture Trust Deed.

In the event the Debentures are not listed within 4 (Four) trading days from
the date of closure of the Issue, the Issuer shall pay to the Debenture Holders
and the Debenture Trustee additional interest, over and above the applicable
Coupon Rate, at the rate of 1% (one per cent) per annum or such higher rate
as required by Law, computed from the Deemed Date of Allotment till the
Debentures have been listed (the “Listing Delay Interest”). The Listing
Delay Interest shall be payable on demand and in the absence of any such
demand on the next Coupon Payment Date.
15. Rating of the Provisional CRISIL AAA/Stable by CRISIL and Provisional IND
Instrument AAA(CE)/Stable by India Ratings & Research
16. Issue Size This Issue size is Rs. 227,00,00,000 (Rupees two hundred and twenty seven
crores).
17. Option to retain N.A
over subscription
(Amount)
18. Cash/ Cash
consideration
other than cash
19. Whether issued at No
Premium
20. Whether issued at No
discount

P a g e | 63
 21. Objects of the The Issuer shall use the proceeds of the Issue for the following purposes:
Issue / Purpose - Refinancing secured debt / unsecured debt including Sponsor loans
- Providing loans or inter-corporate deposits to Sponsor
- Funding the Debenture Service Reserve Account (DSRA)
- Various purposes in the normal course of business including and/or
augmentation of working capital
- Issue expenses and other transaction related expenses including
prepayment penalty payable to existing lenders (if any)
Upon utilization/setting aside of proceeds raised from the issuance of
Debentures towards
(i) refinancing existing senior secured debt of the Issuer;
(ii) funding the Debenture Service Reserve Account;
(iii) various purposes in the normal course of business including
and/or augmentation of working capital in relation to the Project;
and
(iv) meeting transaction related expenses including prepayment
penalty payable to existing lenders (if any),
each as permitted under the Purpose, the balance of the proceeds raised
from the issuance of Debentures may then be utilized by the Issuer
towards
(A) providing of loans or inter-corporate deposits to the Sponsor
and/or
(B) payment of coupon/interest accrued on loans made available
by the Sponsor, and/or
(C) refinancing unsecured debt including loans as made available
by Sponsor,
each as permitted and to the extent permitted as Purpose, and such
utilization of monies as stated towards (A), (B) and/or (C) shall not be
subject to testing and compliance of the Restricted Payment Conditions.

However, the Issuer shall not use the Issue proceeds for investment in
capital markets and real estate (land acquisition) and will be in compliance
withapplicable end use guidelines of SEBI.
22. Details of The proceeds of the NCD issuance shall be utilised towards the Purpose as
utilization of the mentioned above.
Proceeds
23. Credit Rating (i) Credit Rating Deterioration Event
covenant
Upon the occurrence of the Credit Rating Deterioration Event, the principal
amounts of all Debentures shall carry additional interest, over and above the
applicable Coupon Rate, at the rate of 0.25% p.a. (zero point two five percent
per annum) for every one notch downgrade of credit rating, computed from
the date of downgrading of credit rating by each notch (“Rating
Deterioration Interest”).

Upon the occurrence of the Critical Credit Rating Deterioration Event, the
principal amounts of all Debentures shall carry additional interest, over and
above the applicable Coupon Rate, at the rate of 1% p.a. (one percent per
annum) for every one notch downgrade of credit rating to AA- or below,
computed from the date of downgrading of credit rating by each notch
(“Critical Rating Deterioration Interest”).

Upon occurrence of a Critical Credit Rating Deterioration Event, and within

90 (ninety) days from the date of occurrence of the Critical Credit Rating

P a g e | 64
 Deterioration Event, the Issuer may, at its option, after providing a written
notice to the Debenture Trustee of at least 10 (ten) Business Days prior to
the Credit Rating Prepayment Option Date (“Credit Rating Prepayment
Option Notice”), prepay the outstanding principal amounts of all
Debentures along with all the other Amounts Due including the accrued
Coupon on the Debentures, (“Credit Rating Prepayment Option”). After
the issuance of a Credit Rating Prepayment Option Notice, the Issuer shall
prepay, on the Credit Rating Prepayment Option Date, amounts equal to the
outstanding principal amounts of all the Debentures along with all the other
Amounts Due, including accrued Coupon on the Debentures, and until such
amounts have been prepaid, the Issuer shall continue to pay Coupon along
with the Critical Rating Deterioration Interest as applicable pursuant to the
terms of the Deed. A Credit Rating Prepayment Option Notice once issued
by the Issuer shall be irrevocable.

(ii) Rating Event Prepayment Option

(a) Upon the occurrence of Rating Prepayment Event, each Debenture

Holder shall have the right (but shall have no obligation) to require
the Issuer, by issuing a written notice to the Issuer (“Rating Event
Prepayment Notice”), to redeem immediately but no later than 90
(ninety) days from the date of the Rating Event Prepayment Notice all
the Debentures held by such Debenture Holder, (“Rating Event
Prepayment Option”).

(b) Upon receipt of a Rating Event Prepayment Notice, the Issuer shall
be bound to redeem in full all the Debentures mentioned therein held
by the Debenture Holder, and shall pay to such Debenture Holder
within 90 (ninety) days from the date of the Rating Event Prepayment
Notice, the amounts equal to the outstanding principal amounts of the
Debentures as stated in the Rating Event Prepayment Notice along
with all the other Amounts Due including the accrued Coupon (until
the date of full payment of all Amounts Due pursuant to this sub-
section) on such Debentures, and until such amounts have been
prepaid, the Issuer shall continue to pay Coupon along with the
Critical Rating Deterioration Interest as applicable pursuant to the
terms of the Deed.
24. Coupon/ Coupon 6.49% per annum payable quarterly fixed Coupon for the tenor of the NCD.
Rate
25. Step Up/ Step Please refer to Credit Rating Covenant above.
Down Coupon
Rate
26. Coupon payment Quarterly
frequency
27. Coupon Payment First coupon to be paid on September 30, 2021 and subsequent interest
Dates payments to be done on every calendar quarter-end date and on the
Redemption as more particularly detailed under Annexure III (Cash Flow for
the Non-Convertible Debentures).
28. Coupon type Fixed
29. Coupon Reset N.A.
Date(s)
30. Coupon Reset N.A.
Process
31. Day count basis Actual / Actual (366 days in a leap year)

P a g e | 65
 32. Interest on the As the Pay-In Date and the Deemed Date of Allotment fall on the same date,
application no interest on application money shall be payable. Further, no interest on
money application money will be payable in case the Issue is withdrawn by the Issuer
in accordance with the EBP Operational Guidelines.
33. Default interest/ Amounts due and unpaid on due date shall attract additional interest of 2% per
Additional annum over the Coupon Rate for the period of default.
interest rate
34. Tenor/ Maturity The Final Scheduled Redemption Date shall be 3 years from the Deemed Date
Period of Allotment
35. Redemption Date 3 years from the Deemed Date of Allotment i.e. July 1, 2024
36. Redemption Structured, quarterly redemptions at the end of each calendar quarter-end
Schedule starting from September 30, 2021, as more particularly detailed as below :

(In INR Crore)

Scheduled Redemption Actual Payment Date Amount
Date
30th Sep 2021 30th Sep 2021 2.57
31st Dec 2021 31st Dec 2021 2.57
31st Mar 2022 31st Mar 2022 2.57
30th Jun 2022 30th Jun 2022 2.86
30th Sep 2022 30th Sep 2022 2.86
31st Dec 2022 30th Dec 2022 2.86
31st Mar 2023 31st Mar 2023 2.86
30th Jun 2023 30th Jun 2023 2.99
30th Sep 2023 29th Sep 2023 2.99
31st Dec 2023 29th Dec 2023 2.99
31st Mar 2024 29th Mar 2024 2.99
1st Jul 2024 1st Jul 2024 195.89
Total 227.00
37. Redemption Shall mean, on the Scheduled Redemption Date, in respect of the Debentures
Amount being redeemed, the principal amount of such Debentures being redeemed on
the Scheduled Redemption Date.
38. Redemption N.A.
Premium/
Discount
39. Issue Price Face Value Rs. 10,00,000 (Rupees Ten Lacs) per Debenture, to be issued at
par.
40. Discount at N.A.
which security is
issued and the
effective yield as
a result of such
discount
41. Mandatory (i) The Issuer shall mandatorily prepay the outstanding principal
Redemption amounts of all Debentures, in full or part, together with all the other
Amounts Due including the accrued Coupon on the Debentures to the
Debenture Holders upto the date of such prepayment within from the
proceeds of any amount received by and on behalf of the Issuer from
any of the following events, promptly on the receipt of such amounts
and in any event within 10 (ten) Business Days from the date of the
receipt of such amounts, without any requirement of notice from the
Debenture Trustee:

P a g e | 66
 a) any Insurance Proceeds to the extent such Insurance Proceeds are
not applied towards repair, renovation, restoration, replacing or
re-instating of the assets relating to which such Insurance
Proceeds were obtained;
b) any proceeds exceeding (i) Rs.1,00,00,000 (Rupees One Crore)
in the aggregate in a Fiscal Year for the Issuer or (ii) Rs.
6,00,00,000 (Rupees Six Crores) in aggregate in a Fiscal Year for
the Group Issuers, and arising from the sale, transfer or disposal
of movable or immovable assets of the Issuer;
c) subject to sub-section (d), any Contractual Damages arising
under the Project Documents (including but not limited to
Contractual Damages received pursuant to loss of revenue,
liquidated damages, termination payments, buyout
payments/forfeiture of advance/booking amount or from any
parties to erection, procurement and construction contracts,
operation and management contracts, lease agreements and/or
from any of its Affiliates). Provided that in the event the Issuer is
unable to utilize any Contractual Damages pursuant to a stay
order by a competent Government Authority as the Project
Participant has preferred an appeal against the payment of the
said Contractual Damages, the Issuer shall promptly inform the
Debenture Trustee of the same and the Issuer shall not be required
to mandatorily prepay the same within the timelines stipulated in
this section, unless the Debenture Trustee is of the opinion that
the utilization of said monies are not subject to stay / limitation
under the aforesaid order by the competent Government
Authority. Further, upon any such aforesaid stay / limitation
issued by Government Authority being lifted, the Issuer shall
utilize the monies towards prepayment in accordance with this
sub-section, promptly but no later than within 10 (ten) Business
Days from the date of lifting of such stay/limitation;
d) any proceeds arising in connection with a breach of warranty or
guarantee under any Project Document after meeting the relevant
replacement/repair expenses pertaining to the breach of warranty
or invoking of guarantees, to the satisfaction of the Debenture
Holders. Provided that in the event the Issuer is unable to utilize
any Contractual Damages pursuant to a stay order by a competent
Government Authority as the Project Participant has preferred an
appeal against the payment of the said Contractual Damages, the
Issuer shall promptly inform the Debenture Trustee of the same
and the Issuer shall not be required to mandatorily prepay the
same within the timelines stipulated in this section, unless the
Debenture Trustee is of the opinion that the utilization of said
monies are not subject to stay / limitation under the aforesaid
order by the competent Government Authority. Further, upon any
such aforesaid stay / limitation issued by Government Authority
being lifted, the Issuer shall utilize the monies towards
prepayment in accordance with this sub-section, promptly but no
later than 10 (ten) Business Days from the date of lifting of such
stay/limitation;
e) any proceeds resulting from an arbitral or judicial award received
by the Issuer in connection with or pursuant to any Project
Document (other than Contractual Damages as referred to in sub-
section (d) and other than proceeds received/to be received
pursuant to Legal proceedings as stated in Debenture Trust Deed);
and

P a g e | 67
 f) any proceeds arising in relation to the compulsory expropriation,
nationalisation, seizure or other similar event with respect to any
part of the Project.

It is hereby clarified that Issuer shall not be required to make payment

of any prepayment premium in the event of mandatory redemption
pursuant to the foregoing.

(ii) Also please refer to Accelerated payments clause in paragraph 89 of

this table.

No Prepayment premium shall be applicable for such mandatory

prepayment.
42. Acceleration On and at any time after the occurrence of an Event of Default, which is
rights continuing, the Debenture Trustee may, and shall if so directed by the
Debenture Holders, with their Approval, and/or any of the Debenture Holders
accelerate the maturity of the NCDs
43. Restricted Restricted Payments:
Payment
Conditions shall mean (i) the authorization, declaration or payment of any dividends or
distributions (either in cash, property or obligations) or return on Shares or
preference shares or any other instrument convertible to Shares issued by the
Issuer, (ii) the payment of interest or coupons on any loans or other
indebtedness availed by the Issuer from the other Obligors or their Affiliates,
(iii) payment of interest or other distributions on debentures (including the
CCDs or NCDs), warrants or any other instrument issued by the Issuer (either
in cash or property or in any other manner) to other Obligors or their Affiliates
or shareholder of the Issuer; (iv) the redemption, retirement, purchase or other
acquisition, directly or indirectly of any Shares of any class of the equity of
the Issuer (including preference shares) now or hereafter outstanding (or any
options or warrants issued by the Issuer with respect to its equity); (v) payment
of any monies in respect of any indebtedness of the Issuer availed from the
other Obligors or their Affiliates, or availed from any other Person on
subordinated terms subject to prior approval of the Debenture Trustee in
accordance with the terms of the Deed; or (vi) deposits to secure the financial
indebtedness of any other Obligors or their Affiliates ; or (vii) any investment
(other than a Permitted Investment) in any entity; or (ix) any unbudgeted
management fees to the Sponsor or any other Obligors or their Affiliates; or
(x) providing of any loans to Obligors and/or its Affiliates.

“Restricted Payment Conditions” shall mean the fulfillment (to the

satisfaction of the Debenture Trustee), both before and after making a
Restricted Payment, of all the following conditions:
i. no Default is in existence or would be in existence, if such
Restricted Payment is made;
ii. the Issuer has maintained the Debt Service Reserve Amount and
all other reserves required to be maintained under pursuant the
terms of the Deed, the Trust and Retention Account Agreement
and under Laws, and all other Accounts required to be funded
under the Trust and Retention Account Agreement are fully
funded;
iii. adequate funds are set aside for meeting any contingent liability
that has actually crystallized and becomes payable, in the
determination of the Debenture Trustee;
iv. the payments have been made by the Issuer to the Other Entities
as per Section 13 of Part A of Schedule VI hereof and the terms
of the Trust and Retention Account Agreement;

P a g e | 68
 v. Group DSCR is equal to or above 1.4x;
vi. mandatory redemption payments, if any required to be made,
including Cash Sweep, pursuant to the terms of the Deed and the
Debenture Documents, have been made as per the provisions of
the Debenture Trust Deed;
vii. in the event the aggregate generation across the Group Issuers
falls below P90 for 2 (two) consecutive years or falls by more than
5% of P90 in any 1 (one) year (as per latest EYA report) and the
Debenture Holders have exercised their right to cause the Group
Issuer to appoint an independent engineer to undertake site visits
and inspection including aerial thermography of modules, then on
detection of hot spots / defects in the modules, the Debenture
Holders or the Debenture Trustee shall reserve the right to
disallow Restricted Payments till the corrective measures
suggested by the independent engineer are implemented and the
generation increases above P90 levels;
viii. such Restricted Payment is permitted in Applicable Law.

Notwithstanding anything to the contrary contained in the Debenture Trust

Deed or other Debenture Documents, the Issuer agrees that in the event the
trailing twelve-month Group DSCR is less than 1.4, then cash surplus
available with the Issuer in connection with the trailing twelve-month period
shall be used towards the mandatory redemption of equivalent amount of
Debentures (“Cash Sweep”) and the repayment profile (including the Bullet
Installment) of outstanding Debentures will be reduced proportionately.

The Group DSCR shall be tested on a semi-annual basis at the end of each
Calculation Period for a trailing 12 month period for the purposes of
exercising cash sweep right as stated above.

In case of the Calculation Period ending on September 30, such testing shall
be done no later than 60 (sixty) days from the completion of the relevant
Calculation Period, based on limited review financial statements (viz
management accounts) of the Group Issuers for the trailing 12 months of the
Calculation Period.

In case of the Calculation Period ending on March 31, such testing shall be
done no later than 60 (sixty) days from the completion of the relevant
Calculation Period, based on the annual audited financial statements of the
Group Issuers in respect of the Calculation Period.

The Group DSCR shall also be tested at the time of testing of Restricted
Payment Conditions before effecting transfer of surplus funds into
Distribution Account including for making Restricted Payments in accordance
with terms of the Debenture Documents. For avoidance of doubt, it is clarified
that testing for Cash Sweep and for Restricted Payments will be always done
simultaneously, and no Restricted Payments will be done unless Group DSCR
covenant is also tested and found to be compliant.

The Issuer acknowledges and agrees that in case the aggregate generation
across the Group Issuers falls below P90 for 2 (two) consecutive years or falls
by more than 5% of P90 in any 1 (one) year (as per latest EYA report), the
Debenture Holders shall have a right to cause the Group Issuers to appoint an
independent engineer to undertake site visits and inspection including aerial
thermography of modules. In case of detection of hot spots / defects in the
modules, the Debenture Holders or the Debenture Trustee shall reserve the
right to disallow Restricted Payments till the corrective measures suggested

P a g e | 69
 by the independent engineer are implemented and the generation increases
above P90 levels.

It is clarified that in the event any monies are paid by the Sponsor to the Issuer
towards repayment of outstanding loans availed by the Sponsor from the
Issuer or towards payment of interest/coupon on such loans (“Excess
Amounts”), the Issuer may utilize such Excess Amounts for making payments
to the Sponsor or the Promoter without complying with Restricted Payment
Conditions, provided however that no Potential Event of Default or Event of
Default has occurred which is continuing. For the avoidance of doubt it is
clarified that the foregoingdoes not in any manner entitle the Promoter, the
Sponsor or any Affiliate to demand of the Issuer for payments out of the said
Excess Amounts.
44. Subordination of The Issuer hereby agrees that, and shall procure an undertaking on or before
Sponsor Debt
the Deemed Date of Allotment from each of the Other Entities, the Sponsor,
VGNEPL and the Promoter, in a form satisfactory to the Debenture Trustee,
wherein each of the Issuer, the Other Entities, the Sponsor, VGNEPL and the
Promoter undertake and agree that,: (A) any debt, inter-corporate deposits or
any other funding availed by the Issuer from the Promoter, VGNEPL, the
Sponsor or their Affiliates or any Other Entity (“Affiliate Debt”) shall at all
times until the Final Settlement Date, remain subordinated to the Debentures;
(B) no coupon/interest or redemption/principal repayment or payment in
respect of the Affiliate Debt shall be permitted unless such coupon/interest or
redemption/principal repayment on the Affiliate Debt is made as a Restricted
Payment upon compliance with the Restricted Payments Conditions and the
conditions mentioned in Section 2 of Part C of Schedule VI. It is clarified that
the Issuer may make Restricted Payments only upon compliance with all the
Restricted Payment Conditions, as certified by the Issuer and an independent
chartered accountant, and as confirmed by the Debenture Trustee to the
Account Bank in accordance with the terms of the Trust and Retention
Account Agreement. Notwithstanding the foregoing the Issuer may utilise
Excess Amounts for making payments to the Sponsor or the Promoter without
complying with Restricted Payment Conditions, provided however that no
Potential Event of Default or Event of Default has occurred which is
continuing. For the avoidance of doubt it is clarified that this sub-section does
not in any manner entitle the Promoter, the Sponsor or any Affiliate to demand
of the Issuer for payments out of the said Excess Amounts; (C) no Security
Interest shall be created upon, or with respect to, the Affiliate Debt without
the prior written consent of the Debenture Holders or the Debenture Trustee
acting for and behalf of the Debenture Holders; (D) any assignment or transfer
of Affiliate Debt to any third party (not being Promoter, VGNEPL, the
Sponsor or their Affiliates or any Other Entity) shall require prior written
consent of Majority Debenture Holders. Upon any Group Issuer making a
request for such transfer (“Affiliate Debt Notice”), and if consent of the
respective Group Issuer Majority Debenture Holders is not obtained, or in the
event no response is received from the respective Group Issuer Majority
Debenture Holders within 30 (thirty) days from the date of the Affiliate Debt
Notice, then all the Group Issuers shall have the right to repay all Group Issuer
Debenture Holders at par the outstanding principal amounts of all Group
Issuer Debentures along with all the other Group Issuer Amounts Due

P a g e | 70
 including the accrued Group Issuer Coupon on the Group Issuer Debentures
within 90 (ninety) days from the date of Affiliate Debt Notice. It is clarified
that if any one Group Issuer chooses to exercise its right to prepay, all the
other Group Issuers shall be bound to prepay their respective Group Issuer
Debentures and Group Issuer Amounts Due; (E) the Person which has
infused/provided the Affiliate Debt shall have no right to call an event of
default, howsoever classified, under any documents relating to the Affiliate
Debt and shall waive off all its rights under such documents to declare an
event of default or demand payments or take any actions against the Issuer;
(F) the Person which has infused/provided the Affiliate Debt shall not take
any steps available against any Group Issuer including but not limited to the
right to recall any of its Affiliate Debt under any documents relating to the
Affiliate Debt or under any Law including the Insolvency Code or any other
equivalent Law, and it shall not file or initiate any recovery suit, insolvency
proceedings, liquidation proceedings, resolution process or any other similar
process, against any Group Issuer; (G) all Affiliate Debt shall be without
recourse to any Group Issuer, the Group Issuer Project, or the Group Issuer
Debenture Trustee or the Group Issuer Debenture Holders.
45. Trust and The Issuer shall, within 10 (ten) days from the Deemed Date of Allotment
Retention enter into the Trust and Retention Account Agreement and open and establish
Account, Accounts, to the satisfaction of the Debenture Trustee. The Issuer shall, on
Waterfall and from the date when the first deposit from the Procurer is received in the
Mechanism Trust and Retention Account (“PPA Deposit Date”) and until the Final
Settlement Date, cause the deposit of all its cash flows (from whatever source)
and the Project Proceeds, except in case of Taxes and statutory dues refunds
received from any Government Authority or any ‘prior period adjustments’
received with respect to revenue, Taxes or Insurance Proceeds, into the
Accounts for application in accordance with the waterfall mechanism and the
other terms of the Trust and Retention Account Agreement, including by
depositing any payment received by it through cheques. The Issuer shall on
and from the Existing TRA Close Date and until the Final Settlement Date,
cause the deposit of all its cash flows (from whatever source) and the Project
Proceeds into the Accounts for application in accordance with the waterfall
mechanism and the other terms of the Trust and Retention Account
Agreement, including by depositing any payment received by it through
cheques.

The Issuer shall utilize funds in accordance with the following priority, in the
manner and as further detailed in the Trust and Retention Account Agreement
(unless otherwise stated in the Trust and Retention Account Agreement):
firstly, payment of Taxes and statutory dues, secondly, payment of O&M
expenses, thirdly towards debt servicing under the Debenture Documents;
fourthly under towards maintenance or reserves stipulated to be maintained
pursuant to the terms of the Debenture Documents and such other purposes
and order of priority as detailed in the Trust and Retention Account
Agreement. All fees, charges, costs and expenses in relation to the
establishment and operation of the Account Bank shall be borne solely by the
Issuer.

The Issuer hereby confirms that as on the date hereof, there are no bank
accounts other the Existing TRA Account and Permitted Accounts, and
hereby agrees and undertakes that the Issuer shall not open any other new
bank accounts except the Trust and Retention Account, without prior
consent of the Debenture Trustee. The Issuer undertakes to keep the

P a g e | 71
 Permitted Accounts as zero balance accounts until the closure thereof.
The Issuer shall, on or prior to the Existing TRA Close Date, provide a
confirmation to the Debenture Trustee regarding the closure of all bank
accounts of the Issuer, (including the Existing TRA Accounts and the
Permitted Accounts), except the Trust and Retention Account.

The Issuer agrees that it shall provide evidence, within 3 (three) Business Days
from the date of establishment and activation of the Trust and Retention
Account, that it has issued a standing irrevocable instructions to each of the
banks with which the Existing TRA Account and the Permitted Account,
respectively, has been opened for automatic daily transfer of funds from the
Existing TRA Account (including any sub-accounts thereunder) and the
Permitted Accounts into the Trust and Retention Account. The Issuer agrees
that any withdrawal of monies from the Existing TRA Account or the
Permitted Account except to the Trust and Retention Account shall be
permitted only with prior approval of the Debenture Trustee, and the Issuer
shall provide evidence, within 3 (three) Business Days from the date of
establishment and activation of the Trust and Retention Account, of
acknowledgement of the same from the banks with which the Existing TRA
Account and the Permitted Accounts, respectively, have been opened. The
foregoing is without prejudice to the generality of the obligaton of the Issuer
to ensure that the Permitted Accounts are at all times maintained as zero
balance accounts until the closure thereof.

46. Inverter The Issuer/ Restricted Group shall create and maintain inverter replacement
Replacement reserve, asagreed in the Base Case Business Plan.
Reserve
47. Utilization of The Issuer shall fund the Other Entities in accordance with the process laid
surplus down in the Trust and Retention Account Agreement. The Issuer confirms
that such funding to the Other Entities shall be in compliance with
Applicable Laws and the Issuer shall take all actions as may be necessary to
ensure that such funding is in compliance with all Applicable Laws. The
Issuer agrees that all Cash Surplus available (if any) with it shall, after
meeting its operations and maintenance costs and debt servicing, in
accordance with the mechanism laid out in the Trust and Retention Account
Agreement, will be made available to the Other Entities for making
payments for funding any shortfall (i) for debt servicing by the Other
Entities, provided such debt servicing is for the Other Entities Debenture
Holders and Other Entities Debenture Trustee; (ii) for restoring the debt
service reserve amount and all other reserves required to be maintained by
the Other Entities as per the provisions of the Other Entities Debenture Trust
Deed; (iii) for operations and maintenance costs to be incurred by the Other
Entities or any other shortfall in the Other Entities Accounts as per the terms
of the Other Entities Debenture Trust Deed (collectively the “Deficient
Amount”).

The Issuer agrees that at least 5 (five) Business Days before any respective
Group Issuer Debenture Payment Date, the Debenture Trustee shall examine
(with the cooperation of the Group Issuer Account Bank) the balances lying
in the respective accounts of each Group Issuer, and in case of a shortfall in
Group Issuer Debt Service Account or Group Issuer Debt Service Reserve
Account or any other Group Issuer Account and in the event of availability
of Group Issuer Cash Surplus in the respective accounts of any other Group

P a g e | 72
 Issuer, then the Debenture Trustee will have the right to require relevant
Group Issuer Account Bank of such Group Issuer to transfer all or any part
of the Group Issuer Cash Surplus available with such Group Issuer to meet
the shortfall in Group Issuer Debt Service Account or Group Issuer Debt
Service Reserve Account or such other Group Issuer Account, as the case
may be, of the other Group Issuers, pro rata across Group Issuers, where
there is any shortfall in the said accounts.
48. Material Adverse shall mean, as of any date of determination by the Debenture Trustee (acting
Circumstances on the instructions of the Majority Debenture Holders), any event or
circumstance that has or may have a material and an adverse effect on:
(a) the financial condition, prospects, carrying of business or operation
of the Group Issuers as a whole;
(b) the ability of the Group Issuers as a whole to perform or comply
with their respective obligations under the Group Issuer Debenture
Documents ;
(c) the legality, validity, binding nature or enforceability of any
Debenture or any Debenture Document (including the ability of any
Secured Party to enforce any of its remedies under the Debenture
Documents or the effectiveness or priority of any of the Debenture
Documents);
(d) ability of any Secured Party to enforce any of its remedies under the
Transaction Documents.
49. Majority “Majority Debenture Holders” shall mean, subject to the Coordination
Debenture Agreement, the Debenture Holders holding an aggregate amount representing
Holders, Group not less than 51% (fifty one percent) or such other higher percentage as
Issuer Majority required under Law, of the value of the aggregate principal amount of all
Debenture Debentures outstanding from time to time, and for items specifically
Holders mentioned to be governed as such in the Coordination Agreement, subject to
Applicable Laws (including SEBI Regulations), Group Issuers Majority
Debenture Holders.

“Group Issuers Majority Debenture Holders” or “Group Issuer Majority

Debenture Holders” shall constitute the Group Issuers Debenture Holders
holding an aggregate amount representing not less than 51% (fifty one
percent), of the value of the aggregate principal amount of all Group Issuers
Debentures outstanding from time to time.

“Group Issuers Debenture” or “Group Issuer Debenture” shall mean the

debentures issued by each of the Group Issuers to their respective Group Issuer
Debenture Holders under their respective Group Issuer Debenture Trust
Deeds. “Group Issuers Debentures” or “Group Issuer Debentures” shall
be construed accordingly.

Any act, deed or thing done or to be done, including forming of an opinion,

providing a consent or a waiver, by the Debenture Trustee under the Deed or
any other Debenture Document shall be done with the prior written approval
or instructions of the Majority Debenture Holders or such higher number of
the Debenture Holders, as required under the terms of such Debenture
Document, and for items specifically mentioned to be governed as such in the
Coordination Agreement, subject to Applicable Laws (including SEBI
Regulations) with the prior written approval or instructions of the Group
Issuers Majority Debenture Holders.

Notwithstanding anything contained in any other Debenture Document, but

subject to the Proviso hereinbelow, any action to be taken or waiver to be
granted for items specifically stated in the Coordination Agreement, including

P a g e | 73
 triggering consequences of such Events of Default pursuant to the terms of the
Deed, as detailed in the Coordination Agreement, will be taken or granted, as
the case may be, in accordance with the instructions or approval of Group
Issuers Majority Debenture Holders, subject to Applicable Laws (including
SEBI Regulations), PROVIDED HOWEVER that, for the avoidance of doubt
it is clarified that:

(A) on and at any time after the occurrence of Events of Default more
specifically stated in the Deed with respect to (Default in
Payment), (Winding Up, Bankruptcy, Dissolution and Insolvency
– sub-paragraphs (i)(A),(i)(B),(i)(C),(i)(D) of para 80 of this
Term Sheet), (Cross Default), consequences to the Events of
Default may be triggered by any Debenture Holder in accordance
with the terms of the Deed, and the same shall not be subject to
any other Group Issuer Debenture Holder consents/instructions
pursuant to the Coordination Agreement.

(B) On and at any time after the occurrence of an Event of Default if

Majority Debenture Holders (in respect of Events of Default more
specifically stated in the Deed with respect to : (if Security
required to be created, perfected or maintained pursuant to the
Deed ceases to exist or be in full force and effect), (Delisting of
Debentures), consequences to the Events of Default may be
triggered by Majority Debenture Holders in accordance with the
terms of the Deed , and the same shall not be subject to Group
Issuer Majority Debenture Holders consents/instructions pursuant
to the Coordination Agreement.

50. Put Date N.A

51. Put Price N.A
52. Call Date N.A
53. Call Price N.A
54. Call Notification N.A
time
55. Put Notification N.A
time
56. Face Value Face Value Rs. 10,00,000 (Rupees Ten Lacs) per Debenture, to be issued at
par.
57. Minimum 1 Debenture having face value of Rs 10,00,000 each and multiples thereof.
Subscription and
multiples thereof
58. Record Date “Record Date” shall mean the record date which shall be 15 (fifteen) calendar
days prior to each Coupon Payment Date, the Scheduled Redemption Date
and other any Debenture Payment Date.
59. Issue Timing Issue/Bid opening date: June 30, 2021
Issue/Bid closing date: June 30, 2021
Issue opening Pay-in date: July 1, 2021
date Deemed date of Allotment: July 1, 2021
Issue closing date
Pay-in date
Deemed Date of
Allotment
60. Issuance mode of Demat only
the NCDs

P a g e | 74
 61. Trading mode of Demat only
the NCDs
62. Manner of Open bidding
bidding in the
Issue
63. Manner of Dematerialized and to be allotted on the Deemed Date of Allotment.
allotment in the
Issue
64. Mode of Uniform yield
allotment /
Allocation option
65. Manner of Pay-in of funds through ICCL and BSE
settlement in the
Issue
66. Pay – in Date July 1, 2021
67. Settlement mode Payment of coupon and repayment of principal shall be made by way of direct
of the NCDs credit/ RTGS/ NECS/ NEFT or any other electronic mode offered by banks.
68. Name of the NSDL and/ or CDSL
Depository
69. Business Day Business day shall mean:
Convention (a) in relation to the making of payment of any Amount Due to the Debenture
Trustee and/or the Debenture Holders, shall mean a day on which
scheduled commercial banks and money market in Mumbai are open for
normal banking business, other than a Saturday, a Sunday or a bank
holiday or a public holiday for the purpose of Section 25 of the Negotiable
Instruments Act, 1881 (26 of 1881) or a day when no high value clearing
or RTGS is available for any reason whatsoever at a place where the
registered/corporate office of the Company is situated; and

(b) in relation to all other matters, shall mean a day other than a Saturday, a
Sunday or a public holiday for the purpose of Section 25 of the Negotiable
Instruments Act, 1881 (26 of 1881) on which scheduled commercial banks
and money market in Mumbai are open for normal banking business.
70. Secured Parties Debenture Holders and Debenture Trustee (appointed on behalf of
the Debenture Holders).
71. Security (a) a first ranking pari passu charge and hypothecation on the Company’s
movable assets, including movable plant and machinery, machinery
spares, tools and accessories, furniture, fixtures, vehicles and all other
movable properties of whatsoever nature, both present and future, but
shall not include Excluded Assets,
(b) a first ranking pari passu charge over all Accounts and all other bank
accounts of the Issuer including the Trust and Retention Account and the
sub-accounts thereof including the Debenture Service Reserve Account
(or any account in substitution thereof) (but excluding the Distribution
Account) that may be opened in accordance with the Deed, the Trust and
Retention Account Agreement or any of the other Transaction
Documents, Existing TRA Revenue Account, the Existing TRA Accounts
and all funds from time to time deposited therein and all funds of the
Issuer, the Project Proceeds and all Permitted Investments, any other
investments or other securities of the Issuer (but excluding the
Distribution Account and the monies lying therein), both present and
future, but shall not include Excluded Assets;
(c) a first ranking pari passu charge on all revenues and receivables of the
Issuer, whether or not deposited in the Accounts, Existing TRA Revenue
Account, the Existing TRA Accounts, the book debts of the Issuer, the
operating cash flows of the Issuer and all other commissions and revenues
and cash of the Issuer and all investments of the Issuer (but excluding the

P a g e | 75
 Distribution Account and the monies lying therein), both present and
future, but shall not include Excluded Assets;
(d) a first charge on all current assets and intangible assets of the Issuer, if
any, including but not limited to goodwill, rights, undertaking and
uncalled capital of the Issuer, both present and future, but shall not include
Excluded Assets;
(e) a first charge and assignment, by way of security, in (i) all the rights, title,
interests, benefits, claims and demands whatsoever of the Issuer in the
O&M Contract, both present and future (including Step In Rights and
Substitution Rights); and (ii) all the rights, title, interests, benefits, claims
and demands whatsoever of the Issuer under all Insurance Contracts, both
present and future;
(f) a pledge by the Pledgors over the Pledged Securities;
(g) unconditional and irrevocable corporate guarantee, in a form and manner
satisfactory to the Debenture Trustee, provided by each of the Other
Entities to the extent of their respective Other Entities Cash Surplus of
such Other Entity (the “Corporate Guarantee(s)”);
(h) a first charge created by the Other Entities over Other Entities Cash
Surplus and their respective Other Entities Surplus Accounts and the
amounts lying therein to the extent of their respective Other Entities Cash
Surplus of such Other Entity,
Provided that assets stated in subsections (a) to (d) above which are proposed
to form part of the Secured Property shall not include Excluded Assets.
The Security shall be created on or prior to the listing of the Debentures as per
the terms of the Deed, but shall in no event be beyond 4 (four) Business Days
from the Issue Closing Date, and perfected within 30 (thirty) days from the
date of the Deed.
72. Security Cover The Issuer agrees and undertakes that the security interest created over
specific movable property (as understood under Rule 18(1)(d) of the
Companies (Share Capital and Debenture) Rules, 2014) in favour of the
Debenture Trustee, for the benefit of the Debenture Holders, shall be sufficient
to discharge principal amounts of the Debentures and the Coupon at all times.
The Issuer agrees and undertakes that the security interest created is adequate
to ensure 100% asset cover for the Debentures.

The Company shall also submit a certificate from a statutory auditor for every
second fiscal quarter and fourth fiscal quarter certifying the value of book
debts/receivables and maintenance of the Security Coverage Ratio, as per the
terms of Information Memorandum and the Debenture Trust Deed including
compliance with the covenants of the Information Memorandum and any other
covenants in respect of listed non-convertible debt securities in the manner as
may be specified by SEBI from time to time.
73. End Use End use of the Issue to be evidenced with a certificate from an independent
Certificate Chartered Accountant to be furnished to Debenture Trustee within 60 (Sixty)
days from the Deemed Date of Allotment.

Certificate from the statutory auditor of the Issuer in respect of utilisation of

funds to be furnished to the Debenture Trustee along with the half-yearly
financial results of the Issuer in accordance with the SEBI (Debenture
Trustees) Regulations, 1993 and the SEBI LODR Regulations.
74. Reserves (DSRA) The Issuer shall maintain the Debt Service Reserve Amount as required herein
on and from the Deemed Date of Allotment and until the Final Settlement
Date. The Debt Service Reserve Amount for the period commencing from the
Deemed Date of Allotment and until September 30, 2023, shall be equivalent
to an amount equal to the Scheduled Debt Service for the ensuing 6 (six)
months (excluding the Bullet Installment). The Debt Service Reserve Amount
for the period commencing from October 1, 2023 and until the Final

P a g e | 76
 Settlement Date shall be equivalent to (a) an amount equal to the Debt Service
Reserve Amount as was required to be maintained on September 30, 2023 or
(b) an amount equal to the Scheduled Debt Service for the ensuing 6 (six)
months (excluding the Bullet Installment, whichever of (a) or (b) is higher .
The Issuer may invest the Debt Service Reserve Amount only in Permitted
Investments as per the terms and conditions of the Trust and Retention
Account Agreement. The Debt Service Reserve Amount may be created by
the Issuer in the form of cash or in the form of bank guarantees from a bank
having credit rating of AAA at the time of issuance of the bank guarantee,
provided such bank guarantees are without recourse to Issuer or the Other
Entities and are on terms and conditions satisfactory to the Debenture Trustee
(“DSRA BG”). If the Debt Service Reserve Amount is in the form of bank
guarantee, then the Issuer shall get the guarantee renewed prior to 15 (fifteen)
days from the date of its expiry, and in the event the Issuer fails to do so then
the Debenture Trustee shall have the right to invoke the guarantee. Upon
furnishing of DSRA BG in lieu of maintaining Debt Service Reserve Amount
in the form of cash in accordance with this section, the monies so released
from the Debt Service Reserve Account pursuant to being replaced by DSRA
BG, may be utilized by the Issuer towards Restricted Payments without
being subject to testing and compliance of the Restricted Payment
Conditions. For the avoidance of doubt it is clarified that monies lying in the
Debt Service Reserve Account can be released only once the requisite DSRA
BG has been furnished in accordance with the terms of the Deed.

The Issuer shall create an Inverter Replacement Reserve in accordance with

the Financing Base Case.
75. Conditions 1. The Issuer shall have submitted to the Debenture Trustee, in a form
Precedent to the and manner satisfactory to the Debenture Trustee, the following on or
subscription of prior to the date of execution of the Deed:
NCDs
(i) a certified true copy of the up-to-date memorandum and articles of
association of the Issuer and the other Obligors (except the Promoter),
amended, if required, to give effect to the provisions of the Debenture
Documents, certificate of incorporation and certificate of
commencement of business, if any, of the Issuer and the other
Obligors;
(ii) a certified true copy of resolution of the board of directors of the Issuer
accepting the terms of the Debentures and approving the issuance of
the Debentures
(iii) a certified true copy of resolution of the board of directors of each
Obligor (i) approving the terms of, and the transactions contemplated
by, the Debenture Documents (including creation and perfection of
Security) and the execution, delivery and performance of the
Debenture Documents (ii) authorizing the affixation of the common
seal on such Debenture Documents as may be required, and (iii)
authorizing specified person or persons to sign, execute and deliver
each such Debenture Document and any documents to be delivered by
it pursuant thereto;
(iv) certified true copy of the shareholders resolutions of each Obligor
which is a corporate entity (other than the Promoter)(including the
resolutions required by the Issuer under Sections 42, 180(1)(a) and
180(1)(c) of the Companies Act, 2013, if applicable, and resolutions
required by the other such Obligors under Sections 180(1)(a), 185 and
186 of the Companies Act, 2013, if applicable) authorising them to
enter into and perform their obligations under the Debenture
Documents;

P a g e | 77
 (v) a certificate from an independent chartered accountant confirming,
inter alia, that the issuance of Debentures shall not cause any
borrowing limits that may be binding on the Issuer under the
Constitutional Documents or shareholders’ or Board’s resolutions or
otherwise, to be exceeded;
(vi) a certificate of the company secretary/Authorized Officer of the Issuer
certifying that the Issuer has the necessary powers under the
constitutional documents to issue the Debentures, create the Security
and enter into the Debenture Documents and that issuance of the
Debentures and the creation of the Security under and pursuant to the
Debenture Documents would not cause any limit (including any
borrowing limit) that may be binding on the Issuer under the
Constitutional Documents or shareholders’ or Board’s resolutions or
otherwise, to be exceeded;
(vii) separate certificates of the independent chartered accountant and
company secretary/director of each Obligor which is a corporate entity
(other than the Issuer and the Promoter) certifying that such Obligor
has the necessary powers and authorization under its constitutional
documents to enter into the Debenture Documents, to which it is a
party, and to perform its obligations under the Debenture Documents,
to which it is a party (including under Sections 180(1)(a), 185 and 186
of the Companies Act, 2013, if applicable);
(viii) a specimen of the signature of each person authorized by the
resolutions referred to above, verified and attested in a manner
acceptable to the Debenture Trustee;
(ix) a certificate from the Issuer, certifying that:
(a) the borrowing by issuance of the Debentures would not
cause any borrowing limit binding on it to be exceeded;
(b) the Company, in its meetings of shareholders, has not
imposed any restrictions on the Board for issue and
allotment of the Debentures;
(c) no Default is continuing or would result as a consequence
of performance of any of its obligations under the
Debenture Documents and that all the Warranties are true
and correct, and that no Material Adverse Effect has
occurred and there are no circumstances existing which
could give rise, with the passage of time or otherwise, to a
Material Adverse Effect on the Issuer;
(d) the appointment of Debenture Trustee is in compliance
with the conditions and requirements prescribed under
Applicable Laws, including Section 71 of the Companies
Act, 2013 and Companies (Share Capital and Debentures)
Rules, 2014 and the Securities and Exchange Board of
India (Debenture Trustees) Regulations, 1993.
(x) a certified true copy of the consent letter from the Debenture Trustee
whereby the Debenture Trustee shall have agreed to act for the benefit
of the Debenture Holders;
(xi) a certified true copy of the in-principle approval from BSE for listing
of the Debentures;
(xii) a letter from Registrar conveying the consent to act as registrar to the
issue of the Debentures;
(xiii) Receipt of the credit rating letter and rationale from both CRISIL and
India Ratings and Research Private Limited
(xiv) conditional no-objection certificate from the Existing Lenders for
refinancing the Existing Facility through Debentures and creation of
Security;

P a g e | 78
 (xv) the legal opinion confirming capacity of the Issuer to enter into the
Debenture Trust Deed and the enforceability of the Deed and the
Debenture Documents executed, to its satisfaction from the
transaction legal counsel;
(xvi) confirmation from the transaction legal counsel on the compliance of
the conditions precedent to disbursement;
(xvii) a certified true copy of the audited financial statements of the Issuer
for the Fiscal year ending March 31, 2021;
(xviii) certificate from an independent chartered accountant confirming that
there are no income tax dues or liabilities of the Issuer, no proceedings
have been initiated or are pending against the Issuer under the Income
Tax Act, 1961, no notice has been served on the Issuer in terms of
Rule 2 of the Second Schedule to the Income Tax Act, 1961 and no
claims have been received in respect of any tax or any other sum
payable by the Issuer as a result of completion of any proceedings
under the Income Tax Act, 1961;
(xix) evidence, satisfactory to the Debenture Trustee, that tariff as per the
PPA is being received by the Issuer;
(xx) disclosure certificate from a key managerial person of the Company
disclosing details of the Legal Proceedings pending or threatened
against the Issuer, if any, and contingent liability of the Issuer.

2. The Issuer shall have issued the private placement offer letter (PAS-
4).

3. The Issuer shall have duly executed, and caused to have duly
executed, all the Debenture Documents required to have been
executed on or prior to the Deemed Date of Allotment, as per the terms
of the Debenture Trust Deed. The Issuer shall have provided these
Debenture Documents to the Debenture Trustee;

4. The Issuer shall complete all formalities required for the issuance of
the Debentures including obtaining ISIN (International Securities
Identification Number) in respect of the Debentures in dematerialized
form.
76. Conditions 1. The Issuer shall have submitted to the Debenture Trustee, in a form
subsequent to and manner satisfactory to the Debenture Trustee, the following:
subscription of
NCDs (i) resolution of the board or a committee thereof for allotment
and issue of the letter of allotment on the Deemed Date of
Allotment;

(ii) Certified true copy of evidence certified by its company

secretary with respect to the tax dues / liabilities of the Issuer
as shown on the online portal of the income tax department.

2. The Issuer shall maintain a complete record of all private placement

offers made by it in relation to the Debentures in form PAS–5 as
provided in Companies (Prospectus and Allotment of Securities)
Rules, 2014.

3. The Issuer shall file a return of allotment of the Debentures with the
Registrar of Companies within 4 (four) Business Days from the
Issue Closing Date or such shorter timeline as prescribed under Law,
in Form PAS-3 as provided in Companies (Prospectus and Allotment
of Securities) Rules, 2014 along with a complete list of Debenture
Holders and containing such details as required under Law.

P a g e | 79
 4. The Issuer shall complete the process of listing the Debentures in
accordance with the provisions of the Debenture Trust Deed and
provide confirmation of listing of the Debentures to the Debenture
Trustee and file the Information Memorandum with the Stock
Exchange within timelines as prescribed under Law and shall have
submitted all other documents and made all filings with the Stock
Exchange as required by, and within the timelines as stipulated by,
Stock Exchange or any other Applicable Law.

5. The Issuer shall be in compliance with all Applicable Laws with

respect to issuance of the Debentures including but not limited to the
SEBI Regulations. The Issuer shall have made all filings of all the
relevant forms with the concerned Registrar of Companies in
accordance with, and within the timelines prescribed under,
Applicable Laws or within time period if any stated in the Debenture
Documents, whichever is shorter.

6. The Issuer shall have validly created and perfected the Security,
required to be created and perfected within the time period as
stipulated in Section 4. The Issuer shall have provided evidence of
creation and perfection of Security to the satisfaction of the
Debenture Trustee, including the permissions required under
Section 281 of the Income Tax Act, 1961, filings of Form CHG-9
and Form CHG-1 with the relevant Registrar of Companies, and any
other documents required to create and/or perfect the Security, to the
Debenture Trustee within the time period as stipulated under the
Debenture Trust Deed.

7. The Issuer shall have issued Debentures in dematerialized form

within 4 (four) Business Days from the Issue Closing Date or such
shorter timeline as prescribed under Law.

8. The Issuer shall have executed and delivered to the Debenture

Trustee, the Trust and Retention Account Agreement, the Power of
Attorney in relation to the Trust and Retention Agreement, and shall
have established and opened Trust and Retention Account with the
Account Bank within 10 (ten) days from the Deemed Date of
Allotment.

9. The Company shall provide the Debenture Trustee with a certificate

from an independent chartered accountant within 60 (sixty) days
from the Deemed Date of Allotment certifying the end-use of the
Investment Amount and that it has been utilized for the Purpose.

10. The Issuer shall have provided satisfactory evidence to the

Debenture Trustee within 21 (twenty one) days from Deemed Date
of Allotment that all fees due from the Issuer under the Debenture
Documents have been paid.

11. The Issuer shall have executed and delivered to the Debenture
Trustee all the remaining Debenture Documents, if any, within the
timelines stipulated in the terms of the Debenture Trust Deed.
77. Financial 1. For each Calculation Period the Issuer shall, at all times until the Final
Covenants Settlement Date, maintain the financial covenants at the base value as
provided below (each of the following together with respective base value,
a “Financial Covenants”):

P a g e | 80
 a) Group DSCR Not less than 1.2
b) Group PLCR Not less than 1.3

The Financial Covenant for each Calculation Period shall be tested on a semi-
annual basis as on the last date of such Calculation Period.

In case of the Calculation Period ending on September 30, such testing shall
be done no later than 60 (sixty) days from the completion of the relevant
Calculation Period, based on limited review financial statements (viz
management accounts) of the Group Issuers for the trailing 12 months of the
Calculation Period.

In case of the Calculation Period ending on March 31, such testing shall be
done no later than 60 (sixty) days from the completion of the relevant
Calculation Period, based on the annual audited financial statements of the
Group Issuers in respect of the Calculation Period.

The first testing of the Financial Covenants shall be done for the Calculation
Period ending on March 31, 2022. The Issuer shall deliver, and cause to be
delivered in respect of each of the other Group Issuers, a compliance
certificate signed by an independent chartered accountant, acceptable to the
Debenture Trustee, in a form and manner satisfactory to the Debenture
Trustee, on or before 60 (sixty) days from the end of each Calculation Period
stating whether or not the Group Issuers are in compliance on an aggregate
basis with the Financial Covenants set out above and setting out, in reasonable
details, the calculations in relation to the Financial Covenants.

Definitions

For the purposes of the Financial Covenants the following shall be the
definitions:

Group DSCR means, on any date, in respect of the Issuer, for any period, the
ratio of (i) is to (ii) below:

(i) the aggregate of (without double counting): (a) aggregate profit after tax
for that period for the Group Issuers; (b) Group Issuer VGF Proceeds received,
if any by each Group Issuer under the respective terms of the Group Issuer
VGFSA (c) amortization / depreciation for such period including other non-
cash items; (d) deferred Tax; (e) interest (including Group Issuer Coupon) and
other charges (which form part of finance charges under the profit and loss
account) accrued/payable by Group Issuers during such period with respect to
any debt incurred by Group Issuer including Debentures; (f) add/(less):
decrease/(increase) in receivables from off takers of each Group Issuer; (g)
less: (capex incurred from cashflows of the Group Issuers for that year less
cash set aside for capex in the opening cash balance for the Calculation Period
after adjusting for Group Issuer Restricted Payments for the previous
Calculation Period; (h) less: interest payable by Obligors and/or their
Affiliates on loan/debt taken by Obligors and/or their Affiliates from such
Group Issuer

(ii) the aggregate of an amount equal to the interest and other charges (which
form part of finance charges under the profit and loss account of such Group
Issuers) accrued/payable during such period, including Group Issuer Coupon
and repayment instalments payable by Group Issuers including Group Issuer
Redemption Installments, during such period, both with respect to any debt

P a g e | 81
 incurred by such Group Issuer(s), including Group Issuer Debentures. For
avoidance of doubt, any coupon or premium on quasi-equity instruments held
by the Promoter shall not be included herein.

Group PLCR or Group Project Life Cover Ratio means, EBITDA forecast
(on an aggregate basis) for the life of the Group Issuer PPA and any residual
cash or cash equivalent at period N present valued at the weighted average
lifecycle cost of Senior Debt outstanding on the relevant calculation date for
each Calculation Period divided by the Senior Debt. The EBITDA forecast for
the purpose of the Group Project Life Cover Ratio will be based on P-90 CUF
as forecast in the most recent independent consultant report in respect of each
Group Issuer.

EBITDA means all income minus interest income from loans/debt to Obligors
and/or their Affiliates minus all operating expenses incurred (excluding
interest and depreciation)

Senior Debt shall mean the total financial indebtedness of the Group Issuer
which is first ranking including all senior term loans and working capital
borrowings of all the Group Issuers, including the Group Issuer Debentures.
For the avoidance of doubt it is clarified that the Senior Debt shall exclude all
monies infused by the Promoter, Sponsor, other Group Issuers or other
Affiliates.

2. Cover

The Issuer agrees and undertakes that the security interest created over
specific movable property (as understood under Rule 18(1)(d) of the
Companies (Share Capital and Debenture) Rules, 2014) in favour of the
Debenture Trustee, for the benefit of the Debenture Holders, shall be sufficient
to discharge principal amounts of the Debentures and the Coupon at all times.
The Issuer agrees and undertakes that the security interest created is adequate
to ensure 100% asset cover for the Debentures.
78. Other Covenants As provided in Annexure V of this Information Memorandum.
79. Change of Any of the below events would constitute a Change of Control:
Control Event a. If the direct or indirect shareholding of the Sponsor in the Issuer
reduces below 51% (fifty one) per cent of the total equity share
capital of the Issuer or the Sponsor ceases to hold, directly or
indirectly, Management Control of the Issuer; and/or
b. If the direct or indirect shareholding of the Sponsor in any of the
Other Entities reduces below 51% (fifty one) per cent of the total
equity share capital of such Other Entity or the Sponsor ceases to
hold, directly or indirectly, Management Control of any of the
Other Entities; and/or
c. If the direct shareholding of the Promoter in the Sponsor reduces
below 51% (fifty-one) per cent of the total equity share capital of
the Sponsor or if the Promoter ceases to hold, directly, Management
Control of any of the Sponsor.

In the event the Issuer approaches the Debenture Holders for a permission
for Change of Control Event and the Majority Debenture Holders do not
approve the same or in the event no response is received from the Majority
Debenture Holders within 30 (thirty) days from the date of request by the
Issuer, then the Issuer shall, within 90 (ninety) days from the date of its

P a g e | 82
 request prepay the outstanding principal amounts of all Debentures along
with all the other Amounts Due including the accrued Coupon on the
Debentures.

In the event any assignment or transfer of Affiliate Debt to any third party
(not being Promoter, VGNEPL, the Sponsor or their Affiliates or any Other
Entity) is proposed to be undertaken, the Issuer shall obtain prior written
consent of Majority Debenture Holders. Upon any Group Issuer making a
request for such transfer (“Affiliate Debt Notice”), and if consent of the
respective Group Issuer Majority Debenture Holders is not obtained, or in the
event no response is received from the respective Group Issuer Majority
Debenture Holders within 30 (thirty) days from the date of the Affiliate Debt
Notice, then all the Group Issuers shall have the right to repay all Group Issuer
Debenture Holders at par the outstanding principal amounts of all Group
Issuer Debentures along with all the other Group Issuer Amounts Due
including the accrued Group Issuer Coupon on the Group Issuer Debentures
within 90 (ninety) days from the date of Affiliate Debt Notice. It is clarified
that if any one Group Issuer chooses to exercise its right to prepay, all the
other Group Issuers shall be bound to prepay their respective Group Issuer
Debentures and Group Issuer Amounts Due.
80. Events of Default Events of Default
(including
manner of Each of the events or circumstances set out in this Section 5.1 is an event of
voting/conditions default (“Event of Default”).
of joining inter
creditor The Parties agree that the consequences to Events of Default as per terms of
agreement with the Deed, may be triggered by the Majority Debenture Holders or the
other creditors of Debenture Trustee (upon instructions received from the Majority Debenture
the Company) Holders) pursuant to the occurrence of any Event of Default (other than Events
of Default stated in below sub-paragraphs (a)(Default in Payment), (i)(A)
(Winding Up, Bankruptcy, Dissolution and Insolvency), (i)(B) (Winding Up,
Bankruptcy, Dissolution and Insolvency), (i)(C) (Winding Up, Bankruptcy,
Dissolution and Insolvency), (i)(D) (Winding Up, Bankruptcy, Dissolution
and Insolvency), (m)(Cross Default) ). It is hereby clarified that the Debenture
Trustee (acting on instructions of any Debenture Holder) and each Debenture
Holder is entitled to trigger consequences to Events of Default as per terms of
the Deed, pursuant to the occurrence of an Event of Default described in below
sub-paragraphs (a) (Default in Payment), (i)(A) (Winding Up, Bankruptcy,
Dissolution and Insolvency), (i)(B) (Winding Up, Bankruptcy, Dissolution and
Insolvency), (i)(C) (Winding Up, Bankruptcy, Dissolution and Insolvency),
(i)(D) (Winding Up, Bankruptcy, Dissolution and Insolvency), (m)(Cross
Default). Provided however that upon the occurrence of Event of Default as
stated in below sub-paragraph (a) (Default in Payment) the manner in which
consequences are to be triggered in respect of the said Event of Default shall
be subject to the SEBI Defaults Procedure Circular.

(a) Default in Payment

Failure by the Issuer to meet its payment obligations to any or all of

the Debenture Holders or the Debenture Trustee when they become
due in respect of the Debentures as provided in the DTD or the other
Debenture Documents (including, amongst others, payment of the
Redemption Amounts on the Scheduled Redemption Date, payment
of the Coupon on the Coupon Payment Date).

P a g e | 83
 Failure by any other Obligor to meet its payment obligations to any
or all of the Debenture Holders or the Debenture Trustee when they
become due as provided in the Debenture Documents to which it is a
party.

(b) Breach of Obligations

Failure by Obligor to comply with any provision of Deed (including

the financial covenants provided in this section 5.1) or the other
Debenture Documents to which it is a party or in the performance of
any of its obligations or covenants under any of the Debenture
Documents to which it is a party or breach of any undertakings or
covenants under the Debenture Documents to which it is a party (other
than those referred to in the other sub-paragraphs of this paragraph
80) and the same, if capable of being remedied, is not remedied within
30 (thirty) days from the date of occurrence of the failure to comply
or perform or breach.

(c) Transaction Documents

(i) Any Debenture Document or any provision of a Debenture

Document: (i) ceases to be in full force and effect; or (ii)
becomes invalid, illegal or unenforceable; or (iii) is
terminated, suspended or repudiated; or (iv) Issuer or any
Person (other than the Debenture Holders) shall have
repudiated or disavowed or evidences an intention to
repudiate or disavow or takes any action to challenge the
validity or enforceability of such Debenture Document; or (v)
is amended without prior written approval of the Debenture
Trustee; or (iv) is assigned by an Obligor or otherwise be
transferred or prematurely terminated by any Obligor thereto
prior to the Final Settlement Date.

(ii) If PPA, Implementation Support Agreement, VGF

Securitization Agreement and Project Land related
documents): (i) ceases to be in full force and effect; or (ii) is
assigned (save for Permitted Security Interest) or otherwise
be transferred or prematurely terminated by any party thereto
prior to the Final Settlement Date; or (iii) becomes invalid,
illegal or unenforceable or (iv) is terminated, suspended or
repudiated (unless otherwise agreed/consented by the
Debenture Trustee); or (v) is amended in any material
manner, without the approval of the Debenture Trustee,
which adversely impacts the ability of the Issuer to perform
its obligations under the Debenture Documents.

(d) Misrepresentation

Any representation or warranty or statement confirmed or made or

repeated, by the Obligor in or in connection with any Debenture
Document or any other documents delivered by or on behalf of the
Obligor under or in connection with any Debenture Document is
incorrect, untrue and/or misleading when made or repeated.

(e) Security

P a g e | 84
 (i) Any Security required to be created and perfected in
accordance with the terms of the Deed is not so created,
perfected and maintained within the time period specified in
terms of the Deed.
(ii) The Security Documents once executed and delivered shall
fail to provide the Security Interests, rights, title, remedies,
powers or privileges intended to be created thereby in
accordance with the terms thereof or such Security Interest
fails to have the priority contemplated in such Security
Documents or any such Security Document shall cease to be
in full force and effect, or the validity or applicability of the
Security Documents or the Security Interest purported to be
created thereby is jeopardised or endangered in any manner
whatsoever, including if any such Security Interest, rights and
title or any part thereof shall be disaffirmed by or on behalf
of any Obligor.

(iii) The occurrence of any event or circumstance which, in the

opinion of the Debenture Trustee, jeopardizes the Security in
any manner whatsoever.

(iv) Any Security required to be created, perfected or maintained

in accordance with the terms of the Deed ceases to exist or be
in full force and effect

(f) Authorizations

An Obligor fails to obtain, renew, maintain or comply in any respect

with any Authorization for the execution, delivery, performance or
enforcement of the Transaction Documents or in respect of issuance
of the Debentures or in respect of the Project, or any such
Authorization is rescinded, terminated, suspended, modified or
withheld or is determined to be invalid or shall cease to be in full force
and effect, or any proceedings are commenced by or before any
Governmental Authority for the purpose of rescinding, terminating,
suspending, modifying or withholding any Authorization, and the
same, if capable of remedy, is not remedied within a period of 45
(forty five) days.

(g) Illegality and Cessation

(i) It is or becomes unlawful for the Issuer to carry out the Project
or any part thereof or it becomes unlawful for an Obligor to
perform any of their respective obligations under the DTD
and/or any other Transaction Documents.
(ii) The Issuer Abandons or threatens (in writing) to Abandon the
Project.
(iii) The Other Entity Abandons its respective Other Entities
Project.
(iv) Issuer ceases or threatens to cease to carry on its business or
substantially all of its business or operations, except for the
purpose of and followed by a reconstruction, amalgamation,
reorganization, merger or consolidation on terms approved by
an extraordinary resolution duly passed at the meeting of the
Debenture Holders which secures a vote of the Debenture
Holders holding an aggregate amount representing not less

P a g e | 85
 than two-thirds in value of the aggregate principal amount of
all Debentures outstanding.

(h) Inability to Pay Debts

The Issuer admits in writing its inability to pay its debts as they
mature, or if the Issuer is (or is deemed by Law or a court/tribunal to
be) insolvent or bankrupt or unable to pay (in the reasonable opinion
of the Debenture Trustee) a material part of (or of a particular type of)
its debts, or stops, suspends or threatens to stop or suspend payment
of all or (in the reasonable opinion of the Debenture Trustee) a
material part of (or of a particular type of) its debts, proposes or makes
any agreement for the deferral, rescheduling or other readjustment of
all or (in the reasonable opinion of the Debenture Trustee) a material
part of (or all of a particular type of) its debts (or of any part which it
will or might otherwise be unable to pay when due), proposes or
makes a general assignment or an arrangement or composition with
or for the benefit of the relevant creditors in respect of any of such
debts or a moratorium is agreed or declared in respect of or affecting
all or any part of (or of a particular type of) the debts of the Issuer.

(i) Winding Up, Bankruptcy, Dissolution and Insolvency

A. If an Obligor takes or threatens (in writing) to take any step to

initiate a voluntary proceedings under any applicable bankruptcy,
insolvency, winding up or other similar law now or hereafter in
effect (including the Insolvency Code), or consents to the entry
of an order for relief in an involuntary proceeding under any such
law, or consents to the appointment or taking possession by a
trustee, receiver, liquidator, administrator, manager, assignee (or
similar official) for any or a substantial part of its property.
B. if an involuntary proceeding against the Issuer has been
commenced by a financial creditor under any applicable
bankruptcy, insolvency, winding up or other similar law
(including the Insolvency Code) now or hereafter in effect, or in
any case, proceeding or other action for the appointment of a
trustee, receiver, liquidator, insolvency resolution professional,
assignee (or similar official) for any part of its assets and/or
property, or for the insolvency, winding up or liquidation of its
affairs, or other action has been presented to a court or other
Governmental Authority.
C. If an application for commencement of corporate insolvency
resolution process or liquidation, has been made against the
Issuer by an operational creditor under any applicable
bankruptcy, insolvency, winding up or other similar law now or
hereafter in effect (including the Insolvency Code) and such
application is not withdrawn or dismissed or stayed within 3
(three) days before the date on which the first hearing of such
application before the relevant court/tribunal/ Government
Authority is scheduled, or in any case, proceeding or other action
for the appointment of a trustee, receiver, liquidator, insolvency
resolution professional, assignee (or similar official) for any part
of its assets and/or property, or for the insolvency, winding up or
liquidation of its affairs, or other action has been presented to a
court or other Governmental Authority.
D. The Obligor has taken or suffered to be taken any action towards
its liquidation or dissolution or insolvency or towards reduction

P a g e | 86
 in its capital (including under the Insolvency Code), or if an order
is made or an effective resolution passed for the winding-up or
dissolution, judicial management or administration of the
Obligor.
E. An Encumbrancer takes possession or an administrative or other
receiver or an administrator is appointed in respect of the whole
or (in the reasonable opinion of the Trustee) any substantial part
of the property, assets or revenues of the Obligor (as the case may
be).
F. Failure by the Obligor to pay one or more amounts due to any
creditor under any non-appealable judgments or decrees which
shall have been executed against it.

(j) Court Order and Government Actions

(i) Any execution or distress is enforced or levied on or sued out

on or against all or any material part of the revenue, assets
and/or property of the Issuer.
(ii) If an attachment or restraint has been levied on all or material
assets, revenue and/or property of the Issuer.
(iii) Any Governmental Authority shall have condemned,
acquired, nationalised, appropriated, confiscated, seized,
assumed custody or control of or otherwise expropriated all
or (in the opinion of the Debenture Trustee) any material part
of the property or other assets or of the business or operations
of the Issuer any part of the property or other assets of an
Obligor (other than the Issuer) which constitutes a part of
Secured Property, or declared a general moratorium or
standstill (or made or passed any order or regulation having a
similar effect) in respect of the payment of any indebtedness
of the Issuer (whether or not such declaration, order or
regulation is of general application or applies to a class of
persons which includes the Issuer) or shall have taken any
action for the insolvency or dissolution of the Issuer
(including under the Insolvency Code).

(k) Material Adverse Effect

Occurrence of any event or series of events, whether related or not,

(including any change in law, etc.) which in the opinion of the
Debenture Trustee or the Majority Debenture Holders is likely to have
a Material Adverse Effect.

(l) Any event occurs which under the laws of any relevant jurisdiction
has an analogous effect of occurrence of an Events of Default.

(m) Cross Default

The Issuer or any Other Entity, or any subsidiary of the Issuer or any
subsidiary of the Other Entity defaults in the payment either of
principal, or interest or any other money due or payable on any of its
financial indebtedness (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise).

Occurrence of an event defined or otherwise described as a breach or

event of default under any loan agreements, facility agreements or

P a g e | 87
 similar agreements entered into by the Issuer or Other Entity, or any
subsidiary of the Issuer or any subsidiary of the Other Entity.

(n) Delisting of Debentures

The Debentures are delisted from the Stock Exchange for any reason
whatsoever.

(o) Disposal of Assets

Other than the relevant Group Issuer Permitted Disposal and relevant
Group Issuer Permitted Security Interest, any Group Issuer assigns,
disposes, charges or otherwise encumbers or places a Security Interest
on any of its assets without the prior written approval of the Group
Issuer Debenture Trustee; or
Other than Group Issuer Permitted Disposal, any Group Issuer sells,
any of its assets without the prior written approval of the Group Issuer
Debenture Trustee.

(p) Insurance

(i) If a Group Issuer fails to maintain (or cause to be maintained)

adequate insurance on its assets in accordance with the terms
of the Group Issuer Debenture Documents.
(ii) If assets of the Group Issuer depreciate in value to such an
extent that such depreciation in value has, or is reasonably
likely to have, a Group Issuer Material Adverse Effect.

(q) Proceedings by Enforcement Directorate , chargesheets

Any proceeding by the Enforcement Directorate, any charge sheet

filed by any investigative authority against the Issuer or Promoter or
any other Obligor.

(r) Wilful Defaulter

If the Issuer or any other Obligor or any of their directors figure as a

willful defaulter in any list of willful defaulters circulated by
RBI/CIBIL or the caution list of the Export Credit Guarantee
Corporation or the specific approval list or COFEPOSA defaulters list
or the defaulter list of any bank or financial institution or any other
Government Authority or in the list under the United Nations Security
Council Resolution 1267, and if the said default, if capable of remedy,
is not remedied within a period of 14 (fourteen) days.

(s) Non Disposal

In the event of creation or imposition of any Security Interest, charge

or lien over the Balance Securities, or any part thereof, or in the event
of transfer, sale or disposal in any manner whatsoever of the Balance
Securities, or any part thereof, by the Sponsor or the Promoter holding
the Balance Securities, as the case may be, or otherwise, without the
prior written consent of the Debenture Trustee (acting on instructions
of Majority Debenture Holders).

(t) Financial Covenant

P a g e | 88
 If there is any adverse deviation from the levels stipulated in the DTD
in any Financial Covenant.
81. Provisions related The Issuer or any Other Entity, or any subsidiary of the Issuer or any
to Cross Default subsidiary of the Other Entity defaults in the payment either of principal, or
Clause interest or any other money due or payable on any of its financial indebtedness
(whether by scheduled maturity, required prepayment, acceleration, demand
or otherwise).

Occurrence of an event defined or otherwise described as a breach or event of

default under any loan agreements, facility agreements or similar agreements
entered into by the Issuer or Other Entity, or any subsidiary of the Issuer or
any subsidiary of the Other Entity.

82. Consequences of On and at any time after the occurrence of an Event of Default if
an (I) the Majority Debenture Holders (in respect of Events of Default other
Event of Default/ than those stated in sub-paragraphs (a)(Default in Payment), (i)(A)
Conditions for (Winding Up, Bankruptcy, Dissolution and Insolvency), (i)(B) (Winding
breach of Up, Bankruptcy, Dissolution and Insolvency), (i)(C) (Winding Up,
covenants (as Bankruptcy, Dissolution and Insolvency), (i)(D) (Winding Up,
specified in the Bankruptcy, Dissolution and Insolvency), (m)(Cross Default) of
Debenture Trust paragraph 80 of this Term Sheet above), or
Deed) (II) any Debenture Holder in respect of Events of Default stated in sub-
paragraphs (a)(Default in Payment), (i)(A) (Winding Up, Bankruptcy,
Dissolution and Insolvency), (i)(B) (Winding Up, Bankruptcy,
Dissolution and Insolvency), (i)(C) (Winding Up, Bankruptcy,
Dissolution and Insolvency), (i)(D) (Winding Up, Bankruptcy,
Dissolution and Insolvency), (m)(Cross Default) of paragraph 80 above
of this Term Sheet ,
as required in the opening paragraph of paragraph 80 of this Term Sheet,
decide to trigger consequences to Events of Default as per Section 5.2 of the
Deed, (i) the Debenture Trustee may approach the Debenture Holders for the
determination of the future course of action and the Debenture Holders may
direct the Debenture Trustee to, and (ii) any of the Debenture Holders may,
by itself or through the Debenture Trustee, undertake the following actions
as stated below. Provided however that upon the occurrence of Event of
Default as stated in Section 5.1(a) (Default in Payment) the manner in which
consequences are to be triggered in respect of the said Event of Default shall
be subject to the SEBI Defaults Procedure Circular.
(a) declare that all or part of the Amounts Due be immediately
due and payable, whereupon they shall become immediately
due and payable in accordance with terms of the DTD;
(b) accelerate all payments due from the Issuer to the Debenture
Holders and the Debenture Trustee, and declare the Amounts
Due, wholly or partly, to be immediately due and payable in
accordance with terms of the DTD;
(c) appoint a Nominee Director or an Observer on the Board of
the Issuer on the terms set out in the DTD;
(d) sue for creditors’ process and/or exercise, with respect to the
Security, rights available to the Debenture Holders and the
Debenture Trustee under the Debenture Documents,
including for enforcement of the Security against the
Obligors; and
(e) appropriate any amounts lying in any of the bank accounts of
the Company forming a part of the Security;
(f) enter upon and take possession of the Secured Property as per
the provisions of the Debenture Trust Deed;

P a g e | 89
 (g) enforce any Security created pursuant to the Security
Documents in accordance with the terms thereof, as may be
set out therein, towards repayment of the Amounts Due;
(h) file a suit or claim for recovery;
(i) file for winding-up, insolvency and/or liquidation and/or
insolvency of the Company;
(j) stipulate any additional conditions, from time to time,
required to be complied or performed by the Issuer or any
other Group Issuer;
(k) stipulate any additional conditions, from time to time,
required to be complied or performed by the Pledgor in
respect of the Pledged Securities;
(l) exercise such other rights as may be available to the
Debenture Holders and the Debenture Trustee under the
Debenture Documents, any other contracts or agreements or
Applicable Laws or in equity or otherwise.

In the event the Debenture Trustee accelerates the redemption of

Debentures:
(a) pursuant to the occurrence of a Payment Default, the Issuer
shall immediately pay the outstanding principal amounts of
all Debentures along with all the other Amounts Due
including the accrued Coupon on the Debentures;
(b) pursuant to the occurrence of an Event of Default (other than
a Payment Default), the Issuer shall make payment of
outstanding principal amounts of all Debentures along with
all the other Amounts Due including the accrued Coupon on
the Debentures promptly but within 5 (five) Business Days
from the date of receipt of notice of acceleration by the Issuer
from the Debenture Trustee. If the Issuer fails to make such
payment within the aforesaid time period of 5 (five) Business
Days, all the principal amounts of the Debentures, pending the
repayment, in full, of all Amounts Due to the Debenture
Trustee and/or the Debenture Holders, shall carry additional
interest, over and above the Coupon Rate, at the rate of 2%
(two percent) per annum payable monthly, computed from the
end of 5 (five) Business Days from the date of receipt of
notice of acceleration by the Issuer from the Debenture
Trustee, and until the date on which the Debenture Trustee,
the Debenture Holders have been repaid /reimbursed all
Amounts Due to the satisfaction of such Debenture Trustee
and Debenture Holders. The said additional interest shall be
payable forthwith upon demand by the Debenture Trustee or
the Debenture Holders or in the event no demand is made, on
any other day but no later than the immediately following
Coupon Payment Date.

1. The Debenture Trustee after obtaining consent of Debenture Holder(s) for

enforcement shall inform the designated stock exchange seeking release
of the Recovery Expense Fund. The Debenture Trustee shall follow the
procedure set out in the SEBI REF Circular for utilisation of the Recovery
Expense Fund and be obligated to keep proper account of all expenses,
costs including but not limited to legal expenses, hosting of meetings etc.,
incurred out of the Recovery Expense Fund towards enforcement of
Security. In the event of utilization of monies lying in the Recovery
Expense Fund pursuant to an Event of Default, the Issuer hereby agrees
and undertakes that it shall continue to remain liable to make payment of

P a g e | 90
 all outstanding Amounts Due over and above those met from the Recovery
Expense Fund.

2. The rights set out in this Section are cumulative in nature and are in
addition to any other right and remedies available to the Debenture
Holders whether under contract, law or otherwise, including right to
disclose names of the Company and its directors to credit rating agencies,
CIBIL, CIC and/or RBI. The Issuer acknowledges that CIBIL, CIC, or any
other agency appropriately authorised by the RBI may disclose the credit
information or any products thereof prepared by them, for consideration,
to banks, financial institutions or other credit providers or registered users
as may be specified by the RBI from time to time.

3. All amounts recovered by the Debenture Trustee pursuant to Section 5.2

(Enforcement) of the DTD shall be used for repayment of Amounts Due
to the Debenture Holders and till used for repayment of such Amounts
Due shall be held by the Debenture Trustee in trust for the Debenture
Holders.

4. Upon occurrence of an Event of Default, the Debenture Trustee may, for

defraying any costs, charges, losses or expenses (including its own
remuneration and/or remuneration of any receiver) which shall be
incurred by it or on its behalf in exercise of the powers, authorities and
discretion vested in it, including right to enforce Security and for all or
any of these purposes herein mentioned, raise and borrow monies on the
security of the Secured Property or any part thereof at such rate or rates of
interest and generally on such terms and conditions as it may think fit, and
no Person lending any such money shall be concerned to inquire as to the
propriety or purpose of the exercise of the said power or to see to the
application of any monies so raised or borrowed.

5. Without prejudice to the obligation of the Trustee to monitor the Security

Coverage Ratio and the Security in respect of the Debentures and to take
necessary enforcement actions in accordance with the Transaction
Documents, it is hereby clarified that the Trustee shall not be liable in any
manner to guarantee the recovery of the entire outstanding amounts in
relation to the Debentures.

83. Conditions for Please refer to above rows titled:

breach of (i) “Default Interest/Additional interest rate”
covenants (as (ii) “Listing”
mentioned in the
Debenture Trust
Deed)
84. Manner of joining Shall be in accordance with SEBI circular no.
ICA SEBI/HO/MIRSD/CRADT/CIR/P/2020/203 dated October 13, 2020, titled
"Standardisation of procedure to be followed by Debenture Trustee(s) in case
of ‘Default’ by Issuers of listed debt securities".
85. Other Expenses The Issuer shall, whether or not the transactions herein contemplated are
consummated, pay all costs and expenses (including all Taxes (including
stamp taxes)), duties, fees or other charges payable to, the Debenture Holders
and Debenture Trustee in connection with (a) the preparation, notarisation,
execution, issue and delivery and, where appropriate, registration, or for the
legality, validity, enforceability, of the Debenture Trust Deed, the other
Debenture Documents and any other documents and instruments related
hereto or thereto (including legal opinions); (b) any amendment or
modification to, or the protection or preservation of any of the Secured
Property including any right or claim under, or consent or waiver in

P a g e | 91
 connection with, or any inspection, investigation of title to the Secured
Property or otherwise or consultation undertaken by the Debenture Holders
and/or Debenture Trustee, (whether or not known to or approved by the Issuer)
of the Issuer’s performance under or compliance with, the Debenture Trust
Deed, the other Debenture Documents or any such other document or
instrument related hereto or thereto; (c) the preservation of the Security and
the interests of the Debenture Holders and Debenture Trustee in the Security;
(d) the discharge of the services of the Debenture Holders and Debenture
Trustee by any consultants; (e) the stamp duties payable on the Debenture
Documents, including on account of the Debenture Documents, or any of
them, being stored in places other than the place of execution of such
document; (f) the occurrence of any Potential Event of Default or Event of
Default, including in relation to protection of the rights of the Debenture
Holders and Debenture Trustee upon the occurrence of such events, (g) non-
observance or non-performance or inaccuracy of any undertaking, covenants
or Warranties on part of the Company; and (h) the enforcement of the
Debenture Trust Deed, the other Debenture Documents and any other
documents and instruments referred to herein and therein (including, without
limitation, fee of any advisors, legal counsel, valuers, engaged by the
Debenture Trustee or on behalf of the Debenture Holders).
86. Creation of The Company shall create and maintain a reserve to be called the “Recovery
recovery expense Expense Fund” as per the provisions of and in the manner provided in the
fund SEBI (Debenture Trustee) Amendment Regulations, 2020, the SEBI REF
Circular and any guidelines and regulations issued by SEBI, as applicable. The
Recovery Expense Fund shall be created to enable the Debenture Trustee to
take prompt action in relation to the enforcement of the Security in accordance
with the Debenture Documents. The Company shall submit to the Trustee
certificate duly certified by the statutory auditors/independent chartered
accountant/letter from designated stock exchange certifying creation and the
form of such Recovery Expense Fund by the Company prior to the opening of
the issue. The balance in the Recovery Expense Fund shall be refunded to the
Company on repayment of Amounts Due to the Debenture Holders for which
a ‘No Objection Certificate (NOC)’ shall be issued by the Debenture
Trustee(s) to the designated stock exchange. The Debenture Trustee(s) shall
satisfy that there is no ‘default’ on any other listed debt securities of the
Company before issuing the said NOC.

The Company hereby agrees and undertakes that, if during the currency of
these presents, any further guidelines are formulated (or modified or revised)
by any Governmental Authority in respect of creation of Debenture
Redemption Reserve and investment of the monies lying therein and/or
Recovery Expense Fund, the Company shall duly abide by such guidelines
and execute all such supplemental letters, agreements and deeds of
modifications as may be required by the Debenture Holder(s)/ Beneficial
Owner(s) or the Trustee.
87. All covenants to As specified in this this Term Sheet and Debenture Trust Deed to be executed.
the Issue Side Letters: The Issuer has not entered into any side letters containing
(including side separate covenants for the NCDs.
letters, Accelerated payments clause:
accelerated (i) Cash sweep – as stated in paragraph 43 above of this Term Sheet
payment clause, (ii) Credit Rating covenant - as stated in paragraph 23 above of this Term
etc.) Sheet.
(iii) In the event the Issuer approaches the Debenture Holders for a
permission for Change of Control Event and the Majority Debenture
Holders do not approve the same or in the event no response is
received from the Majority Debenture Holders within 30 (thirty) days
from the date of request by the Issuer, then the Issuer shall, within 90
(ninety) days from the date of its request prepay the outstanding

P a g e | 92
 principal amounts of all Debentures along with all the other Amounts
Due including the accrued Coupon on the Debentures.
In the event any assignment or transfer of Affiliate Debt to any third
party (not being Promoter, VGNEPL, the Sponsor or their Affiliates
or any Other Entity) is proposed to be undertaken, the Issuer shall
obtain prior written consent of Majority Debenture Holders. Upon any
Group Issuer making a request for such transfer (“Affiliate Debt
Notice”), and if consent of the respective Group Issuer Majority
Debenture Holders is not obtained, or in the event no response is
received from the respective Group Issuer Majority Debenture
Holders within 30 (thirty) days from the date of the Affiliate Debt
Notice, then all the Group Issuers shall have the right to repay all
Group Issuer Debenture Holders at par the outstanding principal
amounts of all Group Issuer Debentures along with all the other Group
Issuer Amounts Due including the accrued Group Issuer Coupon on
the Group Issuer Debentures within 90 (ninety) days from the date of
Affiliate Debt Notice. It is clarified that if any one Group Issuer
chooses to exercise its right to prepay, all the other Group Issuers shall
be bound to prepay their respective Group Issuer Debentures and
Group Issuer Amounts Due.
(iv) Change of Control Event as stated in paragraph 87(iii) above of this
Term Sheet.
(v) In the event the Issuer undertakes (without obtaining prior written
approval of the Debenture Trustee in accordance with section 1(a) of
Part C - Schedule VI) any acquisition or event of business
restructuring (including but not limited to any scheme of merger,
demerger, amalgamation, slump sale of assets), arrangement with
banking/ non-banking financial creditors/ lenders, compromise or
reconstruction, and which adversely affects or would adversely affect
the ability of the Issuer to repay the Debentures and other Amounts
Due in a timely manner in accordance with the terms of the Debenture
Documents, each Debenture Holder shall have the right (but shall have
no obligation) to require the Issuer, by issuing a written notice to the
Issuer to redeem immediately but no later than 90 (ninety) days from
the date of the said written notice all the Debentures held by such
Debenture Holder together with all Amounts Due in relation thereto.
88. Risk Factors Please refer ‘Risk Factors’ on page 24 of this Information Memorandum.
pertaining to the
issue
89. Role and As per the Debenture Trustee Deed including but not limited to:
Responsibilities
of the Debenture 1. The Debenture Trustee shall protect the interest of the Debenture
Trustee Holders as stipulated in the Debenture Trust Deed and in the event of default
by the Issuer in regard to timely payment of interest and repayment of
principal and shall take necessary action at the cost of the Issuer.
2. Enforce security in the interest of the Debenture Holders
3. Ensure on a continuous basis that the security charged is available and
adequate at all times to discharge the interest and principal amount
payable in respect of the Debentures and that such property is free from
any other encumbrances except those which are specifically agreed with
the Debenture Trustee
4. Exercise due diligence to ensure compliance by the Issuer with the
provisions of the Companies Act, 2013, the Listing Agreement and the
Debenture Trust Deed.
5. To take appropriate measures for protecting the interest of the Debenture
Holders as soon as any breach of the Debenture Trust Deed or applicable
laws comes to notice

P a g e | 93
 6. To ascertain that the debentures have been redeemed in accordance with
the provisions and conditions under which they are offered to the
Debenture Holders.
Such other actions as required as per SEBI Debenture Trustees Regulations
and Debenture Trust Deed and as specified in the Transaction Documents.
*Please also refer to the below note.
90. Debenture shall mean each of the following documents:
Documents 1. the Information Memorandum;
2. the Debenture Trustee Agreement;
3. the Debenture Trustee Appointment Letter;
4. the Debenture Trust Deed;
5. the Trust and Retention Account Agreement;
6. the Power of Attorney in relation to Trust and Retention Account
Agreement;
7. the Promoter Undertaking;
8. the Sponsor Undertaking;
9. the VGNEPL Undertaking;
10. the Other Entity Undertaking;
11. the Inter-Company Agreement;
12. the Coordination Agreement;
13. the Security Documents;
14. consent letter from the Debenture Trustee;
15. the tripartite agreement between the Issuer, the Registrar to the Issue and
Depository in respect of dematerialization of the Debentures;
16. letter from any Credit Rating Agency acceptable to the Debenture
Trustee, providing credit rating for the Debentures;
17. rationale behind the credit ratings for the Debentures;
18. the listing approval by the Stock Exchange;
19. the letter appointing the Registrar to the Issue; and
20. any other document designated as a ‘Debenture Document’ by the
Debenture Trustee.
91. Inspection The Issuer shall permit officers and representatives of the Debenture Trustee
and/or the Debenture Holder to visit and inspect with prior reasonable notice
of 7 (seven) Business Days and during normal business hours at least once
every Quarter or at more regular intervals if so required by the Debenture
Trustee and/or the Debenture Holder, properties of the Issuer which form part
of the Encumbered Assets and to inspect the books of record and accounts of
the Issuer and to make copies there from, to conduct a stock audit and be
advised as to the same, by its officers. The cost of any visit by the Debenture
Trustee or its agents shall be borne by the Issuer. It is however clarified that
the Debenture Trustee shall not be required to provide a notice to the Issuer as
stated herein at any time after the occurrence of an Event of Default which has
not been waived.
92. Governing Law The Debentures are governed by and will be construed in accordance with
and Jurisdiction Laws of India. The Issuer agrees to submit to the exclusive jurisdiction of the
courts and tribunals of New Delhi. Subject to proviso herein in this sub-
paragraph, the Secured Parties agree to submit to the exclusive jurisdiction of
the courts and tribunals of New Delhi prior to occurrence of any default/breach
(including Potential Event of Default) under the Debenture Documents.
Provided that nothing shall limit any right of the Debenture Holders or the
Debenture Trustee to take Legal Proceedings in any other court or tribunal of
competent jurisdiction with respect to any default/breach (including Potential
Event of Default) under the Debenture Documents, nor shall the taking of
Legal Proceedings in one or more jurisdictions preclude the taking of Legal
Proceedings in any other jurisdiction whether concurrently or not and the
Issuer irrevocably submits to and accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of such court or

P a g e | 94
 tribunal, and the Issuer irrevocably waives any objection it may have now or
in the future to the laying of the venue of any Legal Proceedings and any claim
that any such Legal Proceedings have been brought in an inconvenient forum.

The Issuer, the Debentures and Issuer’s obligations under the Debentures
shall, at all times, be subject to the directions of SEBI.
93. Taxation All payments to be made by the Issuer under the NCD documents will be made
free and clear of all present and future taxes, levies, imports, duties,
withholdings or deductions of any nature. In case of mandatory deductions
that can be set off by the NCD Holders against their income tax liabilities, the
Issuer shall deduct such amounts and provide a certificate from Authorized
Signatory of the Issuer towards the same, within the timeline prescribed under
applicable law.
94. Inconsistency In case of inconsistency between this/ Information Memorandum and the
Provision Debenture Trust Deed, the Debenture Trust Deed shall prevail.
95. Other Terms & Following clauses to be detailed by Counsel in documentation
Conditions to be 1. Project Documents
detailed 2. Information Covenants
3. Positive and Negative Covenants
4. Representations and Warranties
5. Material Adverse Effect Clause
6. Other general Conditions
Any other standard terms and conditions customary to nature of such transaction
as agreed Investors and Issuer.
*While the Debentures are secured to the tune of 100% of the principal and interest amount or as per the terms
of offer document/ information memorandum, in favour of Debenture Trustee, it is the duty of the Debenture
Trustee to monitor that the security is maintained, however, the recovery of 100% of the amount shall depend
on the market scenario prevalent at the time of enforcement of the security.

XXIV. Undertaking by the Company

The Company undertakes that:

a) The complaints received in respect of the Issue shall be attended to by the Company expeditiously
and satisfactorily;
b) The funds required for making refunds, if any, shall be made available on time; and
c) Necessary co-operation to the Credit Rating Agency shall be extended in providing true and
adequate information till the Final Settlement Date.

XXV. Undertaking to use a Common form of Transfer

The Company will issue NCDs in dematerialized form only in compliance with the provisions of the
Depositories Act, any other applicable regulations and there will not be any NCDs in physical mode
(except as mentioned herein under prior to credit of the NCDs to the investor demat account). Also, the
normal procedure followed for transfer of securities held in dematerialized form shall be followed for
transfer of these NCDs held in electronic form. The seller should give delivery instructions containing
details of the buyer’s DP account to his depository participant. The transfer of NCDs in dematerialized
form shall be in accordance with the procedure of transfer prescribed by the relevant depository and
Applicable Law.

XXVI. Disclosures in terms of SEBI SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 dated November 03,

2020

(a) The Debentures shall be considered as secured only if the charged asset is registered with sub-
registrar and registrar of companies or CERSAI or depository, etc., as applicable, or is
independently verifiable by debenture trustee.

P a g e | 95
 (b) Terms and conditions of the Debenture Trustee Agreement
I. Fees charged by Debenture Trustee
The Debenture Trustee has agreed for a lumpsum fee amounting to INR 2,27,000 and
annual charges of INR 3,40,500 (Plus the applicable taxes) for the services as agreed in
terms of the offer letter dated May 14, 2021.
II. Terms of carrying out due diligence
(1) The Debenture Trustee, either through itself or its agents /advisors/consultants, shall carry
out requisite diligence to verify the status of encumbrance and valuation of the assets and
whether all permissions or consents (if any) as may be required to create the security as
stipulated in the prospectus and the applicable laws, has been obtained;

(2) The Company shall provide all assistance to the Debenture Trustee to enable verification
from the Registrar of Companies, Sub-registrar of Assurances (as applicable), CERSAI,
depositories, information utility or any other authority, as may be relevant, where the assets
and/or encumbrances in relation to the assets of the Company or any third party security
provider are registered / disclosed;

(3) The Debenture Trustee shall have the power to either independently appoint, or direct our
Company to (after consultation with the Debenture Trustee) appoint intermediaries,
valuers, chartered accountant firms, practicing company secretaries, consultants, lawyers
and other entities in order to assist in the diligence by the Debenture Trustee and the
Debenture Trustee shall subsequently form an independent assessment that the assets for
creation of security are sufficient to discharge the outstanding amounts on NCDs at all
times. All costs, charges, fees and expenses that are associated with and incurred in relation
to the diligence as well as preparation of the reports/certificates/documentation, including
all out of pocket expenses towards legal or inspection costs, travelling and other costs, shall
be solely borne by our Company;

(4) The Company has undertaken to promptly furnish all and any information as may be
required by the Debenture Trustee, including such information as required to be furnished
in terms of the applicable laws and the Debenture Trust Deed on a regular basis;

(5) The Debenture Trustee, ipso facto does not have the obligations of a borrower or a principal
debtor or a guarantor as to the monies paid/invested by investors for the NCDs.

(c) Other confirmations

The Debenture Trustee confirms that they have undertaken the necessary due diligence in accordance
with Applicable Law including the SEBI (Debenture Trustees) Regulations, 1993, read with the SEBI
circulars titled “Creation of Security in issuance of listed debt securities and ‘due diligence’ by
debenture trustee(s)” dated November 3, 2020.

XXVII.Declaration

a. It is hereby declared that this Information Memorandum contains full disclosure in accordance with
Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued
vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 and amendments made thereto.
b. The Company also confirms that this Information Memorandum does not omit disclosure of any
material fact, which may make the statements made therein, in the light of the circumstances under
which they are made, misleading. The Information Memorandum also does not contain any false or
misleading statement.
c. The Company accepts no responsibility for the statements made otherwise than in this Information
Memorandum or in any other material issued by or at the instance of the Company and that any one
placing reliance on any other source of information would be doing so at his own risk.

P a g e | 96
XXVIII. Declaration by the Directors of the Company, that

a. the Company has complied with the provisions of the Companies Act, 2013 and the rules made
thereunder;
b. the compliance with the Companies Act, 2013 and the rules made thereunder do not imply that payment
of interest or repayment of NCDs is guaranteed by the Central Government;
c. the monies received under the offer shall be used only for the purposes and objects indicated in the
private placement offer cum application letter;

I am authorized by the Board of Directors vide its resolution dated June 7, 2021 read with the resolution of the
Board of Directors of the Company dated June 17, 2021 to sign this form and declare that all the requirements
of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters
incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is
true, correct and complete and no information material to the subject matter of this form has been suppressed or
concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of
Association and Articles of Association

It is further declared and verified that all the required attachments have been completely, correctly and legibly
attached to this form.

Signed:

FOR RATTANINDIA SOLAR 2 PRIVATE LIMITED

Name: Thirunelloy Chellappa Pattabiraman

Designation: Non-executive Director

Date: June 28, 2021

Place: Mumbai

P a g e | 97
XXIX. Regulations and Policies

The regulations set out below are not exhaustive and are only intended to provide general information
to investors and are neither designed nor intended to be a substitute for professional legal advice in
relation to the NCDs. Laws applicable to the Company in general have not been included below. The
statements below are based on the current provisions of Indian law and the judicial and administrative
interpretations thereof, which are subject to change or modification by subsequent legislative,
regulatory, administrative or judicial decisions.

Regulations relating to the NCDs

Issuance
The provisions of Section 71 of the Companies Act and the SEBI Debt Listing Regulations govern the
issuance of the NCDs. The Company shall issue secured debentures in accordance with the provisions
of Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014.

Redemption
The Company shall pay interest and redeem the NCDs in accordance with the terms of the Issue set out
in this Information Memorandum and the provisions of Section 71 of the Companies Act.

Debenture Redemption Reserve

The Company shall, if applicable, create a DRR during the tenure of NCDs in accordance with the
provisions of the Companies Act and Rule 18 (7) (a) to (d) of The Companies (Share Capital and
Debentures) Rules, 2014 and circulars issued by the Ministry of Corporate Affairs in this regard from
time to time.

Debenture Trust Deed

The Company shall execute a debenture trust deed with the Debenture Trustee on or prior to the Deemed
Date of Allotment.

P a g e | 98
XXX. Green Bond Framework

1. The Green Bond Framework (“Framework”)

The Framework sets out the guidelines for Restricted Group’s Green Bond issuances in
accordance with the four core components of the Green Bond Principles issued by the
International Capital Market Association (ICMA): use of proceeds; process for project
evaluation and selection; management of proceeds; and reporting. The Bonds being offered by
the Restricted Group shall be verified post issuance with the requirements of the Climate Bonds
Standard issued by the Climate Bonds Initiative.

1.1. Environmental Objectives & Environmental Social Governance (ESG) Philosophy

Our ESG philosophy has evolved as a reflection of the evolving context of the renewable energy
sector. We aspire to manage and operate resilient and sustainable renewable energy assets by
generating stakeholder value which we define as the economic value generated for the company
while creating social and environmental value to society and the planet through responsible
operations.

VGEPL’s ESG Philosophy

Aspire to build resilient and sustainable business

Connect
Company success, social progress,
Value for Company (Economic)

environmental protection & climate resilience

Stakeholder
Value for Planet

Value
Promote
ESG principles, standards, guidelines and
reporting

Implement
ESG mandate across all sites

Value for Society (E&S) Monitor

ESG performance, learning & feedback
Value to Company Financial return on investment
Value to Society Measured by the E&S value generated (VGEPL KPI monitoring)

There is an increasing awareness and sensitivity to the environmental and social implications
of development. Building a resilient business is increasingly dependent on preparing for the
impact of non-financial factors, such as climate change and environmental degradation, or
unforeseen factors as we have seen with COVID-19.

We believe that to succeed in the coming decade, we must equip ourselves with forward-
looking and proactive approaches to climate risk, ESG risk and ESG materiality. In this regard,
we are committed to identifying and addressing short, medium and long-term environmental
and social risks associated with our activities. We aim to enhance performance and stakeholder
value through robust governance, environmental and social management of its projects.

We have a robust environmental and social management system (ESMS) to identify and
manage our exposure to the environmental and social risks of its activities. Our ESMS is guided
by:

P a g e | 99
 • International Finance Corporation’s Performance Standards on Social and Environmental
Sustainability,
• World Bank Environmental Health and Safety Guidelines,
• The UN Principles for Responsible Investment,
• The local laws and regulations of the State of operation, and
• Industry good practices around ESG aspects.

We understand that climate change is a critical issue that poses a significant challenge to
businesses and society. We are working on further strengthening our evaluation process to
address the impact of climate change in our investment process aligned with the Task Force for
Climate-related Financial Disclosures (“TCFD”).

1.2. Process for Project Evaluation and Selection

At the deal origination stage, VGEPL considers ESG factors and risks associated with a target
investment company/ project, when evaluating whether to invest in that particular company or
project.

The ESG Team performs a detailed due diligence in order to assess and manage the ESG risks
and opportunities, with the assistance of the Investment Team, the Operations Team and the
Legal Team. Our ESG analysis is based on our internal ESG materiality assessment framework,
which uses qualitative and quantitative performance standards and benchmarks. The analysis
assesses the risk of a target’s vulnerability to ESG related regulatory, market or operational
forces (including climate change), changing ESG technologies, market economics or
interruptions to business due to physical damage to facilities. As appropriate, third party
environmental, legal, operational, and other technical consultants are engaged to assist with due
diligence pre-investment and evaluate the status of governance and compliance with applicable
laws (incl. ESG laws and regulations).

The results of the ESG review are incorporated in the Investment Committee Memorandum.
Material issues identified are discussed in detail with the deal team and Investment Committee.

Where management or performance of a material issue is considered to need improvement,

should the investment move forward, VGEPL and GIP India team jointly develop an
environment and social action plan (“ESAP”) to improve the ESG performance.

ESG Risk Assessment Matrix includes the following ESG risk factors, listed below and
evaluated based on VGEPL ESG Materiality Assessment Framework.

Environment Social Governance

• Environment risks and • Work place safety • Business policies and
liabilities • Community safety practices
• Climate impacts • Community interaction • Board governance
• Air and water emissions • Labor and working • Organization structure
• Contaminated land conditions • Compliance with law
• Biodiversity impacts • Cultural heritage • Stakeholder engagement
• Energy and carbon use • Development impacts • Conflicts of interests
• Waste recycling • Anti-corruption policies
• Permits compliance and
limitations

1.3. Use of Proceeds

The proceeds (net of issue costs) from this Green Bond issuance (Proceeds) will be used

P a g e | 100
 i. To refinance existing lenders to operational solar PV projects (including any
prepayment charges) and
ii. To invest in development of green-field solar PV projects.

Both of the above intended uses meet the criteria outlined below (Eligibility Criteria).

Eligibility Criteria Use of Proceeds

Solar energy:
• Onshore solar electricity generation facilities where 100% of electricity
Renewable Energy is derived from solar energy resources; and
• Wholly dedicated transmission infrastructure for eligible solar
generation facilities

The Eligible Project Categories and Use of Proceeds associated are defined in accordance with
the Taxonomy set by the Climate Bond Initiative in 2019. Solar Energy Use of Proceeds are
moreover set in the Climate Bonds Initiative Standards.

1.4. Management and Utilization of Proceeds

The net proceeds of the Green Bond shall be credited to a specific bank account, from which
the same shall be utilized to refinance the existing lenders of the specified operational solar
projects (including prepayment charges) and further utilize the same for permitted end uses
such as reserve creation and meeting transaction expenses for the refinance. Restricted Group
Issuers shall upstream the additional proceeds (net of refinance, reserves and transaction
expenses) to the parent VGEPL through repayment of existing promoter loans or redemption
of promoter instruments or fresh loans / inter-corporate deposits to VGEPL. The use of the
additional proceeds shall be tracked through ring-fencing the same at the VGEPL level and
utilizing it for investment into greenfield solar projects which shall comply with the eligibility
criteria specified in section 1.3 above. Till the time that the funds are actually utilized in the
green field project, the funds will be kept as cash or may be temporarily deployed in short term
investments such as Fixed Term Deposits or Debt Mutual Funds in line with the Treasury policy
of VGEPL. These temporary investments will not include investments in any greenhouse gas
intensive projects which are inconsistent with the Green Bond Principles.

VGEPL’s management of proceeds shall be subject to its internal and statutory audit that shall
verify the internal tracking method and the allocation of funds from the Green Bond proceeds.

1.5. Reporting

So long as the Green Bonds are outstanding, VGEPL will report on its website, (i) the use of
proceeds for each of the green bonds issued.

VGEPL shall also report on the following indicators for its eligible green projects, on an annual
basis:

• Installed capacity in MW,

• Renewable energy generated in MWh,
• Greenhouse gas emissions avoided in tons of CO2
• Number of households powered

1.6. Assurance

KPMG has provided independent assurance on the Green Bond Framework to be used for
issuance of the Notes being in conformity with the requirements of Climate Bonds Standard.
This assurance has been conducted in accordance with requirements of ‘Limited Assurance’ as
per International Federation of Accountants’ (IFAC) International Standard on Assurance

P a g e | 101
 Engagements ISAE 3000 (Revised), Assurance Engagements Other than Audits or Reviews of
Historical Financial Information. We will also get post issuance assurance to assure the use of
proceeds allocation, ongoing eligibility of the projects and assets, adequacy and output of the
internal controls and systems and use of funds not yet allocated are as per the established
framework and the Climate Bonds Standard.

P a g e | 102
XXXI. Inspection of Documents

1. Memorandum and Articles of Association of the Company.

2. Certificate of incorporation dated July 2, 2008.
3. Certified true copy of resolution passed by the Board of Directors on June 7, 2021 according approval
for issue of NCDs on private placement basis and resolution passed by the Board on June 17, 2021 for
finalization and adoption of this Information Memorandum.
4. Certified true copy of the resolution passed by the shareholders of the Company at their general meeting
held on June 7, 2021, according approval for issue of NCDs on private placement basis.
5. Annual Reports of the Company for last three Financial Years.
6. The credit rating letters each dated June 17, 2021, and the rating rationales dated April 14, 2021 and
May 18, 2021, issued by the Credit Rating Agency, i.e. CRISIL and India Research & Rating,
respectively, granting credit rating to the NCDs issued in pursuance of this Information Memorandum.
7. Copies of the agreements executed with NSDL and CDSL.
8. Statement containing particulars of all material contracts and agreements

The above material documents and contracts will be available for inspection between 10.00 a.m. and 5.00 p.m.
on all Business Days, till the Issue Closing Date, at the office of the Company mentioned below:

328/329, G Wing, Kanakia Zillion,

LBS Road, Bandra Kurla Complex Road,
Annex, Kurla West,
Mumbai – 400070,
Maharashtra, India

Confidentiality

The information and data contained herein is submitted to each recipient of this Information Memorandum on
a strictly private and confidential basis. By accepting a copy of this Information Memorandum, each recipient
agrees that neither it nor any of its employees or advisors will use the information contained herein for any
purpose other than evaluating the specific transactions described herein or will divulge to any other party any
such information. This Information Memorandum must not be photocopied, reproduced, extracted or distributed
in full or in part to any person other than the recipient without the prior written consent of the Company.

Signed pursuant to the authority granted by the Board vide resolution dated June 7, 2021 read with the resolution
of the Board of Directors of the Company passed at its meeting held on June 17, 2021.

FOR RATTANINDIA SOLAR 2 PRIVATE LIMITED

_____________________________
Name: Thirunelloy Chellappa Pattabiraman
Designation: Non-executive Director

Date: June 28, 2021

Place: Mumbai

P a g e | 103
XXXII. Documents Submitted to the Exchanges and Debenture Trustee

1. The following documents have been/ shall be submitted to the BSE:

(a) Memorandum and Articles of the Company and the necessary resolution(s) for the allotment of
the NCDs;
(b) Copy of last 3 (Three) years audited annual reports.
(c) Statement containing particulars of, dates of, and parties to all material contracts and agreements;
(d) Copy of the Board / Committee / Shareholders resolution authorising the issue of NCDs and list
of authorised signatories;
(e) An undertaking from the Company stating that the necessary documents for the creation of the
charge, where applicable, including the Debenture Trust Deed, would be executed within the time
frame specified in the relevant regulations/act/rules etc. and the same would be uploaded on the
website of the Designated Stock Exchange, where the NCDs will be listed, within a period of 5
(Five) working days of the execution of the same;
(f) Any other particulars or documents that BSE may call for as it deems fit;
(g) An undertaking that permission / conditional consent from the prior creditor for a pari-passu
charge being created, where applicable, in favour of the Debenture Trustee to the proposed issue
has been obtained.

2. Documents submitted to Debenture Trustee

The following documents have been/ shall be submitted to the Debenture Trustee:

(a) Memorandum and Articles of the Company and necessary resolution(s) for the allotment of the
NCDs;
(b) Copy of last 3 (Three) years audited annual reports;
(c) Statement containing particulars of, dates of, and parties to all material contracts and agreements;
(d) Latest audited/ limited review half yearly consolidated (wherever available) and standalone
financial information (profit & loss statement, balance sheet and cash flow statement) and auditor
qualifications, if any.
(e) An undertaking to the effect that the Company would, till the redemption of the NCDs, submit
the details mentioned in point (d) above to the Debenture Trustee within the timelines as
mentioned in Simplified Listing Agreement issued by SEBI vide circular No.
SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time, for
furnishing / publishing its half yearly/ annual result. Further, the Company shall within 180 (One
Hundred and Eighty) days from the end of the financial year, submit a copy of the latest annual
report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details
submitted under this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing
debenture-holders within 2 (Two) Business Days of their specific request.
(f) Documents as specified under the Conditions Precedent.
(g) Such other documents as may be required by the Debenture Trustee.

P a g e | 104
 ANNEXURE I

APPLICATION FORM

Application No : ________
Private Placement of NCDs
Addressee :
Application Form
Date : ____ , 2021

To,
The Board of Directors
RATTANINDIA SOLAR 2 PRIVATE LIMITED
CIN: U40104DL2008PTC180371

Registered Office: 101,1st Floor,Naurang Bhawan,21 Kasturba Gandhi Marg, New Delhi 110001 IN

Corporate Office: 328-329, 'G' Wing, Kanakia Zillion, L.B.S Road, BKC Annex Kurla (W) Mumbai 400070
MH IN

Dear Sirs,

Having read and understood the contents of the Information Memorandum/Private Placement Offer Cum
Application Letter (as defined overleaf), I/we apply for allotment to me/us of the NCDs. The amount payable
on application as shown below is remitted herewith. In case of allotment, please place my/our name(s) on the
Register of NCD Holders. I/We bind ourselves by the terms and conditions as contained in the Private Placement
Offer Cum Application Letter. We note that the Board of Directors is entitled in its absolute discretion to accept
or reject this application whole or in part without assigning any reasons whatsoever.

(PLEASE READ THE INSTRUCTIONS ON THE REVERSE CAREFULLY BEFORE FILLING UP THIS
APPLICATION FORM)

P a g e | 105
APPLICANT’S DETAILS (IN BLOCK LETTERS):

First/Sole Applicant: ______________________________________________________

Second Applicant: ________________________________________________________

Third Applicant: _________________________________________________________

Address: __________________________________________________________________________
___________________________________________________________________________________

Pin Code: _____________ Tel / Mobile No: __________________ Email: ____________________

PAN No: ___________________________ Applicant Category Code (please refer overleaf):
________
(Furnishing of Applicant’s Details is mandatory, failing which the Application is liable to be rejected)

Investment Details:
Face Value (Rs. / NCD) 10,00,000 /-
Issue Price (Rs. / NCD) 10,00,000 /-
Minimum Application of and in multiples 1 NCD and multiples thereof
of NCD thereafter
No of NCDs Applied
Amount Payable (Rs.)
Grand Total No of NCDs Applied
Total Total Amount Payable (Rs.)

Payment Details (1):

Amount Paid (Rs.) – in words
Amount Paid (Rs.) – in figures
Mode of Payment (select whichever is
□ RTGS □ FUND TRANSFER
applicable)
Date of RTGS/ NEFT/ ECS/ FUND
TRANSFER
Name of the Bank through which the
Electronic Fund Transfer is made
UTR No.
Note: (1) The Application Form must be accompanied with the UTR confirmation. The details of ICCL’s bank
account to which payment needs to be made is as mentioned under Applications by Successful Bidders. .

Bank A/c Details

Account Name
Bank Name
A/c No.
A/c Type
Branch Name and Address
IFSC

Applicant’s depository details (2):

□ NSDL
DP Name Depository
□ CDSL
DP ID /
Client ID
Note: (2) Please note that allotment of NCDs shall be compulsorily made in dematerialized form.

P a g e | 106
 Signature

S. Name of the Authorised Signatories Designation Signature

No.
1
2
3

Date: _______________________, 2021

------------------------------------------------------- Tear Here ----------------------------------------------------------

Application No: ______________________

RATTANINDIA SOLAR 2 PRIVATE LIMITED CIN: U40104DL2008PTC180371

Registered Office: 101,1st Floor,Naurang Bhawan,21 Kasturba Gandhi Marg, New Delhi 110001 IN

Corporate Office: 328-329, 'G' Wing, Kanakia Zillion, L.B.S Road, BKC Annex Kurla (W) Mumbai 400070
MH IN

ACKNOWLEDGEMENT SLIP

Received from:
____________________________________________________________________________________
Date: ______________, 2021

INR Date stamp &

□ RTGS
Issue Price 10,00,000 Mode of Payment signature of the
□FUND TRANSFER
(Rs. / NCD) (Rupees Registrar
ten lacs) Date of Remittance
No of NCDs
Name of the Bank
applied for
Amount Paid
UTR No.
(Rs.)

INSTRUCTIONS

1. The application would be accepted as per the terms of the issue of listed Non – Convertible Debentures
(“NCDs”) on private placement basis offered by way of the private placement offer cum application
letter dated June 28, 2021 (“Private Placement Offer Cum Application Letter”). Applicants are
requested to refer to the application procedure set forth in the Private Placement Offer Cum Application
Letter.

2. Application forms must be completed in full in BLOCK LETTERS IN ENGLISH. A blank space must
be left between two or more parts of the name.

3. The sole/first applicant should mention his/her/its PAN Number allotted under Income Tax Act, 1961.
Income Tax as applicable will be deducted at Source at the time of payment of Coupon on Application
/ Refund Money.

4. Signatures should be made in English or in any of the Indian languages. Thumb impressions must be
attested by an authorised official of a Bank or by a Magistrate/Notary Public under his/her official seal.

5. The various categories of applicants eligible to apply along with their category codes are as given below:

P a g e | 107
 1. Banks
2. Financial Institution
3. Non-Bank Finance Companies
4. Corporate Investors
5. Mutual Funds
6. Provident funds/ pension funds including National Pension Scheme
7. Foreign Portfolio Investors
8. Primary Dealers
9. Any other person authorized to invest in this Issue

Applicants are hereby required to ascertain their eligibility to apply for the Issue.

6. Applicants shall be bound by the terms and conditions as contained in the Private Placement Offer Cum
Application Letter, including the basis of allotment as specified therein.

7. Applicants are requested to read the Private Placement Offer Cum Application Letter carefully prior to
making an investment decision in the NCDs.

8. Allotment of NCDs shall be compulsorily made in dematerialized form.

9. The payment of interest / dividend / redemption shall be made to the bank account linked with the demat
account of the applicant, wherein the allotment of the NCDs is made / held.

10. Application forms duly completed in all respects must be sent via email and in original to the Registrar
and Transfer Agent as specified below.

11. Application Money can be remitted only through electronic transfer of funds in accordance with the
Operational Guidelines.

12. Cash, money orders, postal orders and stock invest WILL NOT be accepted.

13. The Application Form must be accompanied with the UTR confirmation.

14. The Application Form must be accompanied with proof of transfer of application money to the
Designated Bank Account of ICCL

15. Receipt of applications will be acknowledged by the Registrar and Transfer Agent in the
“Acknowledgement Slip”, appearing below the Application Form. No separate receipt will be issued.

16. APPLICATIONS NOT ACCOMPANIED BY THE REQUIRED DOCUMENTS ARE LIABLE

TO BE REJECTED.

Address for submission of Application Forms along with the Relevant Documents

328/329, G Wing, Kanakia Zillion, LBS Road, Bandra Kurla Complex Road, Annex, Kurla West,
Mumbai – 400070, Maharashtra, India

P a g e | 108
 ANNEXURE II

BALANCE SHEET
Audited Audited Audited
As at As at As at
31 March 2021 31 March 2020 31 March 2019
Assets
Property, plant and equipment 27,04,136.48 28,14,093.83 29,24,696.08
Right-of-use asset 1,87,576.03 1,96,201.03
Capital work in progress -
Financial assets
(i) Loans 4,678.54 4,200.09 3,769.68
(ii) Other financial assets 66,487.34 1,02,239.53 100.73
Non- current tax assets (net) 2,089.60 17,619.77 16,452.57
Other non current assets 38,991.65 40,857.40 2,39,734.18
Deferred tax assets (net) - -
30,03,959.64 31,75,211.65 31,84,753.24
Current assets
Financial Assets
(i) Investments - - 19,211.24
(i) Trade receivables 1,18,844.50 71,617.15 71,914.85
(ii) Cash and cash equivalents 1,51,894.84 4,49,202.57 9,536.22
(iii) Bank balances other than (ii) above 1,54,239.64 756.00 1,64,157.83
(iv) Loans 20,000.00
(v) Other financial assets 64,514.50 1,02,419.54 84,151.26
Other current assets 3,610.71 4,695.57 35,757.33
5,13,104.19 6,28,690.83 3,84,728.73

TOTAL ASSETS 35,17,063.83 38,03,902.48 35,69,481.97

Equity and liabilities

Equity
Equity share capital 2,38,993.00 2,38,993.00 2,38,993.00
Other equity 1,00,498.58 (1,64,291.06) (2,86,952.70)
Total Equity 3,39,491.58 74,701.94 (47,959.70)

Liabilities
Non-current liabilities
Financial liabilities
Borrowings 27,22,821.72 31,13,327.97 27,92,796.65
Deferred tax liabilities (net) 3,286.27
Others financial liabilities 58,745.47 2,67,395.74
Provisions - 273.79
Other non-current liabilities 2,79,621.35 2,94,338.27 1,85,399.97
30,64,474.81 34,07,666.24 32,45,866.15
Current liabilities

P a g e | 109
 Financial Liabilities

(i) Borrowings - 2,00,000.00 25,628.02

(ii) Trade payables
(a) total outstanding dues of micro enterprises and
small enterprises -
(b) total outstanding dues of creditors other than
micro enterprises and small enterprises 16,162.15 15,064.48
(iii) Other financial liabilities 81,059.23 86,460.84 3,24,933.79
Other current liabilities 15,849.87 19,931.54 21,007.31
Provisions 26.19 77.44 6.40
Other tax liabilities (net) - -
1,13,097.44 3,21,534.30 3,71,575.52

TOTAL EQUITY AND LIABILITIES 35,17,063.83 38,03,902.48 35,69,481.97

PROFIT AND LOSS

(Currency Indian rupees, in thousands) Provisional Audited Audited
Year ended Year ended Year ended 31
31 March 2021 31 March 2020 March 2019

Income
Revenue from operations 4,49,861.18 4,26,725.95 4,17,773.81
Other income 41,443.91 1,71,810.26 91,818.57
Total income (I) 4,91,305.09 5,98,536.21 5,09,592.38

Expenses
Employee benefits expense 2,234.06 4,296.96 4,589.94
Finance costs 3,20,015.71 3,02,063.38 5,63,668.61
Depreciation expense 1,19,248.22 1,19,275.85 1,32,672.79
Other expenses 58,641.56 50,202.59 1,02,284.21
Total expenses (II) 5,00,139.55 4,75,838.78 8,03,215.55

Profit / (Loss) before tax (8,834.46) 1,22,697.43 (2,93,623.17)

Tax expenses
Current tax - - -
Provision of earlier years - 35.79 -
Deferred tax (credit)/charge 3,286.27 - -
Total tax expense 3,286.27 35.79 -

Profit / (Loss) for the year (12,120.73) 1,22,661.64 (2,93,623.17)

Other Comprehensive income - - (28.65)
Total Comprehensive income for the year (12,120.73) 1,22,661.64 (2,93,651.82)

Earnings per equity share [nominal value of share

Rs 10 (previous year Rs 10)]
Basic and diluted loss per share (0.51) 5.13 (12.29)

P a g e | 110
 CASH FLOW STATEMENTS
Year ended Year ended Year ended
(Currency Indian rupees, in thousands) 31 March 2021 31 March 2020 31 March 2019

Cash flow from/ (used in) operating activities

Profit before tax (8,834.46) 1,22,697.43 (2,93,623.17)
Adjustment
Finance cost expenses 3,34,732.62 3,02,063.38 5,63,668.61
Depreciation expense 1,19,248.22 1,19,275.85 1,32,672.79
Interest income on fixed deposits (10,015.24) (12,065.22) (67,839.35)
Interest income on security deposits (478.45) (430.41) (385.08)
Interest income on loans to group company (1,426.85) (12,442.41)
Interest income on financial assets measured at
amortised cost (10,472.80)
Loss on foreign exchange fluctuations 59,138.55
Dividend income from investment measured at fair
value through profit and loss - (3,158.54)
Liabilities written off (18.80)
Subsidy received (19,800.00)
Profit on sale of investment (65.33)
Equity component of liability converted into
nominal value
Investment measured at fair value through profit and
loss - (1,667.55)
Provision no longer required - (388.39)
Amortisation of grant (14,716.91) (14,716.91)
Operating profit before adjustments 4,08,036.13 5,02,325.77 3,70,589.68
Adjustments:
Increase in trade payables 1,046.42 564.03
Increase / (Decrease) in other financial liabilities (8,579.62) (72.42) 14,003.95
(Decrease) / Increase in other current and non-
current liabilities (4,081.68) 1,22,579.44 2,04,611.38
(Increase) in current and non-current assets 2,950.61 (28,738.45) 13,421.85
Decrease in trade receivables (7,995.27) 297.70 (71,914.85)
Decrease / (Increase) in other financial assets 97.88 (1,11,242.83) (62,288.28)
(Increase) in other financial assets -
3,91,474.47 4,85,713.24 4,68,423.73
Direct taxes paid (net) 15,530.16 (1,202.99) (7,196.84)
Net cash flow from operating activities (A) 4,07,004.63 4,84,510.25 4,61,226.89

Cash flow from investing activities

Purchase of property, plant and equipment
(including capital work-in-progress) (665.87) (2,23,818.76) (6,29,220.46)
Grant received from SECI 37,500.00 37,500.00
Interest received from fixed deposits with banks 10,017.16 11,693.87 67,839.35
Investment in mutual funds - (4,63,912.41) (19,172.95)
Redumption in mutual funds - 4,84,791.20

P a g e | 111
 Dividend received - 3,120.25
Profit on sale of investment 65.33
Loans given to related parties (20,000.00)
Investment in fixed deposits with banks (14,40,659.49) (5,66,124.91) 13,78,988.04
withdrawal of fixed deposits with banks 12,95,900.85 7,20,902.47
Net cash flow (used in ) / from investing activities
(B) (1,17,907.35) 1,031.46 8,01,619.56

Cash flow from financing activities

Proceeds from long term borrowings - 23,18,949.34 4,90,000.00
Repayment of long-term borrowings (1,66,038.43) (21,24,206.75) (1,47,978.50)
Proceeds from short-term borrowings - 1,74,371.98 (13,35,876.19)
Repayment of short-term borrowings (2,00,000.00)
Payment towards finance charges including interest
expenses (2,20,366.58) (4,14,989.93) (2,64,603.84)
Net cash outflow from financing activities (C) (5,86,405.01) (45,875.36) (12,58,458.53)

Net (Decrease) / Increase in cash and cash (2,97,307.73) 4,39,666.35 4,387.92

equivalents (A + B + C)
Cash and cash equivalents at the beginning of the
year 4,49,202.57 9,536.22 5,148.30
Cash and cash equivalents at the end of the year 1,51,894.84 4,49,202.57 9,536.22
(refer note 11A)

P a g e | 112
 ANNEXURE III

CASH FLOW FOR THE NON-CONVERTIBLE DEBENTURES

₹ ₹
Applic For total
Numbe For each Debenture of 10,00,00 2,27,00,00,0
able Debenture of
r of 0 00
numb
Flow Scheduled Actual days for
er of
Type Payment Date Payment Date interest Residua Coupo
days Principal Total Principal Total
paymen Coupon l n
in the Repaymen paymen repaymen Payment
t (Rs.) Princip Payme
year t (Rs.) t (Rs.) t (Rs.) (Rs.)
al (Rs.) nt (Rs.)

Principal Thursday, 1 Thursday, 1 -- -- 10,00,00 (10,00,0 (2,27,00,0 (2,27,00,00,

Inflow July, 2021 July, 2021 (10,00,000) 0 00) - 0,000) 000)
Interest & Thursday, 30 Thursday, 30
Principal September, September, 3,67,29 2,57,00,00
Payment 2021 2021 91 365 16,181 11,322 9,88,678 27,502 ,844 0 6,24,29,844
Interest & Friday, 31 Friday, 31
Principal December, December, 3,67,13 2,57,00,00
Payment 2021 2021 92 365 16,173 11,322 9,77,357 27,495 ,059 0 6,24,13,059
Interest &
Principal Thursday, 31 Thursday, 31 3,55,03 2,57,00,00
Payment March, 2022 March, 2022 90 365 15,640 11,322 9,66,035 26,962 ,678 0 6,12,03,678
Interest &
Principal Thursday, 30 Thursday, 30 3,54,82 2,86,00,00
Payment June, 2022 June, 2022 91 365 15,631 12,599 9,53,436 28,230 ,324 0 6,40,82,324
Interest & Friday, 30 Friday, 30
Principal September, September, 3,54,04 2,86,00,00
Payment 2022 2022 92 365 15,597 12,599 9,40,837 28,196 ,390 0 6,40,04,390

P a g e | 113
 Interest & Saturday, 31 Friday, 30
Principal December, December, 3,49,36 2,86,00,00
Payment 2022 2022 92 365 15,391 12,599 9,28,238 27,990 ,541 0 6,35,36,541
Interest &
Principal Friday, 31 Friday, 31 3,37,19 2,86,00,00
Payment March, 2023 March, 2023 90 365 14,854 12,599 9,15,639 27,453 ,373 0 6,23,19,373
Interest &
Principal Friday, 30 Friday, 30 3,36,31 2,99,00,00
Payment June, 2023 June, 2023 91 365 14,816 13,172 9,02,467 27,987 ,269 0 6,35,31,269
Interest & Saturday, 30 Friday, 29
Principal September, September, 3,34,20 2,99,00,00
Payment 2023 2023 92 366 14,723 13,172 8,89,295 27,894 ,166 0 6,33,20,166
Interest & Sunday, 31 Friday, 29
Principal December, December, 3,29,32 2,99,00,00
Payment 2023 2023 92 366 14,508 13,172 8,76,123 27,679 ,388 0 6,28,32,388
Interest &
Principal Sunday, 31 Friday, 29 3,20,91 2,99,00,00
Payment March, 2024 March, 2024 91 366 14,137 13,172 8,62,952 27,309 ,951 0 6,19,91,951
Interest &
Principal Monday, 1 Monday, 1 3,19,56 1,95,89,00 1,99,08,56,8
Payment July, 2024 July, 2024 92 366 14,078 8,62,952 - 8,77,029 ,831 ,000 31

P a g e | 114
 ANNEXURE IV

DETAILS OF PENDING LITIGATIONS

Financial
Sr. Case Pending Impact(In Next Date
Plant Cause Title Case No Brief History / Summary
No. Nature At Rs.)/ Other (DD/MM/YYYY)
Impact
1 Allahabad Rattan India Solar 2 Private 211 MP/ Regulatory APTEL RS2PL has filed claim against the off- 5.61 Crores Not yet listed
Ltd. v. Solar Energy 2019 takers under Clause 12 of the PPA
Corporation of India Limited titiled change in law stating that
additional costs were incurred by the
Claimant due to imposition of GST.
These additional costs include - EPC
costs, additional costs for O&M
Agreement, additional costs for lease
agreements and carrying costs. CERC
allowed claims upto COD and rejected
carrying cost, O&M cost.
RS2PL has filed appeal before APTEL
challenging order of CERC to the
extent rejection of claim
2 Allahabad SECI v. solar power 536 Regulatory CERC SECI has filed annuity petition before NA
developers including RS2PL MP/2020 CERC for paying the compensation
arising out of change in law in 13
yearly annuities.

P a g e | 115
 ANNEXURE V

COVENANTS AND UNDERTAKINGS

Part – A – Affirmative Covenants

The Issuer covenants, undertakes and agrees to abide by and ensure continued compliance of the
following on or from the date of the Deed and until the Final Settlement Date.

1. Transaction Documents

(i) The Issuer shall (a) perform and observe all of its obligations under the terms of the
Transaction Documents to which it is a party; (b) maintain in full force and effect each of the
Transaction Documents and prevent the termination of such Transaction Documents (except in
case of termination by discharge of all obligations by performance in accordance with the terms
of such Project Document); (c) provide to the Debenture Trustee a copy of each of the Project
Documents executed by the Issuer and which the Issuer may enter into or obtain at any time
subsequent to the date hereof promptly after the execution thereof certified by an Authorized
Officer of the Issuer as being true, correct and complete and in full force and effect.

(ii) The Company shall execute the Debenture Documents within the time frame prescribed
under the relevant SEBI regulations and circulars and, shall submit such Debenture Documents
to the stock exchange for uploading on its website (as applicable), within 5 (five) days of
execution of the same, subject to timelines prescribed under Law.

(iii) The Issuer shall have executed and delivered to the Debenture Trustee the Trust
and Retention Account Agreement and the Inter-Company Agreement within 10 (ten )
days from the Deemed Date of Allotment. The Issuer shall have executed and delivered to
the Debenture Trustee the Coordination Agreement within 45 (forty five) days from the
Deemed Date of Allotment.

2. Compliance with Laws and Approvals

The Issuer shall:

(a) maintain its corporate existence and right to carry on its business and operations;
(b) comply in all respects with all Applicable Laws (including anti money laundering guidelines,
anti-bribery guidelines) and Authorisations in relation to the conduct of its business;
(c) ensure that it has clear and marketable title, satisfactory to the Debenture Trustee, on all
Encumbered Assets on or before the creation of the charge on such assets; and
(d) obtain, maintain and keep in effect and comply in all respects, with all Authorisations required
in respect of the legality, validity and enforceability of the Debenture Documents and ensure
that each such Authorization is not rescinded, terminated, suspended, modified or withheld or
be determined to be invalid.

3. Taxes Duties, Fees and Proper Legal Form

The Issuer shall:

(a) pay, or cause to be paid, punctually on or prior to the due date all Taxes (including
stamp duties), duties, fees, statutory dues or other charges payable by it under
Applicable Laws or on or in connection with the execution, registration, or notarization,
or for the legality, validity, or enforceability, of the Deed, the other Transaction
Documents and any other documents related to the Transaction Documents. The Issuer

P a g e | 116
 shall also pay punctually on or prior to the due date, all present and future claims or
liabilities for labour, services or supplies which if unpaid might result in a Security
Interest on the Secured Property or adversely affect the security or the rights or
remedies of any Debenture Holders or Debenture Trustee. The Debenture Holders or
Debenture Trustee may pay any such Taxes, claims, levies or liabilities of the Issuer,
if the Issuer fails to make such payment. The Issuer shall immediately, upon notice
from any Debenture Holder or Debenture Trustee reimburse such Debenture Holders
and Debenture Trustee for any such sums (together with interest thereon at the
Additional Interest Rate from the date of payment until the reimbursement of such
amounts by the Issuer), provided that the failure of such Debenture Holder or
Debenture Trustee to provide such notification shall not prevent such Debenture Holder
or Debenture Trustee from being entitled to reimbursement by the Issuer hereunder.
(b) promptly pay or cause to be paid amounts declared to be payable pursuant to any
judgment enforcing any such Taxes or other claims, levies or liabilities of the Issuer,
unless an appeal/challenge/revision is preferred against such judgement in accordance
with Law and such Taxes are Contested in Good Faith.
(c) take all such further actions required or in the opinion of Debenture Holders or
Debenture Trustee advisable to ensure that each of the Debenture Documents is in
proper legal form under the Laws for the enforcement thereof without the requirement
of any further action on part of the Debenture Holders and the Debenture Trustee.

4. Preservation of Security

(a) The Issuer shall execute and cause to be executed by the other Obligors, the
Security Documents and validly create and perfect, and cause to be created and
perfected by the other Obligors, the Security in favour of the Debenture Trustee
for the benefit of the Debenture Holders in accordance with and within the
timelines mentioned in the Deed.
(b) The Issuer shall take, and cause to be taken by the other Obligors, all actions
required to maintain and preserve the Security Interest under the Security
Documents including the priority and pari passu nature thereof in accordance
with the Deed. The Issuer shall from time to time execute, or cause to be executed
by the other Obligors, any and all further instruments and register and record
such instruments in all public and other offices in order to create, perfect,
preserve and maintain valid, perfected and enforceable Security Interest of the
ranking and priority mentioned in the Deed over the properties secured and/or to
be secured in favour of or for the benefit of the Debenture Holders and the
Debenture Trustee pursuant to the Security Documents.

5. Inspection

The Issuer shall permit officers and representatives of the Debenture Trustee and/or the
Debenture Holder to visit and inspect with prior reasonable notice of 7 (seven) Business Days
and during normal business hours at least once every Quarter or at more regular intervals if so
required by the Debenture Trustee and/or the Debenture Holder, properties of the Issuer which
form part of the Encumbered Assets and to inspect the books of record and accounts of the
Issuer and to make copies there from, to conduct a stock audit and be advised as to the same,
by its officers. The cost of any visit by the Debenture Trustee or its agents shall be borne by the
Issuer. It is however clarified that the Debenture Trustee shall not be required to provide a
notice to the Issuer as stated herein at any time after the occurrence of an Event of Default
which has not been waived.

The Issuer agrees and undertakes that it shall co-operate with such auditors as may be appointed
by the Debenture Trustee with a view to obtain specific certificate regarding
utilization/diversion/siphoning of funds, provide the necessary information and/or documents

P a g e | 117
 as may be required by such auditors. It is hereby clarified that the Issuer shall not be liable to
bear the costs in connection with appointment of such auditors, so long as no Event of Default
has occurred which is continuing.

The Issuer acknowledges and agrees that in case the aggregate generation across the Group
Issuers falls below P90 for 2 (two) consecutive years or falls by more than 5% of P90 in any 1
(one) year (as per latest EYA report), the Debenture Holders shall have a right to cause the
Group Issuers to appoint an independent engineer to undertake site visits and inspection
including aerial thermography of modules. In case of detection of hot spots / defects in the
modules, the Debenture Holders or the Debenture Trustee shall reserve the right to disallow
Restricted Payments till the corrective measures suggested by the independent engineer are
implemented and the generation increases above P90 levels.

6. Books and Records

(a) The Issuer undertakes to keep such adequate accounting and control systems,
management information systems, books of account, and other records as are required
to be maintained under Law and such accounts as are adequate to reflect truly and fairly
the financial condition and results of operations and which shall contain full, true and
correct entries in conformity with Ind-AS consistently applied and all requirements of
Law.
(b) The Issuer shall maintain all records relating to the Secured Property.
(c) The Issuer undertakes to ensure that audited financial statements of the Issuer for each
Fiscal Year are prepared within timelines prescribed by Law and in preparation of such
financial statements apply all accounting policies in a consistent manner as per past
practices and in any case in accordance with Ind-AS.

7. Governmental Authority Actions

The Issuer shall take all possible steps that it is obliged to under Law to ensure that no action
of the Issuer results in any Governmental Authority to condemn, nationalise, seize, or otherwise
expropriate all or any part of the property or other assets of the Issuer or take any action that
would prevent the Issuer or its officers from carrying on any material part of its business or
operations or with a view to regulate, administer, or limit, or assert any form of administrative
control over the rates applied, prices charged or rates of return achievable, by the Issuer in
connection with its business.

8. Insurance Policies

The Issuer shall ensure that all assets of the Issuer shall be kept fully and adequately insured
against fire and such other risks which as per good industry practices should be insured against.
All insurance policies on the Encumbered Assets shall have been endorsed in favor of the
Debenture Trustee as loss payee, within 60 (sixty) days from the Deemed Date of Allotment.

9. Property Rights

The Issuer shall:

(a) keep all respective Secured Property in good working order and condition (ordinary
wear and tear expected) in accordance with good industry practices;
(b) maintain title to or its interest in all respective Secured Property and shall take all
actions necessary to create, maintain and perfect at all times, clear marketable interest
or rights, in such Secured Property.

10. Credit Rating

P a g e | 118
 The Issuer shall, at its own cost, obtain credit rating from CRISIL and India Ratings and
Research Private Limited for the Debentures within timelines agreed in the Deed, and annually
after the first credit rating or at such other intervals as may be intimated by the Debenture
Trustee and shall furnish the rating letter obtained as aforesaid to the Debenture Trustee along
with the rating rationale (which shall not be more than 6 (six) months old). Any revision in
rating by any of the Credit Rating Agencies shall be promptly intimated to the Debenture
Trustee. As a Condition Precedent, the Issuer shall have obtained credit rating of Provisional
AAA/Stable from CRISIL and a credit rating of Provisional AAA(CE)/Stable from India
Ratings and Research Private Limited.

11. Further Assurances, Additional Documents, Filings and Recordings

(a) The Issuer shall execute and deliver, from time to time as required by the Debenture
Trustee or the Debenture Holders at the Issuer's expense, such other documents as shall
be necessary or that the Debenture Trustee or the Debenture Holders may require in
connection with the rights and remedies of the Debenture Trustee and the Debenture
Holders granted or provided for by the Debenture Documents and to consummate the
transactions contemplated therein.
(b) The Issuer shall promptly do (or cause to be done) everything necessary or as may be
desirable (including additional filings, registrations or recordings, or execution and/or
delivery of further deeds, documents, instruments or agreements), in the opinion of
Debenture Trustee or the Debenture Holders, to (i) create, perfect and maintain the
Security in full force and effect at all times (including the priority thereof); (ii) preserve
and protect the Security; and (iii) protect and enforce its rights and title, and the rights
and title of the Debenture Trustee or the Debenture Holders to the Security (including
trusts created by the Security Documents). Furthermore the Issuer shall cause to be
delivered to the Debenture Trustee such opinions of counsel and other related
documents as the Debenture Trustee may require in connection with the Deed. Such
additional actions (including creation of Security) shall be taken promptly in
accordance with the timelines prescribed under Applicable Laws and the Debenture
Documents.
(c) The Issuer shall promptly pay to the Debenture Holders and the Debenture Trustee all
fees, charges and costs incurred by solicitors / advocates / company secretaries used by
the Debenture Holders and the Debenture Trustee in connection with creation,
perfection, preservation and registration of Security, certification of registration of
charge thereof with the Registrar of Companies, compilation of annual search/status
reports or other similar matters.

12. Net Worth

The Issuer undertakes to ensure that until the Final Settlement Date, it shall maintain a positive
net worth, on a consolidated basis on the basis of financial statements prepared in accordance
with the Ind-AS.

13. Other Entities

(i) The Issuer shall fund the Other Entities in accordance with the process laid down in the
Trust and Retention Account Agreement. The Issuer confirms that such funding to the
Other Entities shall be in compliance with Applicable Laws and the Issuer shall take
all actions as may be necessary to ensure that such funding is in compliance with all
Applicable Laws. The Issuer agrees that all Cash Surplus available (if any) with it shall,
after meeting its operations and maintenance costs and debt servicing, in accordance
with the mechanism laid out in the Trust and Retention Account Agreement, will be
made available to the Other Entities for making payments for funding any shortfall (i)
for debt servicing by the Other Entities, provided such debt servicing is for the Other

P a g e | 119
 Entities Debenture Holders and Other Entities Debenture Trustee; (ii) for restoring the
debt service reserve amount and all other reserves required to be maintained by the
Other Entities as per the provisions of the Other Entities Debenture Trust Deed; (iii)
for operations and maintenance costs to be incurred by the Other Entities or any other
shortfall in the Other Entities Accounts as per the terms of the Other Entities Debenture
Trust Deed (collectively the “Deficient Amount”).

(ii) The Issuer shall execute the Shortfall Guarantee(s), guaranteeing repayment of the
Other Entities Debentures from its Other Entities Cash Surplus, in a form and manner
to the satisfaction of the Debenture Holders.

(iii) In case of any shortfall in Debt Service Account or Debt Service Reserve Account or
any other Account, any Group Issuer Cash Surplus will be re-distributed in accordance
with the waterfall mechanism and the other terms of the Trust and Retention Account
Agreement to cure such shortfall to the satisfaction of the Debenture Trustee. The
Issuer shall cause Other Entities to infuse funds into the Issuer in compliance with
Applicable Laws and the Issuer shall take all actions as may be necessary to ensure that
such funding is in compliance with all Applicable Laws. The funding by the Other
Entities to the Issuer shall be for making payments for funding any shortfall (i) for debt
servicing by the Issuer, provided such debt servicing is pursuant to the Debenture
Documents; (ii) for restoring the Debt Service Reserve Amount required to be
maintained as per the provisions of the Deed.

(iv) The Issuer agrees that at least 5 (five) Business Days before any respective Group
Issuer Debenture Payment Date, the Debenture Trustee shall examine (with the
cooperation of the Group Issuer Account Bank) the balances lying in the respective
accounts of each Group Issuer, and in case of a shortfall in Group Issuer Debt Service
Account or Group Issuer Debt Service Reserve Account or any other Group Issuer
Account and in the event of availability of Group Issuer Cash Surplus in the respective
accounts of any other Group Issuer, then the Debenture Trustee will have the right to
require relevant Group Issuer Account Bank of such Group Issuer to transfer all or any
part of the Group Issuer Cash Surplus available with such Group Issuer to meet the
shortfall in Group Issuer Debt Service Account or Group Issuer Debt Service Reserve
Account or such other Group Issuer Account, as the case may be, of the other Group
Issuers, pro rata across Group Issuers, where there is any shortfall in the said accounts.

14. Listing Requirements

The Issuer shall procure that the Debentures are listed in accordance with the Deed and shall
comply with all Laws, rules, regulations and guidelines, as may be in force from time to time
during the currency of the Debentures, including (I) the SEBI Regulations; and (II) the
provisions of the listing agreement entered into by the Issuer with the Stock Exchange and other
requirements as prescribed by the Stock Exchange, and shall make all the filings/disclosures
within such time and in such form and manner as has been prescribed thereunder.

15. Environment

The Issuer shall, at all times till the Final Settlement Date, comply with the environmental,
health, safety, social and other requirements including the following: (a) ensure compliance
with provisions of all applicable legislation, and clearance issued there under; (b) inform the
Debenture Trustee within 10 (ten) Business Days of the occurrence of any social, labor, health
and safety, security or environmental incidents, accidents or any other circumstances which
could reasonably be expected to have any Material Adverse Effect on the Issuer's business and
take corrective measures as suggested by the Debenture Trustee, if any.

P a g e | 120
16. Control

(i) The Issuer shall obtain, and/or cause to be obtained, prior written consent from the
Majority Debenture Holders for a Change of Control Event. Decision of the Majority
Debenture holders on Change of Control shall be binding on all the Debenture Holders.

(ii) The Issuer shall ensure that the Sponsor holds and maintains Control of the Issuer and at
least 51% (fifty one percent) of issued and paid up share capital of the Issuer at all times
till the Final Settlement Date, unless otherwise consented to by the Debenture Trustee in
accordance with the terms of the Deed.

(iii) The Issuer shall ensure that the Promoter holds and maintains Control of the Sponsor and
at least 51% (fifty one percent) of issued and paid up share capital of the Sponsor at all
times till the Final Settlement Date, unless otherwise consented to by the Debenture
Trustee in accordance with the terms of the Deed.

17. Reserves

The Issuer shall maintain the Debt Service Reserve Amount as required herein on and from the
Deemed Date of Allotment and until the Final Settlement Date. The Debt Service Reserve
Amount for the period commencing from the Deemed Date of Allotment and until September
30, 2023, shall be equivalent to an amount equal to the Scheduled Debt Service for the ensuing
6 (six) months (excluding the Bullet Installment). The Debt Service Reserve Amount for the
period commencing from October 1, 2023 and until the Final Settlement Date shall be
equivalent to (a) an amount equal to the Debt Service Reserve Amount as was required to be
maintained on September 30, 2023 or (b) an amount equal to the Scheduled Debt Service for
the ensuing 6 (six) months (excluding the Bullet Installment, whichever of (a) or (b) is higher .
The Issuer may invest the Debt Service Reserve Amount only in Permitted Investments as per
the terms and conditions of the Trust and Retention Account Agreement. The Debt Service
Reserve Amount may be created by the Issuer in the form of cash or in the form of bank
guarantees from a bank having credit rating of AAA at the time of issuance of the bank
guarantee, provided such bank guarantees are without recourse to Issuer or the Other Entities
and are on terms and conditions satisfactory to the Debenture Trustee (“DSRA BG”). If the
Debt Service Reserve Amount is in the form of bank guarantee, then the Issuer shall get the
guarantee renewed prior to 15 (fifteen) days from the date of its expiry, and in the event the
Issuer fails to do so then the Debenture Trustee shall have the right to invoke the guarantee.
Upon furnishing of DSRA BG in lieu of maintaining Debt Service Reserve Amount in
the form of cash in accordance with this section, the monies so released from the Debt
Service Reserve Account pursuant to being replaced by DSRA BG, may be utilized by
the Issuer towards Restricted Payments without being subject to testing and compliance
of the Restricted Payment Conditions.

The Issuer shall create an Inverter Replacement Reserve in accordance with the Financing Base
Case.

18. Affiliates Undertaking

(i) The Issuer agrees to procure an undertaking from the Promoter on or before the Deemed Date
of Allotment, in a form satisfactory to the Debenture Trustee, wherein the Promoter shall inter
alia undertake and agree to the following:
(a) it shall, subject to the pledge of the Pledged Securities and , unless otherwise consented
to by the Debenture Trustee in accordance with the terms of the Deed, retain at all times
until the Final Settlement Date (directly or indirectly) (i) Shares equivalent to 51%
(fifty one percent) of the total equity share capital of the Issuer; and (ii) Management

P a g e | 121
 Control of the Issuer including the ability to appoint majority of the Directors on the
Board and to direct the management/policy decisions and the power to manage the day-
to-day operations of the Issuer;
(b) it shall, subject to the pledge of the Pledged Securities, retain at all times until the Final
Settlement Date, directly, (i) 51% (fifty one percent) of the total equity share capital of
the Sponsor and 51% (fifty one percent) of the share capital of the Sponsor (on a Fully
Diluted Basis), and (ii) Management Control of Sponsor including the ability to appoint
majority of the Directors on the Board of Sponsor and to direct the management/policy
decisions and the power to manage the day-to-day operations of Sponsor;
(c) it shall, subject to the pledge of the Pledged Securities, retain at all times until the Final
Settlement Date, directly or indirectly, (i) 51% (fifty one percent) of the total equity
share capital of VGNEPL and 51% (fifty one percent) of the share capital of VGNEPL
(on a Fully Diluted Basis); and (ii) Management Control of VGNEPL including the
ability to appoint majority of the Directors on the Board of VGNEPL and to direct the
management/policy decisions and the power to manage the day-to-day operations of
VGNEPL.
(d) it shall obtain the requisite authorisations to undertake its obligations under the
Debenture Documents to which it is a party and shall exercise its voting rights,
if any, in its capacity as the holder of the any securities issued by the Issuer
which are held by the Promoter from time to time, to ensure passing of all such
requisite corporate approvals by the Issuer as may be required in relation to the
Debenture Documents by the Issuer, including but not limited to give effect to
the actions proposed to be taken by the Debenture Holders / Debenture Trustee
under the regulations/ circulars passed by the various regulatory authorities and/
or statutory bodies from time to time including RBI;
(e) it shall provide the Debenture Trustee the right to convert the CCDs and NCDs issued
to the Promoter or Affiliate Debt provided by the Promoter into equity shares of the
Issuer in accordance with Applicable Law on the occurrence of an Event of Default
(which has not been waived); and
(f) it shall create the Security required to be created by them as per the Deed and within
the timelines mentioned therein.

(ii) The Issuer hereby agrees that, and shall procure an undertaking on or before the Deemed Date
of Allotment from each of the Other Entities, the Sponsor, VGNEPL and the Promoter, in a
form satisfactory to the Debenture Trustee, wherein each of the Issuer, the Other Entities, the
Sponsor, VGNEPL and the Promoter undertake and agree that,: (A) any debt, inter-corporate
deposits or any other funding availed by the Issuer from the Promoter, VGNEPL, the Sponsor
or their Affiliates or any Other Entity (“Affiliate Debt”) shall at all times until the Final
Settlement Date, remain subordinated to the Debentures; (B) no coupon/interest or
redemption/principal repayment or payment in respect of the Affiliate shall be permitted unless
such coupon/interest or redemption/principal repayment on the Affiliate Debt is made as a
Restricted Payment upon compliance with the Restricted Payments Conditions and the
conditions mentioned in the Deed. It is clarified that the Issuer may make Restricted Payments
only upon compliance with all the Restricted Payment Conditions, as certified by the Issuer and
an independent chartered accountant, and as confirmed by the Debenture Trustee to the Account
Bank in accordance with the terms of the Trust and Retention Account Agreement.
Notwithstanding the foregoing the Issuer may utilise Excess Amounts for making payments to
the Sponsor or the Promoter without complying with Restricted Payment Conditions, provided
however that no Potential Event of Default or Event of Default has occurred which is
continuing. For the avoidance of doubt it is clarified that this sub-section does not in any manner
entitle the Promoter, the Sponsor or any Affiliate to demand of the Issuer for payments out of
the said Excess Amounts; (C) no Security Interest shall be created upon, or with respect to, the
Affiliate Debt without the prior written consent of the Debenture Holders or the Debenture
Trustee acting for and behalf of the Debenture Holders; (D) any assignment or transfer of

P a g e | 122
 Affiliate Debt to any third party (not being Promoter, VGNEPL, the Sponsor or their Affiliates
or any Other Entity) shall require prior written consent of Majority Debenture Holders. Upon
any Group Issuer making a request for such transfer (“Affiliate Debt Notice”), and if consent
of the respective Group Issuer Majority Debenture Holders is not obtained, or in the event no
response is received from the respective Group Issuer Majority Debenture Holders within 30
(thirty) days from the date of the Affiliate Debt Notice, then all the Group Issuers shall have
the right to repay all Group Issuer Debenture Holders at par the outstanding principal amounts
of all Group Issuer Debentures along with all the other Group Issuer Amounts Due including
the accrued Group Issuer Coupon on the Group Issuer Debentures within 90 (ninety) days from
the date of Affiliate Debt Notice. It is clarified that if any one Group Issuer chooses to exercise
its right to prepay, all the other Group Issuers shall be bound to prepay their respective Group
Issuer Debentures and Group Issuer Amounts Due; (E) the Person which has infused/provided
the Affiliate Debt shall have no right to call an event of default, howsoever classified, under
any documents relating to the Affiliate Debt and shall waive off all its rights under such
documents to declare an event of default or demand payments or take any actions against the
Issuer; (F) the Person which has infused/provided the Affiliate Debt shall not take any steps
available against any Group Issuer including but not limited to the right to recall any of its
Affiliate Debt under any documents relating to the Affiliate Debt or under any Law including
the Insolvency Code or any other equivalent Law, and it shall not file or initiate any recovery
suit, insolvency proceedings, liquidation proceedings, resolution process or any other similar
process, against any Group Issuer; (G) all Affiliate Debt shall be without recourse to any Group
Issuer, the Group Issuer Project, or the Group Issuer Debenture Trustee or the Group Issuer
Debenture Holders.
(iii) The Issuer hereby acknowledges and agrees that any fund infusion towards future capex/
expense other than approved as per the Debenture Documents shall at all times be subordinated
to the Debentures in all respects and shall be without any recourse to the Secured Property or
the Issuer.
(iv) The Issuer agrees to procure an undertaking from the Sponsor on or before the Deemed Date of
Allotment, in a form satisfactory to the Debenture Trustee, wherein the Sponsor shall inter alia
undertake and agree to the following:
(a) it shall, subject to the pledge of the Pledged Securities and unless otherwise consented
to by the Debenture Trustee pursuant to the Deed, retain at all times until the Final
Settlement Date (directly or indirectly): (i) the entire shareholding of the Issuer; and
(ii) Management Control of the Issuer including the ability to appoint majority of the
Directors on the Board and to direct the management/policy decisions and the power
to manage the day-to-day operations of the Issuer;
(b) subject to the pledge of the Pledged Securities, retain at all times until the Final
Settlement Date, directly, (i) 51% (fifty one percent) of the total equity share capital of
the VGNEPL and 51% (fifty one percent) of the share capital of VGNEPL (on a Fully
Diluted Basis); and (ii) Management Control of VGNEPL including the ability to
appoint majority of the Directors on the Board of VGNEPL and to direct the
management/policy decisions and the power to manage the day-to-day operations of
VGNEPL
(c) it shall pass all necessary resolutions required by it to undertake its obligations under
the Debenture Documents to which it is a party and ensure passing of all such requisite
corporate approvals (including shareholder’s resolutions) as may be required in relation
to the Debenture Documents by the Issuer, including but not limited to give effect to
the actions proposed to be taken by the Debenture Holders / Debenture Trustee under
the regulations/ circulars passed by the various regulatory authorities and/ or statutory
bodies from time to time;

(v) The Issuer agrees to procure an undertaking from VGNEPL on or before the Deemed Date of
Allotment, in a form satisfactory to the Debenture Trustee, wherein the VGNEPL shall inter
alia undertake and agree to the following:

P a g e | 123
 (a) it shall, subject to the pledge of the Pledged Securities and unless otherwise consented
to by the Debenture Trustee pursuant to the terms of the Deed, retain at all times until
the Final Settlement Date directly (i) Shares equivalent to 51% (fifty one percent) of
the total equity share capital of the Issuer; and (ii) Management Control of the Issuer
including the ability to appoint majority of the Directors on the Board and to direct the
management/policy decisions and the power to manage the day-to-day operations of
the Issuer.
(b) it shall pass all necessary resolutions required by it to undertake its obligations under
the Debenture Documents to which it is a party and ensure passing of all such requisite
corporate approvals (including shareholder’s resolutions) as may be required in relation
to the Debenture Documents by the Issuer, including but not limited to give effect to
the actions proposed to be taken by the Debenture Holders / Debenture Trustee under
the regulations/ circulars passed by the various regulatory authorities and/ or statutory
bodies from time to time;
(c) it shall provide the Debenture Trustee the right to convert the CCDs and NCDs issued
to VGNEPL or Affiliate Debt provided by VGNEPL into equity shares of the Issuer in
accordance with Applicable Law on the occurrence of an Event of Default; and
(d) it shall create the Security required to be created by them as per the Deed and within
the timelines mentioned therein.

19. Trust and Retention Account

(a) The Issuer shall, within 10 (ten) days from the Deemed Date of Allotment enter into
the Trust and Retention Account Agreement and open and establish Accounts, to the
satisfaction of the Debenture Trustee. The Issuer shall, on and from the date when the
first deposit from the Procurer is received in the Trust and Retention Account (“PPA
Deposit Date”) and until the Final Settlement Date, cause the deposit of all its cash
flows (from whatever source) and the Project Proceeds, except in case of Taxes and
statutory dues refunds received from any Government Authority or any ‘prior period
adjustments’ received with respect to revenue, Taxes or Insurance Proceeds, into the
Accounts for application in accordance with the waterfall mechanism and the other
terms of the Trust and Retention Account Agreement, including by depositing any
payment received by it through cheques. The Issuer shall on and from the Existing TRA
Close Date and until the Final Settlement Date, cause the deposit of all its cash flows
(from whatever source) and the Project Proceeds into the Accounts for application in
accordance with the waterfall mechanism and the other terms of the Trust and Retention
Account Agreement, including by depositing any payment received by it through
cheques.

The Issuer shall utilize funds in accordance with the following priority, in the manner
and as further detailed in the Trust and Retention Account Agreement (unless otherwise
stated in the Trust and Retention Account Agreement): firstly, payment of Taxes and
statutory dues, secondly, payment of O&M expenses, thirdly towards debt servicing
under the Debenture Documents; fourthly under towards maintenance or reserves
stipulated to be maintained pursuant to the terms of the Debenture Documents and such
other purposes and order of priority as detailed in the Trust and Retention Account
Agreement All fees, charges, costs and expenses in relation to the establishment and
operation of the Account Bank shall be borne solely by the Issuer.

(b) The Issuer hereby confirms that as on the date hereof, there are no bank accounts
other the Existing TRA Account and Permitted Accounts, and hereby agrees and
undertakes that the Issuer shall not open any other new bank accounts except the
Trust and Retention Account, without prior consent of the Debenture Trustee. The
Issuer undertakes to keep the Permitted Accounts as zero balance accounts until
the closure thereof. The Issuer shall, on or prior to the Existing TRA Close Date,

P a g e | 124
 provide a confirmation to the Debenture Trustee regarding the closure of all bank
accounts of the Issuer, (including the Existing TRA Accounts and the Permitted
Accounts), except the Trust and Retention Account.

(c) The Issuer agrees that it shall provide evidence, within 3 (three) Business Days from
the date of establishment and activation of the Trust and Retention Account, that it has
issued a standing irrevocable instructions to each of the banks with which the Existing
TRA Account and the Permitted Account, respectively, has been opened for automatic
daily transfer of funds from the Existing TRA Account (including any sub-accounts
thereunder) and the Permitted Accounts into the Trust and Retention Account. The
Issuer agrees that any withdrawal of monies from the Existing TRA Account or the
Permitted Account except to the Trust and Retention Account shall be permitted only
with prior approval of the Debenture Trustee, and the Issuer shall provide evidence,
within 3 (three) Business Days from the date of establishment and activation of the
Trust and Retention Account, of acknowledgement of the same from the banks with
which the Existing TRA Account and the Permitted Accounts, respectively, have been
opened. The foregoing is without prejudice to the generality of the obligaton of the
Issuer to ensure that the Permitted Accounts are at all times maintained as zero
balance accounts until the closure thereof.

20. Management

The Issuer shall make suitable arrangements for operation and maintenance of the Project
during the implementation and operation of the Project, to the satisfaction of the Debenture
Trustee including inter alia taking the following actions: the Issuer shall have in place suitable
O&M arrangements, to the satisfaction of the Debenture Trustee, prior to the Deemed Date of
Allotment, and shall ensure that the such arrangements remains in full force and effect and
maintained on or prior to expiry on terms satisfactory to the Debenture Trustee, at all times
until the Final Settlement Date.

21. Power Evacuation Arrangements

The Issuer shall, at all times until the Final Settlement Date continue to have, power evacuation
arrangements for the Project (including availability of sufficient transmission infrastructure).

22. Revised Stressed Assets Framework

The Issuer acknowledges and confirms that the Debenture Holders shall at all times have an
unqualified right, to take all such actions as may be required under or in terms of the Resolution
of Stressed Assets – Revised Framework issued by the Reserve Bank of India on June 7, 2019
(“Revised Stressed Assets Framework”) or any other Law, as amended, modified,
supplemented, replaced, substituted and updated from time to time by any rules, regulations,
notifications, circulars, press notes or orders by the RBI in this regard or any other Government
Authority in this regard, in accordance with the provisions of the Laws. The Issuer hereby
absolutely, unconditionally and irrevocably agrees, undertakes and confirms that it shall take
all necessary actions (including but not limited to passing to necessary board/shareholder
resolution, executing agreements) in order ensure implementation of any action required to be
taken by the Debenture Holders under the Revised Stressed Assets Framework including the
successful implementation of resolution plan, if any, formulated by the Debenture Holders
under the Revised Stressed Assets Framework.

23. The Company shall as required by Section 88 of the Act, keep at its registered office/corporate
office a Register of the Debenture Holder(s) holding Debentures, in physical form in the format
prescribed under Law. The Company agrees that the Debenture Trustee and/or the Debenture
Holder(s) or any of them or any other person shall, as provided in Section 94 of the Act, be entitled

P a g e | 125
 to inspect the said Register and to take copies of or extracts from the same or any part thereof during
usual business hours. The Register may be closed by the Company at such time and for such periods
as it may think fit in accordance with the provisions of the Act after giving not less than 7 days’
previous notice or such extended notice as prescribed under Applicable Law by advertisement in
some newspaper circulating in the district in which the Company’s registered office is situate. No
transfer will be registered during such period when the register of Debenture Holder(s) remains
closed.

24. The Company shall request the Depository to provide a list of Beneficial Owner(s) showing (a) the
name and address and the occupation, if any, of each Debenture Holder, (b) the amount of the
Debentures held by each Debenture Holder distinguishing each Debenture by its number and the
amount paid or agreed to be considered as paid on those Debentures, (c) the date on which each
person was entered in the list as a Debenture Holder, (d) the date on which any person ceased to be
a Debenture Holder, and (e) the subsequent transfers and changes of ownership thereof, as at the
end of day 1 day prior to the start of the book closure period or at the Record Date, as the case may
be. This shall be the list which shall be considered for payment of interest and Redemption of
Debentures.

25. So long as the Debenture Holder(s) continue to hold the Debentures, the Company agrees and
undertakes to comply with all Applicable Laws including the Companies Act, 2013, all provisions
of applicable SEBI regulations including SEBI (Debenture Trustee) Regulations, 1993 (as amended
from time to time), SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (as amended
from time to time), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as
amended from time to time), the debt listing agreement entered into with the stock exchanges
(where the Debentures are listed/ proposed to be listed). The Debenture Trust Deed is also subject
to such guidelines as may be issued by SEBI, Government of India, such other statutory or
regulatory authorities from time to time.

26. In the event of Foreign Account Tax Compliance Act (“FATCA”) being applicable, the Company
hereby declares that the Company is in compliance with the provisions of FATCA and the Company
hereby undertakes to ensure the compliance of the provisions of the FATCA at all times until the
Final Settlement Date. The Company agrees to provide the respective authorities with any
documentation or information requested relating to self or beneficiary or related Tax entity to the
extent required by the Debenture Trustee for meeting its compliances. The Company agrees that it
will provide a copy of the documents provided to the Tax authorities to the Debenture Trustee for
its records. Further, the Company shall indemnify and hold harmless the Debenture Trustee for any
penal consequence arising due to non-compliance of the aforesaid provision by the Company.

27. The Company shall transfer unclaimed interest/dividend to “Investor Education and Protection
Fund” as per Section 125 of the Companies Act 2013, if applicable, and shall not forfeit unclaimed
interest/dividend.

28. The Company shall maintain a reserve to be called the “Debenture Redemption Reserve” or
maintain a fund to be called the “Debenture Redemption Fund” as per the provisions of Act read
with rules made thereunder or any regulations or guidelines issued by SEBI, as applicable. The
Company shall submit to the Trustee a certificate duly certified by the statutory auditors certifying
that the Company has transferred suitable sum to the Debenture Redemption Reserve and/or the
Debenture Redemption Deposit/Fund at the end of each of financial year as per the Applicable Law.

29. The Company shall create and maintain a reserve to be called the “Recovery Expense Fund” as per
the provisions of and in the manner provided in the SEBI (Debenture Trustee) Amendment
Regulations, 2020, the SEBI REF Circular and any guidelines and regulations issued by SEBI, as
applicable. The Recovery Expense Fund shall be created to enable the Debenture Trustee to take
prompt action in relation to the enforcement of the Security in accordance with the Debenture
Documents. The Company shall submit to the Trustee certificate duly certified by the statutory

P a g e | 126
 auditors/independent chartered accountant/letter from designated stock exchange certifying
creation and the form of such Recovery Expense Fund by the Company prior to the opening of the
issue. The balance in the Recovery Expense Fund shall be refunded to the Company on repayment
of Amounts Due to the Debenture Holders for which a ‘No Objection Certificate (NOC)’ shall be
issued by the Debenture Trustee(s) to the designated stock exchange. The Debenture Trustee(s)
shall satisfy that there is no ‘default’ on any other listed debt securities of the Company before
issuing the said NOC.

30. The Company hereby agrees and undertakes that, if during the currency of these presents, any
further guidelines are formulated (or modified or revised) by any Governmental Authority in respect
of creation of Debenture Redemption Reserve and investment of the monies lying therein and/or
Recovery Expense Fund, the Company shall duly abide by such guidelines and execute all such
supplemental letters, agreements and deeds of modifications as may be required by the Debenture
Holder(s)/ Beneficial Owner(s) or the Trustee.

31. The Company shall take all steps for completion of the formalities for listing and commencement
of trading at all the concerned stock exchange(s) in respect of the Debentures.

32. The Company shall ensure, and/or cause the Registrar to the Issue and share transfer agent to
forward the details of Debenture Holder(s) to the Debenture Trustee at the time of allotment and
thereafter by the seventh working day of every next month in order to enable Debenture Trustee to
keep its records updated and to communicate effectively with the Debenture Holders, especially in
situations where Events of Default have occurred.

33. The Company shall pay all such stamp duty as applicable on the Debentures and execution of the
Debenture Trust Deed and shall pay all such stamp duty (including any additional stamp duty, if
any), other duties, Taxes, charges and penalties, if and when the Company may be required to pay
according to the laws for the time being in force in the State in which its properties are situated or
otherwise, and in the event of the Company failing to pay such stamp duty, other duties, Taxes and
penalties as aforesaid, the Trustee will be at liberty (but shall not be bound) to pay the same and the
Company shall reimburse the same to the Trustee on demand.

34. The Company agrees and undertakes to constitute a stakeholders’ relationship committee, if
required under and in terms of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015), to look into the mechanism of redressal of grievances of the Debenture Holders.

35. The Company hereby agrees, confirms and undertakes that in the event the Company has failed to
make a timely repayment/payment of the Obligations or to create a charge on the Secured Assets
or there is a revision of rating assigned to the Debentures, the Debenture Trustee shall, be entitled
to disclose the information to the Debenture Holder(s) and the general public by issuing a press
release, placing the same on their websites and with the credit rating agencies.

36. The Company agrees to maintain a functional website containing correct and updated information
as required by SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and other
Applicable Laws.

Part – B - Information Covenants

The Issuer shall furnish to the Debenture Trustee and the Debenture Holders the following reports,
statements and information and such other reports and information as the Debenture Trustee and the
Debenture Holders may require at any time or from time to time, including the latest company profile

P a g e | 127
and any other information as may be required by the Debenture Trustee for the effective discharge of
its duties and obligations and in relation to the credit assessment of the Obligors.

1. Annual Audited Financial Statements

(a) As soon as available and in any event within: (i) 180 (one hundred and eighty) days
after the end of each Financial Year (subject to shorter time prescribed under Laws),
the Issuer shall furnish to the Debenture Trustee, a copy of the printed audited financial
statements, on a standalone basis, signed by the Auditor (including audited profit and
loss account, balance sheet and annual report, if applicable) as at the end of such year.
Such financial statements should be accompanied by an Auditor’s report that they
present a true and fair view of the financial condition and results of operations of the
Issuer for such Fiscal Year in accordance with the Ind-AS consistently applied and
Applicable Laws. Any deviations from the accounting policies and principals from the
previous year should be quantified by the Auditor and notified to the Debenture
Trustee. The Issuer shall also furnish to the Debenture Trustee such other financial
information as the Debenture Trustee may require, setting forth in each case in
comparative form the corresponding figures for the preceding Fiscal Year.
(b) As soon as available and in any event within: (i) 180 (one hundred and eighty) days
after the end of each Financial Year (subject to shorter time prescribed under Laws),
the Issuer shall cause to furnish to the Debenture Trustee, a copy of the printed audited
financial statements of each other Group Issuer, on a standalone basis, signed by the
statutory auditor of such Group Issuer (including audited profit and loss account,
balance sheet and annual report, if applicable) as at the end of such year. Such financial
statements should be accompanied by an statutory auditor’s report that they present a
true and fair view of the financial condition and results of operations of such Group
Issuer for such Fiscal Year in accordance with the Ind-AS consistently applied and
Applicable Laws. Any deviations from the accounting policies and principals from the
previous year should be quantified by the statutory auditor of the Group Issuer and
notified to the Debenture Trustee. The Issuer shall also cause to furnish to the
Debenture Trustee such other financial information as the Debenture Trustee may
require, setting forth in each case in comparative form the corresponding figures for
the preceding Fiscal Year.

(c) As soon as available and in any event within (i) within 45 (forty five) days of the end
of each Quarter, the Issuer shall furnish to the Debenture Trustee the unaudited
accounts prepared on a standalone and consolidated basis, for each such Quarter.

(d) As soon as available and in any event within (i) within 45 (forty five) days of the end
of each Quarter, the Issuer shall cause to furnish to the Debenture Trustee the unaudited
accounts of each other Group Issuer prepared on a standalone and consolidated basis,
for each such Quarter.

2. Notice of Proceedings

The Issuer shall, promptly but in any case within 5 (five) Business Days of the receipt thereof,
furnish to the Debenture Trustee notice of all claims or proceedings (including any legal notice,
application for insolvency, winding up or any statutory notice of insolvency, winding up under
the provisions of the Companies Act or an application filed by any Obligor, financial creditor
(as defined under the Insolvency Act) or operational creditor (as defined under the Insolvency
Act) pursuant to the Insolvency Act) before any Government Authority, arbitral tribunal or
other body against or affecting the Issuer or any other Obligor or the rights or remedies of the
Secured Parties under any Debenture Documents. The Debenture Holders and the Debenture

P a g e | 128
 Trustee shall be entitled, at the cost of the Issuer, to have any such claims or proceedings
reviewed by legal counsels of their choice.

3. Insurance Policies

The Issuer shall submit to the Debenture Trustee the following documents and information:
(a) promptly but in any event on or prior to 5 (five) days from the Deemed Date of
Allotment, a certified true copy of all Insurance Contracts taken by the Issuer;
(b) promptly but in any event with 5 (five) days after the Issuer becomes aware of the same,
a notice concerning any change to any coverage, premium or other material aspect of
any insurance contract in relation to the Secured Property (which is of an insurable
nature), together with a report from the Issuer’s insurers relating to such change;
(c) promptly after receipt thereof and in any event, within 14 (fourteen) days after any new
insurance policy is issued in relation to the Secured Property (which is of an insurable
nature), whether to the Issuer or to any other Person, the Issuer shall deliver to the
Debenture Trustee a copy of such insurance policy.
(d) in case of renewal of an insurance contract before the date of expiry of the current
policy, the Issuer shall deliver to the Debenture Trustee a copy of such policy certified
as true and correct by the insurer, pending the delivery of the original insurance policy
as stated in sub-section (b) above; and
(e) within 60 (sixty) days after the close of each Fiscal Year, a certificate, satisfactory to
the Debenture Trustee, of an authorised officer of the Issuer confirming (i) that all
insurance policies in respect of the Secured Property (which is of an insurable nature)
are in full force and effect as of the date thereof, (ii) the names of the insurers for each
policy and the respective beneficiaries/loss payees and additional insured, (iii) the
special features, property and risk coverage (including exclusions), amounts and
expiration dates of such policies, (iv) any change in terms and conditions from the
policy's issuance date or last renewal; and (v) the details of the payments of the relevant
premia.

4. Generation Data

The Issuer shall provide to the Debenture Trustee, on a quarterly basis within 45 (forty five)
days of the end of each Quarter, a progress report providing for details of operational
performance (including Project wise data for actual generation, billing, collection, machine
availability and grid availability) of the Project in a form and manner satisfactory to the
Debenture Trustee.

5. Annual Budget

(a) (i) The operating budget shall have been prepared by the Issuer and the Issuer
shall ensure that it is agreed and delivered to the Debenture Trustee (for approval
by the Debenture Trustee) by such time as is agreed in the Deed (including month
wise budgeted statements of uses of cash, the “Annual Budget”). Thereafter the
Annual Budget should be prepared for each subsequent Fiscal Year and submitted
to the Debenture Trustee (for approval) at least by March 15th prior to the
commencement of the Fiscal Year for which Annual Budget has been prepared.
The Annual Budget shall be accompanied by a statement of an Authorized Officer
of the Issuer to the effect that, the budget is a reasonable estimate for the period
covered thereby. Each Annual Budget shall contain fair and accurate estimates of
revenues of the Issuer, operation and maintenance costs for each calendar month
covered by such Annual Budget based on all facts and circumstances then existing
and known to the Issuer and which reflect the Issuer’s best estimate of its future
results. Each Annual Budget shall be prepared in good faith on the basis of written
assumptions stated therein which the Issuer believes to be reasonable as to all

P a g e | 129
 factual and legal matters material to such estimates.
(ii) Unless otherwise consented to by the Debenture Trustee, the Annual Budget
from year to year shall be based on the same format and be maintained on the same
basis and shall provide sufficient detail to permit a meaningful comparison to
previous years.
(b) The Annual Budget shall be prepared in line with the Financing Base Case. Any
variation from the Annual Budget in the Financing Base Case shall be made with
the approval of the Debenture Trustee. Further, until the Annual Budget for any
Fiscal Year is submitted, the Issuer shall adhere to the Financing Base Case.

6. Other Notices

The Issuer shall notify and/or provide the Debenture Trustee, promptly, and in any event not
later than 2 (two) Business Days (unless a shorter time period is stated hereunder), upon the
Issuer obtaining knowledge thereof or upon such knowledge becoming available, as the case
may be, of the events set out below:
(a) any proposed or actual expropriation, nationalization or analogous event in respect of
the Issuer in any jurisdiction or any proposal by any Governmental Authority to effect
any nationalisation or any related action affecting the Issuer under the Applicable
Laws;
(b) any dispute between the Issuer and any of its shareholders or any Governmental
Authority in relation to or affecting the Project or any Debenture Document;
(c) any Event of Default (save and except default on Coupon / Redemption Instalment,
which shall be informed immediately) or Potential Event of Default, describing the
same in reasonable detail (including nature and period of existence) and what action
the Issuer has taken, is taking or proposes to take to cure and mitigate the impact of
such Event of Default or Potential Event of Default;
(d) any change in the Authorised Officers or directors of the Issuer, giving specimen
signatures of such new Authorised Officers or directors so appointed;
(e) any appointment of a receiver, liquidator or similar office in respect of the assets of the
Issuer;
(f) any notice from any tax authority in respect of any claim, proceeding or hearing or any
tax assessment or liability;
(g) any receipt, revocation, denial, suspension, variation or amendment of any
Authorization obtained in relation to the Debenture Documents;
(h) an event, circumstance or condition that could be expected to have a Material Adverse
Effect;
(i) any circumstances adversely affecting the financial position of the Company, including
any action taken by any creditor against the said companies legally or otherwise;
(j) when any of the Secured Property become subject to or are likely to be subjected to
any Security Interest, whether by acts or omissions of the Issuer or any other party or
by operation of law, or if any Security Interest becomes or is likely to become
enforceable over any Secured Property;
(k) any event of Force Majeure;
(l) any event that may lead to a change in the constitution of the Board, or any change in
the shareholding or the management control of the Issuer;
(m) any event which may adversely affect, the Financing Base Case, along with a statement
from the Authorised Officer of the Issuer as to the explanations and remedial steps
proposed to be taken to mitigate the effects of such an event;
(n) any change proposed in the nature or scope of the Project, or any change in nature
and conduct of business by the Company before such change;
(o) any disclosures made to the stock exchange under Applicable Laws (including in terms
of the SEBI LODR Regulations or any other SEBI Regulations) which may have a
bearing on the Debentures;

P a g e | 130
 (p) any event (such as shut-downs, fires etc.), which may adversely affect the financial
position, profits, business, ownership, management or liquidity of the Issuer, along with
a statement from the Board as to the explanations and remedial steps proposed to be
taken to mitigate the effects of such an event;
(q) any event or circumstances that is likely to have an adverse substantial effect on the
profits and business of the Group Issuers (for instance, if, the monthly generation is
substantially less than what had been indicated) and any action/remedial steps taken or
proposed to be taken to cure such condition;
(r) any event which may have an adverse impact on the Security;
(s) any change in composition of its Board of Directors, which may amount to change in
control as defined in SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011.
In addition to the above, the Issuer agrees that it shall furnish to the Debenture Trustee such
information and data as may be required by it.

7. Information Utilities

The Issuer hereby provides specific consent to the Debenture Trustee and the Debenture
Holders for disclosing/submitting the ‘financial information’ as defined in section 3 (13) of the
Bankruptcy Code (“Financial Information”), in respect of the Debentures, from time to time,
to any Information Utility, in accordance with the relevant rules/regulations framed for the same
and hereby specifically agrees to promptly authenticate the Financial Information submitted by
the Debenture Trustee and the Debenture Holders, as and when requested by the concerned
Information Utility.

The Issuer shall bear all the cost and expenses incurred by the Debenture Trustee and the
Debenture Holders either directly or indirectly towards sharing of all information relating to
financial assistance availed from the Debenture Holders by the Issuer including but not limited
to nature and amount of debt with Information Utilities in a manner as may be required under
the Insolvency Code and update the information from time to time. The Issuer hereby agrees
and undertakes that as and when required by the Debenture Trustee or the Debenture Holders,
it shall seek and submit reports/ information from the Information Utilities.

8. The Issuer shall furnish such information, statements, reports, certificates and confirmations,
and in such manner as is required under Applicable Laws (including bye-laws, rules,
guidelines) to the Debenture Trustee, the Stock Exchange, the Credit Rating Agency, the
Depository or any other Governmental Authority, as may be required of the Issuer, from time
to time, including the following:
a) The Issuer shall furnish to the Debenture Trustee such information, statements, reports,
certificates and confirmations as may be deemed necessary by the Debenture Trustee in
order to enable the Debenture Trustee to comply with the provisions of Regulation 15 of
the Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993 and
other Laws, and in performance of the Debenture Trustee’s duties in accordance therewith
to the extent applicable to the Debentures.

b) The Issuer shall file with the Stock Exchange for dissemination all such information, and
in such form and manner as may be required under Applicable Laws, as may be required
by the Stock Exchange pursuant to Laws, including SEBI Regulations and bye-laws, rules,
procedure and guidelines prescribed by the Stock Exchange.

9. The Company shall submit to the Debenture Trustee, the Stock Exchanges, the Board and the
Debenture Holders correct and adequate information (in the manner and format as requested by
them or as required by Applicable Laws) in accordance with procedures specified in the
Debenture Documents, SEBI Regulations, Act, circulars, directives and/or any other Applicable
Laws, and within the time lines stated in the Debenture Documents, or under SEBI Regulations,

P a g e | 131
 Act, circulars, directives and/or any other Applicable Laws, whichever is shorter.

10. The Company shall submit the following information as required vide RBI circular No.
DBOD.No.BP.BC.94/08.12.001/2008-09 dated December 8, 2008 (as may be amended,
modified, supplemented from time to time): (i) under Annexure I of the abovementioned
circular; (ii) exchange of information with other lenders as required under Annexure II of the
abovementioned circular; and (iii) submit a certificate from a company secretary / chartered
accountant, regarding compliance of various statutory prescriptions that are in vogue, as per
specimen given in Annexure III of the abovementioned circular.

Part – C – Negative Covenants

The Issuer undertakes, covenants and agrees that, on or from the date hereof until the Final Settlement
Date, the Issuer shall comply with the following:

1. Reorganisation, diversification, investments, disposals etc.

The Issuer shall not except with the prior written approval of the Debenture Trustee:
(a) take and/or agree to take or consent to any action or permit or formulate or participate
in any scheme of merger, demerger, reconstruction, reorganization, takeover,
amalgamation, compromise or similar arrangements. Any such act if proposed to be
undertaken may be undertaken only on such terms as are approved by an extraordinary
resolution duly passed at the meeting of the Debenture Holders which secures a vote
of the Debenture Holders holding an aggregate amount representing not less than two-
thirds in value of the aggregate principal amount of all Debentures outstanding;
(b) sell, lease, transfer or otherwise dispose of (in one or a series of related transactions
and whether voluntary or involuntary) any of its assets or properties (unless if such
disposal is in the normal course of business of the Issuer, and the value of such assets,
in the aggregate do not exceed Rs. 1,00,00,000 (Rupees One Crore) per Fiscal Year
(“Permitted Disposal”));
(c) create, incur, assume or suffer to exist any Security Interest on or in respect of any of
the Secured Property, except Permitted Security Interest, except with the prior approval
of Debenture Holders holding an aggregate amount representing not less than 75%
(seventy five percent) of the value of the aggregate principal amount of all Debentures
outstanding from time to time. For the avoidance of doubt it is clarified that the Issuer
is not permitted to furnish security in favour / for the benefit of the Persons issuing
DSRA BGs;
(d) incur operating costs and replacement capex in excess of 10 % (ten per cent) of the
O&M cost as envisaged in the Annual Budget. It is however clarified that the Issuer
may utilize any monies lying in the Distribution Account towards incurring operating
costs and replacement capex even if the same is in excess of 10 % (ten per cent) of the
O&M cost as envisaged in the Annual Budget;
(e) use the proceeds obtained from issuance of Debentures for (i) subscription to or
purchase of shares/debentures and investment in real estate, (ii) acquisition of any
immovable property, (iii) any capital market transaction, (iv) any speculative purposes;
or (v) any other purpose which is not eligible for bank credit as per the guidelines issued
by RBI;
(f) change the nature of its business;
(g) change its Fiscal Year or change the accounting method or policies followed by it,
unless such change is required pursuant to change in Law;
(h) purchase or otherwise acquire all or part of the assets of any Person or any class of
shares or debentures or other securities or partnership interest or similar interest of any
Person;
(i) amend the approved Financing Base Case or Annual Budget;

P a g e | 132
 (j) effect any change in the shareholding structure of the Issuer or the capital structure of
the Issuer or group structure or effect any buyback of its Shares, other than as permitted
in the Deed;
(k) make any investment or transfer funds by way of deposits, loans, bonds, share capital,
or in any other form, other than (i) Permitted Investments, (ii) as permitted as Purpose
and (iii) as permitted under the Deed;
(l) engage in any business other than the Project or undertake any modification to the
Project or undertake any expansion, augmentation, diversification or modernization of
the Project or undertake any new project;
(m) undertake guarantee obligations on behalf of any person or issue any guarantee or letter
of credit or provide any security or undertake any financial obligation for any other
person (except as required under and in accordance with the Project Documents or the
Shortfall Guarantees);
(n) set up any subsidiaries,
(o) carry out any modification, amendments or alterations to the Constitutional
Documents;
(p) carry out a revaluation of its assets;
(q) enter into any transaction other than on arm’s length basis; and
(r) create any escrow or other similar arrangements over any of its receivables for the
benefit of any Person other than as required under Trust and Retention Account
Agreement or as permitted in respect of Existing TRA Account.
(s) make any material modification to the structure of the Debentures in terms of Coupon,
conversion, Redemption, or otherwise without the prior approval of the Stock
Exchange and such prior approval of the Stock Exchange would be obtained only after:
(a) approval of the Board and the Debenture Trustee; and (b) complying with the
provisions of Companies Act, 2013 including approval of the requisite majority of
Debenture Holders as required under the terms of the Debenture Documents. Further,
any proposal of restructuring received by Debenture Trustee shall be communicated to
Debenture Holder(s) immediately.

2. Restricted Payments

(a) The Issuer may make Restricted Payments only upon compliance with all the Restricted
Payment Conditions, as certified by the Issuer and an independent chartered
accountant, and as confirmed by the Debenture Trustee to the Account Bank in
accordance with the terms of the Trust and Retention Account Agreement.
(b) It is clarified that in the event any monies are paid by the Sponsor to the Issuer towards
repayment of outstanding loans availed by the Sponsor from the Issuer or towards
payment of interest/coupon on such loans (“Excess Amounts”), the Issuer may utilize
such Excess Amounts for making payments to the Sponsor or the Promoter without
complying with Restricted Payment Conditions, provided however that no Potential
Event of Default or Event of Default has occurred which is continuing. For the
avoidance of doubt it is clarified that this sub-section does not in any manner entitle
the Promoter, the Sponsor or any Affiliate to demand of the Issuer for payments out of
the said Excess Amounts.

(c) The Issuer may utilise Prior Period Monies towards: (i) placing intercorporate deposits
with, or providing loans to, the Sponsor and/or (ii) payment of coupon/interest accrued
on loans made available by the Sponsor and/or Promoter and/or (iii) refinancing
unsecured debt including loans as made available by Sponsor, and in each case the
utisliation of Prior Period Monies will not be subject to testing and compliance of the

P a g e | 133
 Restricted Payment Conditions, provided however that no Potential Event of Default
or Event of Default has occurred which is continuing.
“Prior Period Monies” shall mean amounts lying as of March 31, 2021 as free cash
balances or as part of reserves in the Existing TRA Account, as on the date hereof, as
detailed in the table below.
Name of Group Free Cash Balance Reserves (DSRA / MMRA)
Issuer (in crores) (in INR) (in crores) (in INR)
YIPL 23.70 37.8
MSPGPL 15.63 12.74
RS2PL 15.19 14.36
SCL 9.96 14.26
PIL 2.75 1.01
CREL 5.35 0.98
Total 72.58 81.15

(d) Upon utilization/setting aside of proceeds raised from the issuance of Debentures
towards
(i) refinancing existing senior secured debt of the Issuer;
(ii) funding the Debenture Service Reserve Account;
(iii) various purposes in the normal course of business including and/or
augmentation of working capital in relation to the Project; and
(iv) meeting transaction related expenses including prepayment penalty payable
to existing lenders (if any),
each as permitted under the Purpose, the balance of the proceeds raised from the
issuance of Debentures may then be utilized by the Issuer towards
(A) providing of loans or inter-corporate deposits to the Sponsor and/or
(B) payment of coupon/interest accrued on loans made available by the Sponsor,
and/or
(C) refinancing unsecured debt including loans as made available by Sponsor,
each as permitted and to the extent permitted as Purpose, and such utilization of monies
as stated towards (A), (B) and/or (C) shall not be subject to testing and compliance of
the Restricted Payment Conditions.

(e) Upon furnishing of DSRA BG in lieu of maintaining Debt Service Reserve Amount in
the form of cash in accordance with this section, the monies so released from the Debt
Service Reserve Account pursuant to being replaced by DSRA BG, may be utilized by
the Issuer towards Restricted Payments without being subject to testing and compliance
of the Restricted Payment Conditions. For the avoidance of doubt it is clarified that
monies lying in the Debt Service Reserve Account can be released only once the
requisite DSRA BG has been furnished in accordance with the terms of the Deed.

(f) The Issuer shall not pay, prepay, repay, refund or redeem any amounts received from
any Obligor or their Affiliates or group companies, including in respect of any debt,
Preference Shares, share application money, CCDs, NCDs or financial support in any
other form, or pay any interest or dividends on any such amounts received from the
shareholders of the Issuer, until the Final Settlement Date, without the prior
written approval of the Debenture Trustee, except as permitted in sub-section
(a),(b), (c),(d) and (e) above or otherwise specifically permitted under the Deed.

P a g e | 134
 (g) Notwithstanding anything contained to the contrary herein, the Issuer agrees
that, and shall procure that, Group Issuers shall:
(I) on and from the Deemed Date of Allotment until the next date of testing
of Restricted Payment Conditions, retain actual net cash realized in each of
the Group Issuers from April 1, 2021 and until the Deemed Date of Allotment
(which is estimated to be Rs. 40,00,00,000 (Rupees Forty Crores)) in
aggregate for the Group Issuers. The Issuer shall furnish a certificate from an
independent chartered accountant in a form satisfactory to the Debenture
Trustee certifying the retention of the amounts as stated in this subsection, a
prior to utilising any Prior Period Monies as permitted in (b) above. These
monies can be utilized towards Restricted Payments only upon compliance
with Restricted Payment Conditions and terms of section (a) above.
(II) until the next date of testing of Restricted Payment Conditions, the Group Issuers
shall have furnished, within the timeline stated in the Deed, a fixed deposit from a
scheduled bank acceptable to the Debenture Trustee for an amount aggregating to
Rs. 13,00,00,000 (Rupees Thirteen Crores), for being set aside towards meeting
working capital requirements of the Group Issuers in connection with the Group
Issuer Projects. These monies can be utilized towards Restricted Payments only
upon compliance with Restricted Payment Conditions and terms of section (a)
above.
(III) on and from the Deemed Date of Allotment, earmark amount of Rs
25,00,00,000 (Rupees Twenty Five Crores) as funds earmarked towards capex
requirements of the Group Issuers. Such amounts shall remain earmarked until
capex is expended in full.
(IV) For avoidance of doubt, it is clarified that the Group Issuers have
procured that MSPGPL shall have furnished by the Deemed Date of
Allotment, a fixed deposit for an amount of Rs. 16 Crores which has been set
aside in MSPGPL against the ongoing arbitration proceedings which
MSPGPL is a party to. The said amounts shall not be utilized for any purpose
until arbitration award has been granted or arbitration is settled.

3. Security Interests

The Issuer shall not create, incur, assume or suffer to exist any Security Interest on or in respect
of any of the Secured Property, except Permitted Security Interest.

The Issuer shall not create, incur, assume or suffer to exist any Security Interest on or in respect
of, nor, (subject to Permitted Disposal), transfer, sell, lease, dispose of in any manner, nor
(subject to Permitted Disposal) permit to transfer, sell, lease, dispose of in any manner, any
assets of the Issuer in relation to the Project notwithstanding such assets do not constitute
Secured Property.

4. Rights of the Debenture Holders and the Debenture Trustee

The Issuer shall not do, cause or permit to be done anything which may in any way dilute,
diminish, jeopardize or otherwise prejudice the rights of the Debenture Holders and the
Debenture Trustee created hereunder or under any other Debenture Documents.

5. Financial Indebtedness

The Issuer shall not directly or indirectly enter into, contract, create, incur, assume or suffer to
exist any indebtedness, either secured or unsecured, except for Permitted Indebtedness. The

P a g e | 135
 Issuer shall not do, cause or permit to be done anything which may in any way dilute, diminish,
jeopardize or otherwise prejudice the Secured Parties’ rights created hereunder or under any
other Transaction Document.

6. Abandonment

The Issuer shall not Abandon or agree to Abandon the Project or agree to place it or any part of
it in the possession or control of any Person.

7. Financial Covenants

(a) For each Calculation Period the Issuer shall, at all times until the Final Settlement Date,
maintain the financial covenants at the base value as provided below (each of the following
together with respective base value, a “Financial Covenants”):

a) Group DSCR Not less than 1.2

b) Group PLCR Not less than 1.3

The Financial Covenant for each Calculation Period shall be tested on a semi-annual basis as
on the last date of such Calculation Period.

In case of the Calculation Period ending on September 30, such testing shall be done no later
than 60 (sixty) days from the completion of the relevant Calculation Period, based on limited
review financial statements (viz management accounts) of the Group Issuers for the trailing 12
months of the Calculation Period.

In case of the Calculation Period ending on March 31, such testing shall be done no later than
60 (sixty) days from the completion of the relevant Calculation Period, based on the annual
audited financial statements of the Group Issuers in respect of the Calculation Period.

The first testing of the Financial Covenants shall be done for the Calculation Period ending on
March 31, 2022. The Issuer shall deliver, and cause to be delivered in respect of each of the
other Group Issuers, a compliance certificate signed by an independent chartered accountant,
acceptable to the Debenture Trustee, in a form and manner satisfactory to the Debenture
Trustee, on or before 60 (sixty) days from the end of each Calculation Period stating whether
or not the Group Issuers are in compliance on an aggregate basis with the Financial Covenants
set out above and setting out, in reasonable details, the calculations in relation to the Financial
Covenants.

Definitions

For the purposes of the Financial Covenants the following shall be the definitions:

Group DSCR means, on any date, in respect of the Issuer, for any period, the ratio of (i) is to
(ii) below:

(i) the aggregate of (without double counting): (a) aggregate profit after tax for that period for
the Group Issuers; (b) Group Issuer VGF Proceeds received, if any by each Group Issuer under
the respective terms of the Group Issuer VGFSA (c) amortization / depreciation for such period
including other non-cash items; (d) deferred Tax; (e) interest (including Group Issuer Coupon)
and other charges (which form part of finance charges under the profit and loss account)
accrued/payable by Group Issuers during such period with respect to any debt incurred by
Group Issuer including Debentures; (f) add/(less): decrease/(increase) in receivables from off
takers of each Group Issuer; (g) less: (capex incurred from cashflows of the Group Issuers for

P a g e | 136
 that year less cash set aside for capex in the opening cash balance for the Calculation Period
after adjusting for Group Issuer Restricted Payments for the previous Calculation Period; (h)
less: interest payable by Obligors and/or their Affiliates on loan/debt taken by Obligors and/or
their Affiliates from such Group Issuer

(ii) the aggregate of an amount equal to the interest and other charges (which form part of
finance charges under the profit and loss account of such Group Issuers) accrued/payable during
such period, including Group Issuer Coupon and repayment instalments payable by Group
Issuers including Group Issuer Redemption Installments, during such period, both with respect
to any debt incurred by such Group Issuer(s), including Group Issuer Debentures. For
avoidance of doubt, any coupon or premium on quasi-equity instruments held by the Promoter
shall not be included herein.

Group PLCR or Group Project Life Cover Ratio means, EBITDA forecast (on an aggregate
basis) for the life of the Group Issuer PPA and any residual cash or cash equivalent at period N
present valued at the weighted average lifecycle cost of Senior Debt outstanding on the relevant
calculation date for each Calculation Period divided by the Senior Debt. The EBITDA forecast
for the purpose of the Group Project Life Cover Ratio will be based on P-90 CUF as forecast
in the most recent independent consultant report in respect of each Group Issuer.

EBITDA means all income minus interest income from loans/debt to Obligors and/or their
Affiliates minus all operating expenses incurred (excluding interest and depreciation)

Senior Debt shall mean the total financial indebtedness of the Group Issuer which is first
ranking including all senior term loans and working capital borrowings of all the Group Issuers,
including the Group Issuer Debentures. For the avoidance of doubt it is clarified that the Senior
Debt shall exclude all monies infused by the Promoter, Sponsor, other Group Issuers or other
Affiliates.

(b) Cover

The Issuer agrees and undertakes that the security interest created over specific movable
property (as understood under Rule 18(1)(d) of the Companies (Share Capital and Debenture)
Rules, 2014) in favour of the Debenture Trustee, for the benefit of the Debenture Holders, shall
be sufficient to discharge principal amounts of the Debentures and the Coupon at all times. The
Issuer agrees and undertakes that the security interest created is adequate to ensure 100% asset
cover for the Debentures.

P a g e | 137
 ANNEXURE VI

CREDIT RATING LETTERS

I. Credit rating letter from CRISIL dated June 17, 2021

CONFIDENTIAL
RL/RANISR/267100/NCD/0421/06773/92215414/1
June 17, 2021
Mr. Abhishek Goel
Director
Rattanindia Solar2 Private Limited
7th Floor, Godrej BKC, Plot C-68, G Block,
Bandra Kurla Complex, Bandra East,
Mumbai City - 400051
9892369659
Dear Mr. Abhishek Goel,
Re: CRISIL Rating on the Rs. 227 Crore Non Convertible Debentures@ of Rattanindia Solar2 Private Limited (RSPL)

All ratings assigned by CRISIL Ratings are kept under continuous surveillance and review.
Please refer to our rating letters dated April 14, 2021 bearing Ref. no: RL/RANISR/267100/NCD/0421/06773/92215414

Please find in the table below the rating outstanding for your company.

S.No. Instrument Rated Amount (Rs. in Crore) Rating Outstanding

1 Non-Convertible Debentures 227 Provisional CRISIL AAA/Stable
Kindly note that the provisional rating will be converted to final rating after CRISIL Ratings receives following transaction documents duly
executed and/or confirmations on completion of the following pending steps within 90 days from the date of issuance of the instrument, to
the satisfaction of CRISIL Ratings.
 Signed term sheet and / or financing documents with contours of structure in line with the draft term sheet
The final rating assigned after end of 90 days shall be consistent with the available documents or completed steps, as applicable. CRISIL
Ratings will issue a final rating letter on receipt of documents as mentioned above.
Please note that, in arriving at the ratings, CRISIL Ratings has assumed that the representations made by RSPL are true and that the structure,
shall work and operate as represented by RSPL. CRISIL Ratings does not guarantee the accuracy, adequacy, or completeness of the
representations made by you to CRISIL Ratings and/or the representations made in the transaction documents. CRISIL Ratings is not
responsible for any acts of commission or omission of the RSPL and/or the Trustee.
As per our Rating Agreement, CRISIL Ratings would disseminate the rating along with outlook through its publications and other media,
and keep the rating along with outlook under surveillance for the life of the instrument. CRISIL Ratings reserves the right to withdraw, or
revise the rating / outlook assigned to the captioned instrument at any time, on the basis of new information, or unavailability of information,
or other circumstances which CRISIL Ratings believes may have an impact on the rating.
As per SEBI circular (ref. no.: CIR/IMD/DF/17/2013; dated October 22, 2013) on centralized database for corporate bonds/debentures, you
are required to provide international securities identification number (ISIN; along with the reference number and the date of the rating letter)
of all bond/debenture issuances made against this rating letter to us. The circular also requires you to share this information with us within 2
days after the allotment of the ISIN. Further, SEBI circular dated June 30, 2017 (ref. no. SEBI/ HO/ MIRSD/ MIRSD4/ CIR/ P/ 2017/ 71),
requires you to inform CRISIL Ratings with the details of Securities as per the format precribed, refer Annexure A, immediately but not
later than seven (7) days from the date of placing the debt security. We request you to mail us all the necessary and relevant information at
[email protected]. This will enable CRISIL Ratings to verify and confirm to the depositories, including NSDL and CDSL, the ISIN
details of debt rated by us, as required by SEBI. Feel free to contact us at [email protected] for any clarification you may need.
Should you require any clarification, please feel free to get in touch with us.
With warm regards,
Yours sincerely,

VARUN MARWAHA Nivedita Shibu

Associate Director - CRISIL Ratings Associate Director - CRISIL Ratings

Disclaimer: A rating by CRISIL Ratings reflects CRISIL Ratings’ current opinion on the likelihood of timely payment of the obligations under the rated instrument, and does
not constitute an audit of the rated entity by CRISIL Ratings. Our ratings are based on information provided by the issuer or obtained by CRISIL Ratings from sources it
considers reliable. CRISIL Ratings does not guarantee the completeness or accuracy of the information on which the rating is based. A rating by CRISIL Ratings is not a
recommendation to buy / sell or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. CRISIL Ratings has a practice of
keeping all its ratings under surveillance and ratings are revised as and when circumstances so warrant. CRISIL Ratings is not responsible for any errors and especially
states that it has no financial liability whatsoever to the subscribers / users / transmitters / distributors of its ratings. CRISIL Ratings’ criteria are available without charge to
the public on the web site, www.crisil.com. CRISIL Ratings or its associates may have other commercial transactions with the company/entity. For the latest rating
information on any instrument of any company rated by CRISIL Ratings, please contact Customer Service Helpdesk at [email protected] or at 1800-267-1301.

P a g e | 138
 @ A prefix of 'Provisional' indicates that the rating centrally factors in the strength of specific structures, and will be supported by certain
critical documentation by the issuer, without which the rating would either have been different or not assigned ab initio. This is in
compliance with a May 6, 2015 directive by the Securities and Exchange Board of India, 'Standardizing the term, rating symbol, and manner
of disclosure with regards to conditional/ provisional/ in-principle ratings assigned by credit rating agencies'.

Disclaimer: A rating by CRISIL Ratings reflects CRISIL Ratings’ current opinion on the likelihood of timely payment of the obligations under the rated instrument, and does
not constitute an audit of the rated entity by CRISIL Ratings. Our ratings are based on information provided by the issuer or obtained by CRISIL Ratings from sources it
considers reliable. CRISIL Ratings does not guarantee the completeness or accuracy of the information on which the rating is based. A rating by CRISIL Ratings is not a
recommendation to buy / sell or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. CRISIL Ratings has a practice of
keeping all its ratings under surveillance and ratings are revised as and when circumstances so warrant. CRISIL Ratings is not responsible for any errors and especially
states that it has no financial liability whatsoever to the subscribers / users / transmitters / distributors of its ratings. CRISIL Ratings’ criteria are available without charge to
the public on the web site, www.crisil.com. CRISIL Ratings or its associates may have other commercial transactions with the company/entity. For the latest rating
information on any instrument of any company rated by CRISIL Ratings, please contact Customer Service Helpdesk at [email protected] or at 1800-267-1301.

P a g e | 139
 II. Rating rationale from CRISIL dated April 14, 2021

6/19/2021 Rating Rationale

Rating Rationale
April 14, 2021 | Mumbai

Rattanindia Solar2 Private Limited

'Provisional CRISIL AAA / Stable' assigned to Non Convertible Debentures

Rating Action
Rs.227 Crore Non Convertible Debentures& Provisional CRISIL AAA/Stable (Assigned)
& A prefix of 'Provisional' indicates that the rating centrally factors in the strength of specific structures, and will be supported by certain critical documentation by the
issuer, without which the rating would either have been different or not assigned ab initio. This is in compliance with a May 6, 2015 directive by the Securities and
Exchange Board of India, 'Standardizing the term, rating symbol, and manner of disclosure with regards to conditional/ provisional/ in-principle ratings assigned by
credit rating agencies'.
1 crore = 10 million
Refer to Annexure for Details of Instruments & Bank Facilities

Detailed Rationale
CRISIL Ratings has assigned its ‘Provisional CRISIL AAA/Stable’ ratings to the Rs 227 crore non-convertible debentures
NCDs of RattanIndia Solar2 Pvt Ltd (RSPL) which is part of Vector Green Restricted Group (VGRG) of six special purpose
vehicles (SPVs) including Citra Real Estate Ltd, Yarrow Infrastructure Pvt Ltd (YIPL), Malwa Solar Power Generation Pvt Ltd
(MSPGPL), RSPL, Sepset Constructions Ltd (SCL) and Priapus Infrastructure Ltd (PIL). The total aggregate amount of
these NCDs of VGRG is Rs 1,237 crore.

For assigning the provisional rating, CRISIL Ratings has reviewed the draft term sheet shared by the company. The
provisional rating will be converted into a final rating on receipt of the signed term sheet and / or financing documents with
contours of structure in line with the draft term sheet.

The rating reflects strong revenue visibility and counterparty profile, co-obligor structure of SPVs providing diversity benefit
and a healthy financial risk profile. These strengths are partially offset by exposure to risks inherent in operating solar
energy assets and refinancing risk.
Analytical Approach
CRISIL Ratings has combined the business and financial risk profiles of the six SPVs in VGRG in-line with CRISIL's criteria
for rating entities in homogeneous groups and equated the rating of the individual SPVs to the group. The six entities
consolidated as VGRG are MSPGPL, CIREEL, YIPL RSPL, SCPL and PIL. The entities are in a homogeneous group since
they are in the same line of business of operating solar power assets, have common management and treasury team and
are critical to VGRG. Each of the SPVs acts as a co-obligor to the other with each giving corporate guarantee to all other

https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/RattanindiaSolar2PrivateLimited_April 14, 2021_RR_267100.html

P a g e | 140
 6/19/2021 Rating Rationale

SPV’s debt obligations and cross default (i.e. default on any conditions in one SPV leads to default in all other SPVs). Post
debt servicing in each SPV, excess cash flows are largely available for use across the group. Any deviation in this
understanding shall be a key rating sensitivity factor.

Please refer Annexure - List of entities consolidated, which captures the list of entities considered and their analytical treatment of consolidation.

Key Rating Drivers & Detailed Description

Strengths:
Strong revenue visibility and counterparty profile
All 256 megawatt (MW) projects within VGRG have 25-year Power Purchase Agreements (PPAs) at fixed pre-
determined tariffs. 250 MW projects (~98% of portfolio by capacity) have PPAs with central counterparties that is Solar
Energy Corporation of India (SECI) and National Thermal Power Corporation (NTPC) at tariffs ranging from Rs 4.36/kWh
to Rs 5.47/kWh. The balance 6 MW have PPAs at fixed tariff for 25 years with Maharashtra State Electricity Development
Corporation Ltd (MSEDCL) and Uttar Pradesh Power Corporation Ltd (UPPCL) with tariffs ranging from Rs 17.91/kWh to
Rs 18.41/kWh.

The PPAs provide revenue visibility and stability to cash flows given the track record of payments from these central
counterparties over past 5 years. Additionally, VGRG projects have been operational for over 3 years with performance
track record being satisfactory as seen through above P90 PLF performance (on aggregate basis) in fiscal 2021.

Co-obligor structure of SPVs providing diversity benefit

All projects within each SPV are co-obligors for projects in the other five SPVs. The group has diversity with presence in
5 states and PPAs with 4 counterparties. With the presence of this co-obligor structure, surplus cash flows after debt
servicing in any SPV will be available to fund the shortfall in other SPVs (if any), thus supporting the consolidated debt
service coverage ratios (DSCRs). Additionally, as part of structure conditions, SPVs have undertaken that if there is any
distributable surplus amount in any SPV, then it shall first be utilised to make good any shortfall in debt servicing or
maintenance of reserves in other SPVs before distribution to the sponsors.

Healthy financial risk profile

Financial risk profile is expected to be healthy marked by an average DSCR of around 1.45 times through the tenure of 5
year NCDs (at CRISIL Ratings sensitised projections done at P90 PLF). Further, liquidity shall be supported through debt
service reserve account of 6 months of debt servicing obligations in form of cash or bank guarantee without any recourse
to project assets.

The financial risk profile is also supported by cash sweep covenant. It specifies if in any year or 12 month period
(depending upon period of testing) DSCR falls below 1.4 times, then entire surplus shall be swept and used for debt
prepayment.

Weaknesses:
Exposure to refinancing risk
VGRG SPVs are exposed to risk of refinancing bullet of Rs 933 crore at the end of 5 year tenor. That said, healthy
business profile of underlying assets and robust blended DSCRs over available useful life of projects, extending to
around 15 years (on capacity weighted basis) mitigate risks with respect to refinancing. Moreover, refinancing plan would
be initiated 9 months before the bullet at end of 5th year.

Exposure to risks inherent in operating solar energy assets

https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/RattanindiaSolar2PrivateLimited_April 14, 2021_RR_267100.html

P a g e | 141
 6/19/2021 Rating Rationale

The PLF for solar power projects is exposed to variability in climatic conditions and equipment and evacuation related
risks. Given that the sensitivity of cash flow of a solar power project is highest for PLF, these risks could severely impair
debt-servicing and free cash flows of such projects.
Liquidity: Superior
Liquidity in VGRG Solar SPVs is driven by expected earnings before interest and depreciation of over Rs 210 crore per
fiscal in 2022 and 2023 at P90 level of plant generation. The SPVs have debt obligations of less than Rs 150 crore in both
years. Additionally, there is no planned capex. The SPVs will also have DSRA of 6 months to cover any cash flow
mismatches.
Outlook: Stable
VGRG SPVs are expected to benefit from stable cash flows on back of long term PPAs and stable operational performance.
Rating Sensitivity factors
Downward factors
Performance below P90 PLF levels
Increase in receivables beyond 3 months (on aggregate portfolio basis)
Non adherence to terms of the structure
About the Company
RSPL operates a 50 MW solar power plant in state of Uttar Pradesh. The plant became fully operational in 2018. It has
signed a long term purchase agreement at pre-determined tariff with SECI.

RSPL is a subsidiary of Vector Green Energy Pvt Ltd (VGEPL). VGEPL operates wind and solar power projects aggregating
652MWp located across 19 projects and 12 states in India. It is owned by funds managed by Global Infrastructure Partners
India LLP – the Indian af'liate of Global Infrastructure Partners (“GIP”), a leading infrastructure investor managing over
US$70 bn of assets including over 15 GW of renewable assets globally.
Key Financial Indicators
Particulars Unit 2020 2019
Operating income Rs crore 43 42
Profit after tax (PAT)^ Rs crore 12 -29
PAT margin % 28 -67
Adjusted debt / adjusted networth* Times 2.9 3.1
Interest coverage* Times 1.2 1.2
^ - Includes interest on sponsor loans
* - compulsorily convertible and non-convertible debentures from sponsors/ promoters classified as equity related instruments

Any other information: Not applicable

Note on complexity levels of the rated instrument:

CRISIL complexity levels are assigned to various types of financial instruments. The CRISIL complexity levels are available
on www.crisil.com/complexity-levels. Users are advised to refer to the CRISIL complexity levels for instruments that they
consider for investment. Users may also call the Customer Service Helpdesk with queries on specific instruments.

Annexure - Details of Instrument(s)

Name of Date of Coupon Maturity Issue size Complexity Rating assigned
ISIN
instrument allotment rate (%) date (Rs crore) Level with outlook
NA Non Convertible NA NA NA 227 Simple Provisional CRISIL
https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/RattanindiaSolar2PrivateLimited_April 14, 2021_RR_267100.html

P a g e | 142
 6/19/2021 Rating Rationale

Debentures^ AAA/Stable
^ Yet to be placed

Annexure – List of entities consolidated

Names of Entities Consolidated Extent of Consolidation Rationale for Consolidation
Citra Real Estate Ltd Full Common management and sharing of cash flows
Yarrow Infrastructure Pvt Ltd Full Common management and sharing of cash flows
Malwa Solar Power Generation Pvt Ltd Full Common management and sharing of cash flows
RattanIndia Solar 2 Pvt Ltd Full Common management and sharing of cash flows
Sepset Constructions Ltd Full Common management and sharing of cash flows
Priapus Infrastructure Ltd Full Common management and sharing of cash flows

Annexure - Rating History for last 3 Years

Start of
Current 2021 (History) 2020 2019 2018
2018
Outstanding
Instrument Type Rating Date Rating Date Rating Date Rating Date Rating Rating
Amount
Provisional
Non Convertible
LT 227.0 CRISIL -- -- -- -- --
Debentures
AAA/Stable
All amounts are in Rs.Cr.

Criteria Details

Links to related criteria

CRISILs Approach to Financial Ratios
Criteria for rating solar power projects
The Rating Process
Understanding CRISILs Ratings and Rating Scales
CRISILs Bank Loan Ratings
Criteria for rating entities belonging to homogenous groups

Media Relations Analytical Contacts Customer Service Helpdesk

Saman Khan Manish Kumar Gupta Timings: 10.00 am to 7.00 pm
Media Relations Senior Director Toll free Number:1800 267 1301
CRISIL Limited CRISIL Ratings Limited
D: +91 22 3342 3895 B:+91 124 672 2000 For a copy of Rationales / Rating Reports:
B: +91 22 3342 3000 [email protected] [email protected]
[email protected]

https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/RattanindiaSolar2PrivateLimited_April 14, 2021_RR_267100.html

P a g e | 143
 6/19/2021 Rating Rationale
Ankit Hakhu For Analytical queries:
Naireen Ahmed Director [email protected]
Media Relations CRISIL Ratings Limited
CRISIL Limited B:+91 124 672 2000
D: +91 22 3342 1818 [email protected]
B: +91 22 3342 3000
[email protected] Shivani Bedekar
Manager
CRISIL Ratings Limited
B:+91 22 3342 3000
[email protected]

https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/RattanindiaSolar2PrivateLimited_April 14, 2021_RR_267100.html

P a g e | 144
 6/19/2021 Rating Rationale

https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/RattanindiaSolar2PrivateLimited_April 14, 2021_RR_267100.html

P a g e | 145
 6/19/2021 Rating Rationale
Note for Media:
This rating rationale is transmitted to you for the sole purpose of dissemination through your newspaper / magazine / agency. The rating rationale may be
used by you in full or in part without changing the meaning or context thereof but with due credit to CRISIL Ratings. However, CRISIL Ratings alone has
the sole right of distribution (whether directly or indirectly) of its rationales for consideration or otherwise through any media including websites, portals etc.

About CRISIL Ratings Limited

CRISIL Ratings pioneered the concept of credit rating in India in 1987. With a tradition of independence, analytical rigour and
innovation, we set the standards in the credit rating business. We rate the entire range of debt instruments, such as, bank loans,
certificates of deposit, commercial paper, non-convertible / convertible / partially convertible bonds and debentures, perpetual
bonds, bank hybrid capital instruments, asset-backed and mortgage-backed securities, partial guarantees and other structured
debt instruments. We have rated over 33,000 large and mid-scale corporates and financial institutions. We have also instituted
several innovations in India in the rating business, including rating municipal bonds, partially guaranteed instruments and
infrastructure investment trusts (InvITs).

CRISIL Ratings Limited ("CRISIL Ratings") is a wholly-owned subsidiary of CRISIL Limited ("CRISIL"). CRISIL Ratings Limited is
registered in India as a credit rating agency with the Securities and Exchange Board of India ("SEBI").

For more information, visit www.crisil.com/ratings

About CRISIL Limited

CRISIL is a global analytical company providing ratings, research, and risk and policy advisory services. We are India's leading
ratings agency. We are also the foremost provider of high-end research to the world's largest banks and leading corporations.

CRISIL is majority owned by S&P Global Inc., a leading provider of transparent and independent ratings, benchmarks, analytics
and data to the capital and commodity markets worldwide

For more information, visit www.crisil.com

Connect with us: TWITTER | LINKEDIN | YOUTUBE | FACEBOOK

CRISIL PRIVACY NOTICE

CRISIL respects your privacy. We may use your contact information, such as your name, address, and email id to fulfil your request and service your
account and to provide you with additional information from CRISIL.For further information on CRISIL’s privacy policy please visit www.crisil.com.

DISCLAIMER

This disclaimer forms part of and applies to each credit rating report and/or credit rating rationale (each a "Report") that is provided by CRISIL Ratings Limited
(hereinafter referred to as "CRISIL Ratings") . For the avoidance of doubt, the term "Report" includes the information, ratings and other content forming part of the
Report. The Report is intended for the jurisdiction of India only. This Report does not constitute an offer of services. Without limiting the generality of the foregoing,
nothing in the Report is to be construed as CRISIL Ratings providing or intending to provide any services in jurisdictions where CRISIL Ratings does not have the
necessary licenses and/or registration to carry out its business activities referred to above. Access or use of this Report does not create a client relationship between
CRISIL Ratings and the user.

We are not aware that any user intends to rely on the Report or of the manner in which a user intends to use the Report. In preparing our Report we have not taken
into consideration the objectives or particular needs of any particular user. It is made abundantly clear that the Report is not intended to and does not constitute an
investment advice. The Report is not an offer to sell or an offer to purchase or subscribe for any investment in any securities, instruments, facilities or solicitation of
any kind or otherwise enter into any deal or transaction with the entity to which the Report pertains. The Report should not be the sole or primary basis for any

https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/RattanindiaSolar2PrivateLimited_April 14, 2021_RR_267100.html

P a g e | 146
 6/19/2021 Rating Rationale
investment decision within the meaning of any law or regulation (including the laws and regulations applicable in the US).

Ratings from CRISIL Ratings are statements of opinion as of the date they are expressed and not statements of fact or recommendations to purchase, hold, or sell
any securities / instruments or to make any investment decisions. Any opinions expressed here are in good faith, are subject to change without notice, and are only
current as of the stated date of their issue. CRISIL Ratings assumes no obligation to update its opinions following publication in any form or format although CRISIL
Ratings may disseminate its opinions and analysis. Rating by CRISIL Ratings contained in the Report is not a substitute for the skill, judgment and experience of the
user, its management, employees, advisors and/or clients when making investment or other business decisions. The recipients of the Report should rely on their own
judgment and take their own professional advice before acting on the Report in any way. CRISIL Ratings or its associates may have other commercial transactions
with the company/entity.

Neither CRISIL Ratings nor its affiliates, third party providers, as well as their directors, officers, shareholders, employees or agents (collectively, "CRISIL Ratings
Parties") guarantee the accuracy, completeness or adequacy of the Report, and no CRISIL Ratings Party shall have any liability for any errors, omissions, or
interruptions therein, regardless of the cause, or for the results obtained from the use of any part of the Report. EACH CRISIL RATINGS' PARTY DISCLAIMS ANY
AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR USE. In no event shall any CRISIL Ratings Party be liable to any party for any direct, indirect, incidental, exemplary,
compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and
opportunity costs) in connection with any use of any part of the Report even if advised of the possibility of such damages.

CRISIL Ratings may receive compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities,
securities or from obligors. CRISIL Rating's public ratings and analysis as are required to be disclosed under the regulations of the Securities and Exchange Board of
India (and other applicable regulations, if any) are made available on its web sites, www.crisil.com (free of charge). Reports with more detail and additional
information may be available for subscription at a fee - more details about ratings by CRISIL Ratings are available here: www.crisilratings.com.

CRISIL Ratings and its affiliates do not act as a fiduciary. While CRISIL Ratings has obtained information from sources it believes to be reliable, CRISIL Ratings does
not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives and / or relies in its Reports. CRISIL Ratings
has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with each analytical process. CRISIL
Ratings has in place a ratings code of conduct and policies for analytical firewalls and for managing conflict of interest. For details please refer to:
http://www.crisil.com/ratings/highlightedpolicy.html

Rating criteria by CRISIL Ratings are generally available without charge to the public on the CRISIL Ratings public web site, www.crisil.com. For latest rating
information on any instrument of any company rated by CRISIL Ratings you may contact CRISIL RATING DESK at [email protected], or at (0091) 1800
267 1301.

This Report should not be reproduced or redistributed to any other person or in any form without a prior written consent of CRISIL Ratings.

All rights reserved @ CRISIL Ratings Limited. CRISIL Ratings Limited is a wholly owned subsidiary of CRISIL Limited.

CRISIL Ratings uses the prefix ‘PP-MLD’ for the ratings of principal-protected market-linked debentures (PPMLD) with effect from November 1, 2011 to comply with
the SEBI circular, "Guidelines for Issue and Listing of Structured Products/Market Linked Debentures". The revision in rating symbols for PPMLDs should not be
construed as a change in the rating of the subject instrument. For details on CRISIL Ratiings' use of 'PP-MLD' please refer to the notes to Rating scale for Debt
Instruments and Structured Finance Instruments at the following link: www.crisil.com/ratings/credit-rating-scale.html

https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/RattanindiaSolar2PrivateLimited_April 14, 2021_RR_267100.html

P a g e | 147
 III. Credit rating letter from India Ratings & Research dated June 17, 2021

Mr. T.C Pattabiraman

Chief Financial Officer - Vector Green Energy Private Limited
RattanIndia Solar2 Private Limited
328-329, G-Wing, Kanakia Zillion,
LBS Road, BKC Annex, Kurla (W),
Mumbai- 400070
[email protected]
+91 99870 94696

June 17, 2021

Dear Sir/Madam,

Re: Rating Letter for non-convertible debenture (NCD) programme of RattanIndia Solar2 Private Limited

This is in reference to the rating action commentary released on 18th May 2021.

India Ratings and Research (Ind-Ra) is pleased to communicate the following rating:

Instrument Type Size of Issue (million) Rating/Outlook

Proposed non-convertible debentures (NCDs) INR2,270 Provisional IND AAA(CE)/Stable

In issuing and maintaining its ratings, India Ratings relies on factual information it receives from issuers and underwriters and from other sources India Ratings believes to be
credible. India Ratings conducts a reasonable investigation of the factual information relied upon by it in accordance with its ratings methodology, and obtains reasonable
verification of that information from independent sources, to the extent such sources are available for a given security.

The manner of India Ratings’ factual investigation and the scope of the third-party verification it obtains will vary depending on the nature of the rated security and its issuer, the
requirements and practices in India where the rated security is offered and sold, the availability and nature of relevant public information, access to the management of the
issuer and its advisers, the availability of pre-existing third-party verifications such as audit reports, agreed-upon procedures letters, appraisals, actuarial reports, engineering
reports, legal opinions and other reports provided by third parties, the availability of independent and competent third-party verification sources with respect to the particular
security or in the particular jurisdiction of the issuer, and a variety of other factors

Users of India Ratings’ ratings should understand that neither an enhanced factual investigation nor any third-party verification can ensure that all of the information India
Ratings relies on in connection with a rating will be accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information they
provide to India Ratings and to the market in offering documents and other reports. In issuing its ratings India Ratings must rely on the work of experts, including independent
auditors with respect to financial statements and attorneys with respect to legal and tax matters. Further, ratings are inherently forward-looking and embody assumptions and
predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings can be affected by future events or
conditions that were not anticipated at the time a rating was issued or affirmed.

India Ratings seeks to continuously improve its ratings criteria and methodologies, and periodically updates the descriptions on its website of its criteria and methodologies for
securities of a given type. The criteria and methodology used to determine a rating action are those in effect at the time the rating action is taken, which for public ratings is the
date of the related rating action commentary. Each rating action commentary provides information about the criteria and methodology used to arrive at the stated rating, which
may differ from the general criteria and methodology for the applicable security type posted on the website at a given time. For this reason, you should always consult the
applicable rating action commentary for the most accurate information on the basis of any given public rating.

Ratings are based on established criteria and methodologies that India Ratings is continuously evaluating and updating. Therefore, ratings are the collective work product of
India Ratings and no individual, or group of individuals, is solely responsible for a rating. All India Ratings reports have shared authorship. Individuals identified in an India
Ratings report were involved in, but are not solely responsible for, the opinions stated therein. The individuals are named for contact purposes only.

Ratings are not a recommendation or suggestion, directly or indirectly, to you or any other person, to buy, sell, make or hold any investment, loan or security or to undertake any
investment strategy with respect to any investment, loan or security or any issuer. Ratings do not comment on the adequacy of market price, the suitability of any investment,
loan or security for a particular investor (including without limitation, any accounting and/or regulatory treatment), or the tax-exempt nature or taxability of payments made in
respect of any investment, loan or security. India Ratings is not your advisor, nor is India Ratings providing to you or any other party any financial advice, or any legal, auditing,
accounting, appraisal, valuation or actuarial services. A rating should not be viewed as a replacement for such advice or services. Investors may find India Ratings ratings to be
important information, and India Ratings notes that you are responsible for communicating the contents of this letter, and any changes with respect to the rating, to investors.

It will be important that you promptly provide us with all information that may be material to the ratings so that our ratings continue to be appropriate. Ratings may be raised,
lowered, withdrawn, or placed on Rating Watch due to changes in, additions to, accuracy of or the inadequacy of information or for any other reason India Ratings deems
sufficient.

P a g e | 148
 Nothing in this letter is intended to or should be construed as creating a fiduciary relationship between India Ratings and you or between India Ratings and any user of the
ratings.

In this letter, “India Ratings” means India Ratings & Research Pvt. Ltd. and any successor in interest.

We are pleased to have had the opportunity to be of service to you. If we can be of further assistance, please contact the undersigned at 044-43401700.

Sincerely,

India Ratings

Siva Subramanian Prashant Tarwadi

Director Director

RattanIndiaSolar2PrivateLimited 17-June-2021

P a g e | 149
 IV. Rating rationale from India Ratings & Research dated May 18, 2021

India Ratings Assigns RattanIndia Solar2’s Proposed NCDs ‘Provisional IND AAA(CE)’/ Stable;
Upgrades Existing Term Loans

18
MAY 2021

By Balgovind Agnihotri

India Ratings and Research (Ind-Ra) has taken the following rating actions on RattanIndia Solar 2 Private Limited’s (RS2PL) bank facilities as follows:

Instrument Type Date of Coupon Maturity Date Size of Issue (million) Rating/Outlook Rating
Issuance Rate (%) Action

Proposed non-convertible - - - INR2,270 Provisional IND Assigned

debentures (NCDs)^ AAA(CE)/Stable

Unsupported rating (proposed - - - - IND AAA/Stable Assigned

transaction)$

Senior project term loans - - 31 March 2035 INR2,102.9 (reduced from IND AA+(CE)/Stable Upgraded
INR2,181.1)

Unsupported rating$ - - - - IND AA+/Stable Upgraded

^The final ratings will be assigned to the NCDs on the receipt of loan-closure certificates for existing loans, along with a copy of executed transaction documents such as debenture trustee
agreement, debenture deed, security agreement and escrow agreement.

$Ind-Ra has assigned the unsupported rating in compliance with the Securities Exchange Board of India’s circular dated 13 June 2019, which requires credit rating agencies to disclose
unsupported ratings without factoring in the explicit credit enhancement (CE) and supported rating after factoring in the explicit CE.

The upgrade reflects RS2PL’s realisation of positive sensitivity of a progressive liquidity profile, through strong built-in liquidity of about 12 months; comfortable receivable profile; stable
generation levels with the majority of pool higher than P90 estimates, and a rationalisation in operating costs.

P a g e | 150
 The proposed NCDs rating benefits from a strong counterparty profile and introduction of new covenants to sweep cash and robust debt service coverages. While the structure has a bullet
redemption at the end of the third year, it is mitigated by the long remainder period of power-sale agreement and a comfortable project life cycle coverage ratio (PLCR) above 1.5x under
moderately-stressed interest rates. The agency has also synthetically amortised the residual debt with moderate stresses on various parameters to test the resilience of the ratings.

The proposed NCD will have an issuance size of INR12,370 million to be borrowed on an obligor co-obligor pooling structure between six special purpose vehicles (SPVs) with a cumulative
capacity of 256MWac -RS2PL, Yarrow Infrastructure Private Limited, Sepset Construction Limited, Citra Real Estate Limited, Priapus Infrastructure Limited and Malwa Solar Power
Generation Private Limited (MSPGPL), while the existing term loan pool structure had five SPVs totalling 216MWac, except MSPGPL.

For the proposed NCDs, in the event of insufficiency of funds/shortfall in debt servicing by any co-obligor, the lenders will utilise the surplus cash in the trust and retention account (TRA) of
other co-obligors to meet this shortfall, prior to making any distribution to the sponsors. The fund flow from the cash-surplus special purpose vehicle (SPV) to the cash-deficit SPV will
follow the TRA waterfall mechanism. Ind-Ra believes the project document will likely contain features such as inter-company agreement, specifying cross-default clause and joint &
several liability amongst the participant obligors, allowing for the free movement of surplus funds among the co-obligors and individual covenant testing prior to the restricted payment
conditions. Fund movement from one SPV to another will happen prior to cash sweep to lenders, followed by the testing of restricted payment conditions.

These features are strong and aim to avert a delay in debt service. Given the underlying credit profile and the embedded structural features, the agency has adopted a consolidated cash
flow approach for all the projects within the NCD structure. Existing term loans were borrowed under obligor co-obligor structural pool of five SPVs (excluding MSPGPL) wherein Ind-Ra
had adopted residual cash flow approach.

Ind-Ra continues to consider only the rated debt for arriving at the ratings. Therefore, any sponsor-injected funds, other than plain vanilla equity, that have been infused in the form of
CCDs in the project, are considered equity-like instruments as per the sub-ordination clause in facility agreements. In the event of any change in the treatment of these instruments and
inclusion under the senior debt category, the ratings would be affected.
KEY RATING DRIVERS

Demonstrated Track Record of Stable Operations: The projects under pool have demonstrated operational track record of three-to-nine years with the net average direct current
plant load factor (PLF) above P90 PLF estimates. The average monthly grid availability for FY20-FY21 stood at 99.1% (monthly plant availability: about 99.4%). Given the steps taken to
improve PLF performance during FY21, such as the strengthening of localised auxiliary power networks; improvement in internal grid evacuation systems and earthing improvements, the
management believes the projects’ generations are likely to consistently exceed P90 levels going forward.

Long-Term Offtake Agreement with Strong Counterparty Secures Cash Flows: The rating draws strength from firm 25-year power purchase agreements (PPAs) with strong
counterparties [Solar Energy Corporation of India (SECI) and (National Thermal Power Corporation (NTPC; ‘IND AAA’/Stable)] for the 97.6% of the project capacity (250MWac under the
NCD pool structure of six SPVs; 210MWac under the existing term loan pool structure of five SPVs) at a weighted average tariff of about INR4.96 per unit. NTPC and SECI have been
making payments at an average of 30 days and 76 days, respectively, from the invoice date over FY19-FY21. The PPAs specify a late payment penalty, if the payments are delayed beyond
the due date. However, Maharashtra State Electricity Distribution Company Ltd (MSEDCL) and Madhyanchal Vidyut Vitran Nigam Ltd (MVVNL), that account for the remaining 2.4% of tied-
up capacity have been making payments with an average delay of 110 days.

Also continuing to support the ratings are SECI’s superior credit profile (constituting 51% for the NCD pool; 42% under existing pool) led by the timely receipt of payment to generating
projects, and the availability of tripartite agreements between central, state governments and the Reserve Bank of India to intercept central grants/revenues to the states and
strengthening of payment security fund from budgetary allocations.

Moreover, NTPC (constituting 47% of NCD pool; 55.5% under existing bank loan) has been making payments within 30 days of raise of invoices. SECI and NTPC have created letter of
credit-backed payment security mechanism (i.e. 97.6% of pool) and this enhances the liquidity profile of pool, whereas MSEDCL and MVVNL (constituting 2.4%) are yet to create payment
security mechanism. Ind-Ra does not see the presence of MSEDCL and MVVNL as a constraint to the rating given that the revenue stream from the stronger SECI/NTPC projects is
sufficient for the debt servicing of the pool.

The presence of strong central counterparties with a healthy payment track record is beneficial for the pool’s ratings. Ind-Ra will continue to monitor the receipt of payments and any
significant delays in payment on a sustained basis can impact the ratings.

Liquidity Indicator – Superior: As per Ind-Ra’s projections, the liquidity of the pool remains superior with an average debt service coverage ratio (DSCR) over 1.45x (for both term loan
and NCD) with the ability to withstand moderate stress on generation, expenses and interest rates. Additionally, each facility agreement maintains debt service reserve (DSR) of six months
of debt servicing obligations (already created for the existing facility, while it shall be created upfront simultaneously along with issuance of debentures) and an inverter replacement

P a g e | 151
 reserve (INR0.80million per MW to be created within 12 years from the commercial operations date as per the existing term loan stipulations. While the project has been receiving timely
payments from the main counterparties, any elongation in the receivable period from a particular counterparty could be mitigated through surplus from other co-obligors. Also, the projects
did not avail of the moratorium allowed by the Reserve Bank of India in wake of the COVID-19 pandemic.

O&M Cost Optimisation to Improve Generation: As per the management, significant steps were taken to rationalise operating costs driven by renegotiation of insurance costs across
SPVs and rationalisation of operations & maintenance (O&M )costs with few vendors, resulting in lowering the pool’s O&M costs by 30% from the previous budgeted estimates .
Improvement in senior debt coverages, on account of a reduction in long-term projection on operating costs, has a salutary effect on the ratings.

The majority of O&M is carried out by reputed players such as TATA Power Solar Systems Limited for 120MWac and Sterling & Wilson Private Limited (‘IND BBB-’/Negative) for 92MWac for
a fixed period with an extendable option on a mutually-agreed basis. Also, limited technological complexities involved in the O&M of the solar projects provide comfort to the ratings. Solar
projects are inherently less complex in nature, with a proven technology; therefore, Ind-Ra believes the operating risks are minimal. The operating costs of the projects are comparable to
those of Ind-Ra rated peers.

Obligor Co-Obligor Structure Continues to Strengthen Pool: A diversified pool of assets with strong counterparties (four counterparties i.e. NTPC, SECI, MSEDCL and MVVNL) and
geography (five states under NCDs pool - Rajasthan, Karnataka, Maharashtra, Madhya Pradesh and Uttar Pradesh; four states excluding MSPGPL in Madhya Pradesh in existing term loan
pool structure) strengthens the pool structure. Excess cash with any of the SPVs can be used for the debt servicing of any of the other entities in case of a shortfall before the restricted
payment conditions are tested. The structure tests financial covenants on pooled consolidated basis on restricted group level for debenture issuance. The NCD pool structure’s other strong
features include the movement of funds across co-obligors when there is a deficiency in any obligors, at least five days prior to the debt servicing date. This, coupled with the cross-default
clause among the SPVs, bolsters the structure’s strength.

Ind-Ra has taken a consolidated view while assigning the rating on proposed NCD refinancing structure. Also, Ind-Ra has relied on draft terms of the debenture agreement provided by the
company, and any deviation from the set structure will affect the rating.

Portfolio Diversification Mitigates Generation Risks: The SPVs under the pool have an operational track record of over 36 months for each of the eight project locations. Hence, Ind-
Ra expects the cash flow volatility and generation volatility to remain limited, considering the solar power generation assets are spread across different geographies covering Rajasthan,
Karnataka, Maharashtra, Madhya Pradesh and Uttar Pradesh, thereby minimising the generation risks.

Favourable Debt Structure; Adequate Tail to Mitigate Refinancing Risks: The existing RTL is repayable over 15 years in 60 quarterly instalments that commenced in March 2020
and would end in March 2035 (for 2MW SPVs - March 2032), with a bullet payment, as per the facility agreement. Majority of the debt carries a floating rate linked to the lender’s one-year
marginal cost of lending rate. The project has standard project finance features, including a cash flow waterfall, DSR equivalent of two quarters’ principal and interest payments, and a cash
reserve. Additionally, all projects under the pool have significant tail of seven-to-eight years.

The existing facility agreement for the RTL also has the provision of an annual mandatory cash sweep from FY26-FY30 on a consolidated basis, wherein 50% of the surplus, subject to a
cap of INR40 million per year, will be used towards the repayment of principal instalments of the facility in the inverse order of maturity; INR190 million to be mandatorily swept from FY31
towards principal repayment. If there is any shortfall in the annual mandatory cash sweep amount, the same will be added to the subsequent year’s cash sweep. Ind-Ra believes the
mandatory cash sweep mechanism with the financial covenant of DSCR of 1.15x, along with the restricted payment condition, significantly reduces the risk on the bullet repayment to be
made in FY35.

The proposed NCDs are repayable over three years, commencing in June 2021 and ending in April 2025, during which 15% of the debt will be amortised. According to the draft term sheet,
the proposed NCDs are likely to have a lower fixed rate of interest by atleast 200bp than the existing debt.

The proposed NCD agreement have restricted payment (RP) clause with a DSCR of 1.40x, wherein if the DSCR combined across all restricted group issuers is less than 1.40x then the entire
available surplus cash shall be used for mandatory redemption. This remains a very strong structural feature compared to the existing term loan and is a key rating consideration. The
covenant testing for cash sweep and RP will be done on six-months’ basis. In addition, in case the aggregate generation across all restricted group issuers falls below P90 for two
consecutive years, the debenture holders shall have a right to appoint an independent engineer to undertake site visits and inspection including aerial thermography of modules. Any
deviation on this structure and understanding would materially impact the rating.

In Ind-Ra’s opinion, the NCDs’ structure is resilient to moderate stresses applied on the generation levels, module degradation, interest rates, operating costs and increase in the receivable
days from the offtaker.

P a g e | 152
 The pool structure also has provisions for restricted payments in the form of interest on compulsorily convertible debentures to India Infrastructure Fund II (IIF II), the parent of Vector
Green Energy Private Limited (VGEPL; ‘IND A+’/Stable; the pool sponsor) after complying with the restricted payment covenants and with the permission of the security trustee.

Moreover, the NCD agreement has a financial covenant of the DSCR to be maintained at 1.20x with a quarterly testing, failing which, penal interest could be levied, and an event of default
would be considered once the DSCR breaches 1.10x, and is not cured within the specified cure period. Overall, Ind-Ra’s assessment of the proposed NCD structure is strong.

Established Sponsor Profile: All SPVs are wholly-owned subsidiaries of VGEPL, an operating-cum-holding company set up by India Infrastructure Fund (IIF) II for managing the
renewable sector investments by the funds managed by Global Infrastructure Partners India. VGEPL owns and operates renewable projects aggregating around 652MW (peak) and has
inorganically grown through the acquisition of operating assets instead of taking up construction risks. VGEPL plans to add further capacity over the next one-to-two years. Ind-Ra takes
comfort from the experience of the sponsor in handling similar large-scale solar projects and its financial flexibility.

Stable Financial Performance: On consolidated basis, the pool of six SPVs reported total income of INR2,923.4 million in FY21 (FY20: INR2,891.4 million) led by favourable growth in
PLF generation and EBITDA of INR2,597.9 million (INR2,533.3million) driven by cost rationalisation steps undertaken by management. FY21 financials are provisional in nature. The
company has reported no contingent liabilities for the 12-months ended 31 March 2020.

Manageable Refinancing Risk: The NCD pool agreement has a refinancing bullet of INR10,500.0 million (85% of refinanced debt) at the end of three-year tenor. However, healthy
business and operational profile of underlying eight assets and strong consolidated PLCRs above 1.50x (beyond the bullet date), extending to around 15 years (on capacity weighted basis)
mitigates refinancing risks to a larger extent. Moreover, as per the management, a refinancing plan would be initiated nine months before the bullet at the end of the third year. Ind-Ra
assumes the debt would be refinanced through an amortising debt over the PPA tenor.

Minimal Technical Risk: The SPVs under the pool employs polycrystalline solar photovoltaic modules. The solar equipment supply contracts safeguard the projects from product failure
through an adequate 12-year product warranty and a 25-year power warranty. Ind-Ra’s base case factors in a module degradation of 0.7% yoy since the SPVs’ plants have been
operational for more than two years and considers the technology-related risks to the projects under the structure to be minimal.

RATING SENSITIVITIES

NCD Instruments

Negative: Future developments that may, individually or collectively, lead to a rating downgrade are:

- a weakening of the obligor-co-obligor structure and/or any transgression from the stipulated structure
- generation below P90 estimates for individual SPVs for a sustained period of time
- forward-looking average DSCR below 1.45x and PLCR) falling below 1.50x

Unsupported Rating
- significant and sustained delays in the receipt of payment from off-takers (incremental 60 days for SECI and NTPC) or a counterparty credit profile deterioration
- depletion in the liquidity of the project

Existing Term Loan Instruments

Negative: Future developments that may, individually or collectively, lead to a rating downgrade are:

- a weakening of the obligor-co-obligor structure and/or any transgression from the stipulated structure
- generation significantly below P90 estimates for individual SPVs for a sustained period of time
- forward looking average DSCR below 1.40x, on a consolidated basis
- significant and sustained delays in the receipt of payment from off-takers (incremental 60 days for SECI and NTPC) or a counterparty credit profile deterioration

- depletion in the liquidity profile of the pool structure

P a g e | 153
 Positive: Future developments that may, individually or collectively, lead to a rating upgrade are:

- substantial improvement in the financial and operational profile with generation above P75 estimates for an extended period of time.

COMPANY PROFILE

IIF II, a fund managed by Global Infrastructure Partners India LLP, acquired seven solar projects with cumulative capacity of 216.0MWac solar projects from the RattanIndia Group in
March 2020. The plant locations are diversified and spread across Maharashtra, Karnataka, Rajasthan and Uttar Pradesh. The sponsor of the group is VGEPL, which is the holding-cum-
operating company for renewable power projects under IIF II. Five SPVs were pooled to borrow funds under the obligor and co-obligor structure for existing term loan.

For the NCD pool structure, the sponsor has pooled six SPVs (including MSPGPL) along with existing pool SPVs with a cumulative capacity of 256MWac. This entire capacity is spread across
five states of Maharashtra, Karnataka, Rajasthan, Uttar Pradesh and Madhya Pradesh. The entire pool has a cumulative DC capacity of 350MWdc against the stated installed AC capacity in
a ratio of 1.36:1

RS2PL operates a solar power project with capacity of 50MWac in Kosda Kala (Allahabad, Uttar Pradesh). A total 68.6MW of DC capacity is installed against the stated AC capacity in a
DC:AC ratio of 1.37:1. The project under RS2PL commenced full commercial operations in March 2018.

CONSOLIDATED FINANCIAL SUMMARY

Particulars (INR million) FY21 (Provisional) FY20

Total income 2,923.4 2,891.3

EBITDA 2,597.3 2,533.3

Cash & cash equivalents 1,403.9 2,799.1

Source: Ind-Ra

STANDALONE FINANCIAL SUMMARY

Particulars (INR million) FY21 (Provisional) FY20

Total income 491.0 598.5

EBITDA 433.5 548.3

Cash & cash equivalents 295.5 449.2

Source: RS2PL; Ind Ra

RATING HISTORY

Instrument Type Current Rating/Outlook Historical Rating/Outlook

Rating Type Rated Limits (million) Rating 14 May 2020

Proposed NCDs Long-term INR2,270.0 Provisional IND AAA(CE)/Stable -

Unsupported rating Long-term - IND AAA/Stable -

P a g e | 154
 Senior project term loan Long-term INR2,102.9 IND AA+(CE)/Stable IND AA (CE)/Stable

Unsupported rating Long-term - IND AA+/Stable IND AA/Stable

ANNEXURE

Financial Covenants
The covenants delineated in the project documents are as follows:

Nature of Financial Covenant Existing Facility Agreement Proposed Refinancing Agreement

DSCR Not less than 1.15x Not less than 1.20x

Security cover Not less than 1.10x -

Restricted payment conditions DSCR not less than of 1.15x for borrower and group DSCR not less than of 1.40x for group

PLCR - Not less than 1.30x

List of Pool SPVs

Particulars MSPGPL RS2PL Yarrow Infrastructure Private Limited Sepset Construction Limited Priapus Cit
Infrastructure
Limited

Commercial operations date 28 April 2015 8 February 2018 31 March 2017 7 June 2017 14 December 2017 16 November 2011 15 March 2012 16

Location Agar Malwa (Madhya Pradesh) Allahabad (Uttar Pradesh) Bhadla, Jodhpur (Rajasthan) Pavgada (Karnataka) Nagpur (Maharashtra) Nagpur (Maharashtra) Bareilly (Uttar Pradesh) Nag

PPA tenor (in years) 25 25 25 25 25 25 25

AC capacity (in MW) 40.0 50.0 70.0 50.0 40.0 2.0 2.0

DC capacity (in MW) 53.0 68.5 70.2 96.6 55.4 2.1 2.1

Tariff (per unit) 5.47 4.43 4.36 4.78 4.43 18.41 17.91

COMPLEXITY LEVEL OF INSTRUMENTS

Instrument Description Complexity Indicator

Obligor co-obligor structure High

For details on the complexity level of the instruments, please visit https://www.indiaratings.co.in/complexity-indicators.

SOLICITATION DISCLOSURES

P a g e | 155
 Additional information is available at www.indiaratings.co.in. The ratings above were solicited by, or on behalf of, the issuer, and therefore, India Ratings has been compensated for the
provision of the ratings.

Ratings are not a recommendation or suggestion, directly or indirectly, to you or any other person, to buy, sell, make or hold any investment, loan or security or to undertake any
investment strategy with respect to any investment, loan or security or any issuer.

ABOUT INDIA RATINGS AND RESEARCH

About India Ratings and Research: India Ratings and Research (Ind-Ra) is India's most respected credit rating agency committed to providing India's credit markets accurate, timely
and prospective credit opinions. Built on a foundation of independent thinking, rigorous analytics, and an open and balanced approach towards credit research, Ind-Ra has grown rapidly
during the past decade, gaining significant market presence in India's fixed income market.

Ind-Ra currently maintains coverage of corporate issuers, financial institutions (including banks and insurance companies), finance and leasing companies, managed funds, urban local
bodies and project finance companies.

Headquartered in Mumbai, Ind-Ra has seven branch offices located in Ahmedabad, Bengaluru, Chennai, Delhi, Hyderabad, Kolkata and Pune. Ind-Ra is recognised by the Securities and
Exchange Board of India, the Reserve Bank of India and National Housing Bank.

India Ratings is a 100% owned subsidiary of the Fitch Group.

For more information, visit www.indiaratings.co.in.

DISCLAIMER

ALL CREDIT RATINGS ASSIGNED BY INDIA RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY
FOLLOWING THIS LINK: HTTPS://WWW.INDIARATINGS.CO.IN/RATING-DEFINITIONS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE
ON THE AGENCY'S PUBLIC WEBSITE WWW.INDIARATINGS.CO.IN. PUBLISHED RATINGS, CRITERIA, AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. INDIA
RATINGS’ CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE, AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO
AVAILABLE FROM THE CODE OF CONDUCT SECTION OF THIS SITE.

Applicable Criteria

Rating Criteria for Infrastructure and Project Finance

Analyst Names

Primary Analyst
Balgovind Agnihotri

Senior Analyst
India Ratings and Research Pvt Ltd DLF Epitome, Level 16, Building No. 5, Tower B DLF Cyber City, Gurgaon Haryana 122002
+91 124 6687000

P a g e | 156
 Secondary Analyst
Ankur Agarwal

Associate Director
+91 22 40001710

Committee Chairperson
Siva Subramanian

Director
+91 44 43401704

Media Relation
Ankur Dahiya

Manager – Corporate Communication

+91 22 40356121

P a g e | 157
 ANNEXURE VII

CONSENT LETTER FROM REGISTRAR AND TRANSFER AGENT

KFT/ Rattanindia/Consent/2021
Monday, 14/06/2021

Rattanindia Solar 2 Private Limited

5TH FLOOR, TOWER-B WORLDMARK 1 AEROCITY NEW DELHI SOUTH WEST DELHI
NEW DELHI DELHI 110037

Sub: proposing to appoint you as RTA for the issue of Listed, Secured, Non-Convertible
(Market linked) Debentures.

****

Dear Sir/Madam,

This has reference to your email dated, Monday, 14/06/2021, with regard to the captioned
subject. We hereby accord our consent to act as Registrar to the aforesaid issue and have our
name included as Registrar and Transfer Agents in the information Memorandum, which your
Company/Bank proposes to issue.

We also authorize you to forward this consent letter to SEBI and the Stock Exchange where the
Company proposes to list its NCDs along with the Information Memorandum.

Thanking you,

Yours faithfully,
For KFin Technologies Private Limited

S P Venugopal
General Manager
Corporate Registry

P a g e | 158
 ANNEXURE VIII

CONSENT LETTER FROM DEBENTURE TRUSTEE

P a g e | 159
 ANNEXURE IX

COPY OF BOARD AND SHAREHOLDERS RESOLUTION OF THE COMPANY

I. Resolution of the Board of Directors dated June 7, 2021

P a g e | 160
P a g e | 161
 II. Resolution of the Shareholders dated June 7, 2021

P a g e | 162
P a g e | 163
 III. Resolution of the Board of Directors dated June 17, 2021

P a g e | 164
P a g e | 165
P a g e | 166
P a g e | 167
 ANNEXURE X

RELATED PARTY TRANSACTIONS

Related parties with whom
transactions have taken place

Nature of relationship Name of party

Ultimate Holding Company India Infrasructure fund II (w.e.f 08 November, 2019)
Nettle Constructions Private Limited (upto 07 November,
2019)

Intermediate Holding Company Vector Green Energy Private Limited (w.e.f 08 November,
2019)

Holding Company Vector Green New Energies Private Limited (formerly

known as RattanIndia Solar Private Limited (w.e.f. 15 March
2019)

Fellow Subsidiaries (where Yarrow Infrastructure Private Limited

transactions have taken place)
Sepset Constructions Limited

Enterprises over which Key IIC Limited (upto 07 November, 2019)

Management Personnel have RattanIndia Power Limited (upto 07 November, 2019)
significant influence

(in Rupees thousands)

Sr. No Nature of transaction 31 March 2021 31 March 2020 31 March 2019

Transactions during the year

1 Loan / Inter corporate deposit received back
Vector Green New Energies Private Limited - 25,628.02 54,000.00
Sepset Constructions Limited 2,00,000.00

2 Loan given during the year

Vector Green Energy Private Limited 20,000.00 -
Sepset Constructions Limited - 2,00,000.00

3 Interest on loans
Vector Green New Energies Private Limited - 2,321.32 984.41
Vector Green Energy Private Limited 1,426.85 - -

4 Non-convertible debentures issued

India Infrastructure Fund II - 87,949.34

5 Non-convertible debentures repaid

India Infrastructure Fund II 87,949.34 -

6 Management support fees

Vector Green Energy Private Limited 8,846.46 3,346.68

7 Reimbursement of expenses

P a g e | 168
 Vector Green Energy Private Limited 2,127.94 3,868.36
Yarrow Infrastructure Private Limited - 551.95 -
Nettle Constructions Private Limited - - 1,929.28
IIC Limited 1.80
Thaumas Infrastructure limited 23,811.26

8 Compulsorily convertible debentures

(recognition and de-recognition)

Compulsorily convertible debentures –

derecognition
Vector Green New Energies Private Limited (3,74,005.61) -
India Infrastructure Fund II (3,51,319.70) -

16% Compulsorily convertible debentures –

recognition
Vector Green New Energies Private Limited 3,65,659.28 -
India Infrastructure Fund II 3,51,319.70 -

9 Compulsorily convertible debentures

(transferred)
Vector Green New Energies Private Limited (3,65,659.28) - 3,22,984.44
India Infrastructure Fund II 3,65,659.28 -

10 Interest on CCD
India Infrastructure Fund II 1,13,151.26 -

11 Loan taken during the year

RattanIndia Solar Private Limited - 42,500.00

12 Capital work in progress

Yarrow Infrastructure Private Limited 72,653.79

P a g e | 169
 ANNEXURE XI

DUE DILIGENCE CERTIFICATE FROM THE DEBENTURE TRUSTEE IN

ACCORDANCE WITH SEBI CIRCULAR DATED NOVEMBER 3, 2020

ATSL/CO/21-22/1552
June 20, 2021

To,
Stock Exchange

Dear Sir / Madam,

SUB.: Issue of 2270 Secured Redeemable Non-Convertible Debentures of the face value of Rs. 10,00,000 each,
aggregating to Rs. 227 crore by RattanIndia Solar 2 Private Limited.

We, the debenture trustee(s) to the above mentioned forthcoming issue state as follows:

1. We have examined documents pertaining to the said issue and other such relevant documents, reports
and certifications.

2. On the basis of such examination and of the discussions with the Issuer, its directors and other officers, other
agencies and on independent verification of the various relevant documents, reports and certifications,
WE CONFIRM that:

a. The Issuer has made adequate provisions for and/or has taken steps to provide for adequate security
for the debt securities to be issued.

b. The Issuer has obtained the permissions / consents necessary for creating security on the said properties.

c. The Issuer has made all the relevant disclosures about the security and also its continued obligations
towards the holders of debt securities.

d. Issuer has adequately disclosed all consents/ permissions required for creation of further charge on
assets in disclosure document and all disclosures made in the disclosure document with respect to
creation of security are in confirmation with the clauses of debenture trustee agreement.

e. Issuer has disclosed all covenants proposed to be included in debenture trust deed (including any side
letter, accelerated payment clause etc.), and disclosure document.

f. Issuer has given an undertaking that charge shall be created in favour of debenture trustee as per
terms of issue before filing of listing application.

We have satisfied ourselves about the ability of the Issuer to service the debt securities.

For Axis Trustee Services Limited

Mangalagowri Bhat
Assistant General Manager

Registered Office:
Axis House, Bombay Dyeing Mills Compound, Pandhurang Budhkar Marg, Worli Mumbai - 400 025
Corporate Office:
The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar West, Mumbai-400 028
Tel No.: 022-62300451 Fax No.: 022-6230 0700 Website- www.axistrustee.com
Corporate Identify Number: U74999MH2008PLC182264 | MSME Registered UAN: MH190046029

P a g e | 170
 ANNEXURE XII

IN-PRINCIPLE APPROVAL FROM THE STOCK EXCHANGE (BSE)

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India
T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com
Corporate Identity Number: L67120MH2005PLC155188
DCS/COMP/SB/IP-PPDI/061/21-22 June 22, 2021

The Company Secretary

Rattanindia Solar 2 Private Limited
101,1st Floor, Naurang Bhawan,
21 Kasturba Gandhi Marg, New Delhi - 110001

Dear Sir/Madam,

Re: Private Placement of 2,270 Senior, Secured, Rated, Listed, Non-Cumulative, Redeemable, Taxable, Rupee
Denominated, Non-Convertible Debentures of the face value of Rs. 10 Lacs each aggregating to
Rs. 227 Crores

We acknowledge receipt of your application on the online portal on June 21, 2021 seeking In-principle approval
for issue of captioned security. In this regard, the Exchange is pleased to grant in-principle approval for listing
subject to fulfilling the following conditions:

1. Filing of listing application and Execution of Listing Agreement.

2. Payment of fees as may be prescribed from time to time.

3. Compliance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008 as amended 2012, and submission of Disclosures and Documents as per Regulations 21, in the format
specified in Schedule I of the said Regulations and also Compliance with provisions of Companies Act 2013.

4. Receipt of Statutory & other approvals & compliance of guidelines issued by the statutory authorities
including SEBI, RBI, DCA etc. as may be applicable.

5. Compliance with change in the guidelines, regulations directions of the Exchange or any statutory
authorities, documentary requirements from time to time.

6. Compliance with below mentioned circular dated June 10, 2020 issued by BSE before opening of the issue to
the investors.:
https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20200610-31

7. Issuers, for whom use of EBP is not mandatory, specific attention is drawn towards compliance with Para 3.6
of SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/05 dated January 5, 2018 and BSE Circular No 20210519-29
dated May 19, 2021. Accordingly, Issuers of privately placed debt securities in terms of ILDS Regulations or ILDM
Regulations for whom accessing the electronic book platform (EBP) is not mandatory shall upload details of the
issue with any one of the EBPs within one working day of such issuance. The details can be uploaded using the
following links Electronic Issuance - Bombay Stock Exchange Limited (bseindia.com)

This In-Principle Approval is valid for a period of 1 year from the date of issue of this letter. The Exchange
reserves its right to withdraw its in-principle approval at any later stage if the information submitted to the
Exchange is found to be incomplete/ incorrect/misleading/false or for any contravention of Rules, Bye-laws and
Regulations of the Exchange, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Guidelines/Regulations issued by the statutory authorities etc. Further, it is subject to payment of all applicable
charges levied by the Exchange for usage of any system, software or similar such facilities provided by BSE which
the Company shall avail to process the application of securities for which approval is given vide this letter.

Yours faithfully,

For BSE Limited

Sd/- Sd/-
Rupal Khandelwal Raghavendra Bhat
Senior Manager Deputy Manager

BSE - CONFIDENTIAL

P a g e | 171
 ANNEXURE XIII

LIST OF DOCUMENTS WHICH HAVE BEEN EXECUTED OR WILL BE EXECUTED IN

CONNECTION WITH THE ISSUE AND SUBSCRIPTION OF DEBENTURES

1. the Information Memorandum;

2. the Debenture Trustee Agreement;
3. the Debenture Trustee Appointment Letter;
4. the Debenture Trust Deed;
5. the Trust and Retention Account Agreement;
6. the Power of Attorney in relation to Trust and Retention Account Agreement;
7. the Promoter Undertaking;
8. the Sponsor Undertaking;
9. the VGNEPL Undertaking;
10. the Other Entity Undertaking;
11. the Inter-Company Agreement;
12. the Security Documents;
13. consent letter from the Debenture Trustee;
14. the tripartite agreement between the Issuer, the Registrar to the Issue and Depository in respect
of dematerialization of the Debentures;
15. letter from any Credit Rating Agency acceptable to the Debenture Trustee, providing credit rating
for the Debentures;
16. rationale behind the credit ratings for the Debentures;
17. the listing approval by the Stock Exchange;
18. the letter appointing the Registrar to the Issue; and
any other document designated as a ‘Debenture Document’ by the Debenture Trustee.

P a g e | 172
 ANNEXURE XIV
CLIMATE BONDS STANDARD CERTIFICATION

I. Letter from CBSB dated May 21, 2021

21 May 2021

Mr T.C. Pattabiraman
Chief Financial Officer
Vector Green Energy Private Limited
101, 1st Floor, Naurang Bhawan
21 Kasturba Gandhi Marg
New Delhi - 110001, India

Dear Mr T.C. Pattabiraman,

Re: Confirmation of approval for request for Climate Bonds Standard Certification

I’m very pleased to inform you that on 21 May 2021, the Climate Bonds Standard Board approved the
Pre Issuance Certification of the proposed Vector Green Restricted Group (VGRG) Bonds, as per the
application documents and verification report provided by KPMG India. That Certification comes into
force once the bond is placed on offer.

Members of the Climate Bonds Standard Board are:

• California State Treasurer Fiona Ma, represented by Deputy Treasurer Tim Schaefer
• Institutional Investors Group on Climate Change (IIGCC), represented by Eric Borremans, of
Pictet Asset Management
• International Cooperative and Mutual Insurance Federation, represented by Shaun Tarbuck, CEO
• Investor Group on Climate Change, represented by Talieh Williams of VFMC
• Ceres Investor Network, represented by Peter Ellsworth
• Natural Resources Defense Council, represented by Douglass Sims

I also confirm that the text of the Certification Agreement between the Climate Bonds Standard Board
and Vector Green Energy Private Limited has been agreed.

Accordingly, I confirm that Vector Green Energy Private Limited may use the “Climate Bond Certified”
logo in its information materials about the proposed bond, and we will ensure the bond is identified as a
Climate Bond in all listings we manage. Attached for your reference is a guide to usage of the “Climate
Bond Certified” logo.

Congratulations and best wishes,

Sean Kidney
CEO, Climate Bonds Initiative

Disclaimer: The Climate Bonds Standard Board operates legally as an advisory committee of the Climate Bonds Initiative Board and oversees
the development of the Climate Bonds Standard. Neither the Climate Bonds Standard Board nor any organisation, individual or other person
forming part of, or representing, the Climate Bonds Standard Board (together, "CBSB") accepts or owes any duty, liability or responsibility of
any kind whatsoever to any issuer which wishes to apply for any of its bonds to be certified under the Climate Bonds Certification Scheme
("Scheme"), or to any issuer whose bonds may at any time be certified under the Scheme or to any other person or body whatsoever, whether
with respect to the award or withdrawal of any certification under the Scheme or otherwise. All advice or recommendations with respect to any
certification under the Scheme or otherwise that CBSB provides to the Climate Bonds Initiative Board is provided to it in an advisory capacity
only and is not to be treated as provided or offered to any other person

72 Muswell Hill Place, London N10 3RR United Kingdom | www.climatebonds.net

The Climate Bonds Initiative is a not-for-profit company registered in the United Kingdom. Companies House number 7455730

P a g e | 173
 II. Certificate from CBSB dated May 21, 2021

P a g e | 174
 III. Independent assurance statement from KPMG dated May 20, 2021

KPMG Assurance and Consulting Services LLP Telephone: +91 124 307 4000
Building No. 10, 8th Floor, Tower-C
Fax: +91 124 254 9101
DLF Cyber City, Phase - II Internet: www.kpmg.com/in
Gurugram - 122 002 (India)

Independent Assurance Statement

To the management of:

Yarrow Infrastructure Private Limited, Ground Floor, Jain Layout Ward No 23, Pavagada, Tumakuru
(Tumkur), Karnataka - 561202, India

Sepset Constructions Limited, Plot No-C-1, Katol Industrial Area, Katol, Nagpur, Maharashtra - 440013,
India

RattanIndia Solar 2 Private Limited, Village Kosda Kala Tappa, Manda Pargana, Khairagah Tehsil-Meja,
Allahabad, Uttar Pradesh - 212303, India

Malwa Solar Power Generation Private Limited, 90, Chhatrapathi Nagar, Aerodrum Road, Indore, Madhya
Pradesh - 452005, India

Priapus Infrastructure Limited, Village Navada Van, Faridpur, Bareilly, Uttar Pradesh - 243503, India

Citra Real Estate Limited, Plot No. C-1, A-3, MIDC, Katol, Nagpur, Maharashtra - 441302, India

Introduction

KPMG Assurance and Consulting Services LLP (KPMG) was engaged by Yarrow Infrastructure Private
Limited, Sepset Constructions Limited, RattanIndia Solar 2 Private Limited, Malwa Solar Power Generation
Private Limited, Priapus Infrastructure Limited and Citra Real Estate Limited (Issuers) to provide “limited
assurance” on conformance of their green bond with the pre-issuance requirements of the Climate Bonds
Standard Version 3.0.

Assurance Standard

We conducted our engagement in accordance with requirements of ‘Limited Assurance’ as per International
Federation of Accountants’ (IFAC) International Standard on Assurance Engagements [ISAE 3000
(Revised), Assurance Engagements Other than Audits or Reviews of Historical Financial Information].

Assurance scope and level of assurance

Our scope of assurance included information on material aspects of the proposed green bond based on
the requirements set out in the Pre-Issuance Requirements section of the Climate Bonds Standard Version
3.0 as listed below:
• Use of Proceeds
• Proceeds for Evaluation and Selection of Projects and Assets
• Management of Proceeds
• Reporting Prior to Issuance

KPMG Assurance and Consulting Services LLP, an Indian limited KPMG (Registered) (a partnership firm with Registration No. BA-62445) Registered Office: Lodha
liability partnership and a member firm of the KPMG network of converted into KPMG Assurance and Consulting Services LLP (a Excelus, 1st Floor Apollo Mills
independent member firms affiliated with KPMG International Limited Liability Partnership with LLP Registration No. AAT-0367), with Compound,N. M. Joshi Marg,
Cooperative ("KPMG International"), a Swiss entity effect from July 23, 2020 Mahalaxmi, Mumbai - 400 011
Specific limitations and exclusions

Our assurance process was subject to the following limitations as we have not been engaged to:

• Determine which, if any, recommendations should be implemented

• Provide assurance on information outside the defined reporting boundary and period
• Verify the Issuer’s financial statements & economic performance
• Verify the Issuer’s statements that describe expression of opinion, belief, aspiration, expectation, aim
or future intention and national or global socio-economic and environmental aspects provided by the
Issuer

Work undertaken

We planned and performed our work to obtain all the evidence, information and explanations that we
considered necessary to obtain a meaningful level of assurance in relation to the above scope. The
procedures we performed, which are set out in more detail below, were based on our professional judgment
and included, as appropriate, inquiries, observation of processes performed, inspection of documents,
evaluating the appropriateness of reporting policies and agreement or reconciliation with underlying
records. We believe that the procedures we have performed and the evidence we have obtained are
sufficient and appropriate to provide a basis for our limited assurance conclusion.

To reach our conclusion we:

• Checked the Issuer’s Green Bond Framework that includes processes, systems and controls in place
for management of bond proceeds; investment areas for green bond proceeds and intended types of
temporary investment instruments for the management of unallocated proceeds;

• Conducted interviews with management and key staff of Issuer responsible for the green bond to
obtain an understanding of the processes, systems and controls in place for management of bond
proceeds;

• Checked the list of nominated projects which are proposed to be associated with the green bond and
their conformance with eligibility requirements specified in Part C of the Climate Bonds Standard
Version 3.0; and

• Checked the loan account statements of the Special Purpose Vehicles of the nominated projects which
are proposed to be associated with the green bond.

Conclusions

The following conclusion is based on the work performed and evidence obtained and the scope of our
assurance engagement described above.

Nothing has come to our attention to suggest that the Issuer and their green bond, are not, in all material
respects, conforming to the Pre-Issuance requirements of the Climate Bonds Standard Version 3.0 and the
Solar Criteria.

Independence

The assurance was conducted by a multidisciplinary team including professionals with suitable skills and
experience in auditing environmental, social and economic information in line with the requirements of ISAE
3000 standard. Our work was performed in compliance with the requirements of the IFAC Code of Ethics

Page 2 of 3
for Professional Accountants, which requires, among other requirements, that the members of the
assurance team (practitioners) as well as the assurance firm (assurance provider) be independent of the
assurance client, in relation to the scope of this assurance engagement. The Code also includes detailed
requirements for practitioners regarding integrity, objectivity, professional competence and due care,
confidentiality and professional behaviour. We have systems and processes in place to monitor compliance
with the Code and to prevent conflicts regarding independence. We apply ISQC 1 and the practitioner
complies with the applicable independence and other ethical requirements of the IESBA code.

Management’s responsibility

The Management of the Issuer is responsible for ensuring that the Issuer and their green bond complies
with the requirements of the Climate Bonds Standard Version 3.0. This responsibility includes designing,
implementing and maintaining systems and processes relevant for the management of green bond
proceeds.

The Management of the Issuer is also responsible for preventing and detecting fraud and for identifying and
ensuring that Issuer complies with laws and regulations applicable to its activities.

Our responsibility

Our responsibility is to report in the form of an independent limited assurance conclusion in relation to the
above scope based on the procedures performed and the evidence obtained. We conducted our
engagement with a multidisciplinary team which included professionals with suitable skills and experience
in auditing environmental, social and economic information in line with the requirements of ISAE 3000
standard.

This assurance report is made solely to the Issuer in accordance with the terms of our engagement, which
include agreed arrangements for disclosure. Our work has been undertaken so that we might state to the
Issuer those matters we have been engaged to state in this assurance report and for no other purpose. Our
assurance report should not be regarded as suitable to be used or relied on by any party wishing to acquire
rights against us other than the Issuer or the Climate Bonds Initiative (CBI) in the context of awarding the
Certification mark for any purpose or in any other context. Any party other than Issuer or CBI who obtains
access to our assurance report or a copy thereof and chooses to rely on our assurance report (or any part
thereof) will do so at its own risk. To the fullest extent permitted by law, we accept or assume no
responsibility and deny any liability to any party other than Issuer or CBI for our work, for this independent
limited assurance report, or for the conclusions we have reached.

Manpreet Singh
Partner
KPMG Assurance and Consulting Services LLP
20 May 2021

Page 3 of 3
 ANNEXURE XV
FORM OF DEED OF GUARANTEE

DEED OF GUARANTEE

BY

CITRA REAL ESTATE LIMITED

as the Guarantor 1

and

MALWA SOLAR POWER GENERATION PRIVATE LIMITED

as the Guarantor 2

and

PRIAPUS INFRASTRUCTURE LIMITED

as the Guarantor 3

and

YARROW INFRASTRUCTURE PRIVATE LIMITED

as the Guarantor 4

and

SEPSET CONSTRUCTIONS LIMITED

as the Guarantor 5

IN FAVOUR OF

AXIS TRUSTEE SERVICES LIMITED

as the Debenture Trustee
 TABLE OF CONTENTS

1. DEFINITIONS AND PRINCIPLES OF Interpretation .................................................................. 2

2. GUARANTEE ................................................................................................................................. 3
3. PAYMENTS AND TAXES ............................................................................................................ 8
4. REPRESENTATIONS AND WARRANTIES ............................................................................... 8
5. COVENANTS ............................................................................................................................... 10
6. BENEFIT OF THIS GUARANTEE ............................................................................................. 13
7. MISCELLANEOUS ...................................................................................................................... 15
8. GOVERNING LAW AND JURISDICTION ............................................................................... 19
This DEED OF GUARANTEE (this “Guarantee”) is executed at New Delhi on this the _____ day of
June, 2021. The Deed will come into effect on and from the Effective Date in accordance with Section 7.10
hereof.

CITRA REAL ESTATE LIMITED, a company incorporated under the Companies Act, 1956 and having
its registered office at 101, 1st Floor, Naurang Bhawan,21 Kasturba Gandhi Marg, New Delhi 110001
(hereinafter referred to as the “Guarantor 1” which expression shall, unless repugnant to the subject,
context or meaning thereof, be deemed to mean and include its successors and permitted assigns);

and

MALWA SOLAR POWER GENERATION PRIVATE LIMITED, a company incorporated under the
Companies Act, 2013 and having its registered office at 101, 1st Floor, Naurang Bhawan,21 Kasturba
Gandhi Marg, New Delhi 110001 (hereinafter referred to as the “Guarantor 2” which expression shall,
unless repugnant to the subject, context or meaning thereof, be deemed to mean and include its successors
and permitted assigns);

and

PRIAPUS INFRASTRUCTURE LIMITED, a company incorporated under the Companies Act, 1956
and having its registered office at 101, 1st Floor, Naurang Bhawan,21 Kasturba Gandhi Marg, New Delhi
110001 (hereinafter referred to as the “Guarantor 3” which expression shall, unless repugnant to the
subject, context or meaning thereof, be deemed to mean and include its successors and permitted assigns);

and

YARROW INFRASTRUCTURE PRIVATE LIMITED, a company incorporated under the Companies

Act, 1956 and having its registered office at 101, 1st Floor, Naurang Bhawan,21 Kasturba Gandhi Marg,
New Delhi 110001 (hereinafter referred to as the “Guarantor 4” which expression shall, unless repugnant
to the subject, context or meaning thereof, be deemed to mean and include its successors and permitted
assigns);

and

SEPSET CONSTRUCTIONS LIMITED, a company incorporated under the Companies Act, 1956 and
having its registered office at 101, 1st Floor, Naurang Bhawan,21 Kasturba Gandhi Marg, New Delhi
110001 (hereinafter referred to as the “Guarantor 5” which expression shall, unless repugnant to the
subject, context or meaning thereof, be deemed to mean and include its successors and permitted assigns);

in favour of

AXIS TRUSTEE SERVICES LIMITED, a company incorporated under the Companies Act, 1956 and
an existing company under the Companies Act, 2013, having Corporate Identification Number
U74999MH2008PLC182264 with its registered office at Axis House, Bombay Dyeing Mills Compound,
Pandurang Budhkar Marg, Worli, Mumbai, 400025, Maharashtra and having its corporate office at The
Ruby, 2nd Floor, SW 29, Senapati Bapat Marg, Dadar West Mumbai 400028, in its capacity as the
debenture trustee for and on behalf of the Debenture Holders (hereinafter referred to as the “Debenture
Trustee”, which expression shall, unless repugnant to the subject or context thereof, be deemed to mean
and include its successors, transferees, novatees and assigns).

1
(“Guarantor 1”, “Guarantor 2”, “Guarantor 3”, “Guarantor 4” and “Guarantor 5” are hereinafter
collectively referred to as “Guarantors” and individually as a “Guarantor”).

WHEREAS:

A. RATTANINDIA SOLAR 2 PRIVATE LIMITED, a company incorporated under the Companies

Act, 1956 and having its registered office at 101,1st Floor, Naurang Bhawan,21 Kasturba Gandhi
Marg, New Delhi 110001 (hereinafter referred to as the “Issuer” which expression shall, unless it
be repugnant to the subject, context or meaning thereof, be deemed to mean and include its
successors and permitted assigns) proposes to issue to the Subscriber 2270 (two thousand two
hundred and seventy) rated, listed, secured, redeemable, non-cumulative and taxable non-
convertible debentures of a face value of Rs. 10,00,000 (Rupees Ten Lakhs) each (collectively
referred to as the “Debentures”) on a private placement basis and of a cumulative amount not
exceeding Rs. 227,00,00,000 (Rupees Two Hundred Twenty Seven Crores) (the “Subscription
Amount”) in dematerialized form to the Debenture Holders, each in accordance with the terms and
conditions set out in this Deed and the Information Memorandum and other Debenture Documents.
Each Subscriber has agreed to subscribe to such Debentures on the terms and conditions contained
in the Debenture Trust Deed and the other Debenture Documents.

B. One of the conditions of the Debenture Trust Deed is that the Guarantors shall provide this
Guarantee in favour of the Debenture Trustee for the benefit of the Debenture Holders,
guaranteeing the due payment and/or repayment of the Guaranteed Liabilities.

C. The Guarantors have, at the request of the Issuer, agreed to, inter alia, guarantee the Guaranteed
Liabilities in accordance with the presents herein. In pursuance of the aforesaid, the Debenture
Trustee has called upon the Guarantors to execute these presents, which the Guarantors have agreed
to do in the manner hereinafter expressed.

NOW THIS DEED WITNESSES AND IT IS AGREED as follows

1. DEFINITIONS AND PRINCIPLES OF INTERPRETATION

1.1 Definitions

Capitalised terms used in this Guarantee, and not defined in this Guarantee but defined in the
Debenture Trust Deed shall have, unless there is anything repugnant to the subject, meaning or
context thereof, the meanings assigned to them in the Debenture Trust Deed. In this Guarantee,
unless there is anything repugnant to the subject, meaning or context thereof:

Debentures shall have the meaning ascribed to such term in Recital A.

Debenture Trust Deed or Deed shall mean the debenture trust deed titled as the ‘Debenture Trust
Deed’ dated on or about the date hereof and entered into among inter alia the Issuer and the
Debenture Trustee, as amended, assigned, supplemented and transferred from time to time.

Financial Information shall have the meaning ascribed to such term in Section 5.2.

Guaranteed Liabilities shall have the meaning ascribed to such term in Section 2.2.

2
 Incapacity shall mean, in relation to a person, the bankruptcy, insolvency, liquidation, dissolution,
winding-up, administration, receivership, amalgamation, merger, reconstruction, reorganization or
any other incapacity of that person whatsoever.

Issuer shall have the meaning ascribed to such term in Recital A.

No-Objection Certificates shall mean have the meaning ascribed to the term in the Debenture
Trust Deed.

Other Entities Debenture Documents shall mean each of the debenture documents executed
between each of the Other Entities and their respective Other Entities Debenture Trustees. “Other
Entities Debenture Document” shall be construed accordingly.

Other Entities Debenture Trustee shall mean in relation to each of the Other Entities, Axis
Trustee Services Limited, a company incorporated under the Companies Act, 1956, having its
registered office at Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg,
Worli, Mumbai, 400025, which expression shall, unless it be repugnant to the subject or context
thereof, be deemed to include it successors and permitted assigns.

Subscription Amount shall have the meaning ascribed to such term in Recital A.

1.2 Principles of Interpretation

The principles of interpretation set forth in Section 1.2 of the Debenture Trust Deed, shall apply to
this Guarantee as if expressly set out in full herein with each reference to ‘this Deed’ therein being
deemed to be a reference to this Guarantee.

1.3 Joint and Several Obligations

The Guarantors unconditionally agree and undertake that they are, jointly and severally responsible
and liable for all their obligations under this Guarantee and that the performance of the obligations
under this Guarantee by any Guarantor is not conditional or dependent upon (i) the performance by
the other Guarantor of its respective obligations under this Guarantee; or (ii) any demand being
made against the other Guarantor for performance of similar obligations, and is irrespective of a
default by the other Guarantor in the performance of its respective obligations under this Guarantee,
whether such default is on account of a legal restriction or otherwise.

2. GUARANTEE

2.1 Terms of Issue

(a) Notwithstanding anything contained herein, the Subscriber shall have the sole discretion
to subscribe to the Debentures under or in pursuance of the Debenture Trust Deed and
Debenture Documents at such time and on such terms and conditions and in such manner
as provided in the Debenture Trust Deed.

(b) The Guarantors agree and confirm that the Debentures shall carry such Coupon and such
additional interest at such rates as may be determined by the Debenture Holders and/or the
Debenture Trustee, from time to time, in accordance with the provisions of the Deed and
these shall also, amongst others, form part of the Guaranteed Liabilities.

3
2.2 Guarantee

In consideration of the Subscriber agreeing to subscribe to the Debentures pursuant to the

Debenture Trust Deed, the Guarantors hereby unconditionally, absolutely and irrevocably
guarantee, as a principal obligor and not merely as a surety to pay to the Debenture Trustee for the
benefit of the Debenture Holders on demand and without delay, demur or protest, all monies and
discharge all payment obligations and liabilities now or hereafter due, owing or payable by the
Issuer to the Secured Parties under or pursuant to the Debenture Trust Deed and the other Debenture
Documents (including, without limitation the principal amounts of Debentures, the Coupon, the
Additional Interest, the Added Interest, the Listing Delay Interest and all other interest, and
commission payments and all costs, fees, charges, commissions, indemnities and expenses), when
the same becomes due for payment or discharge, whether by acceleration or otherwise and whether
such moneys, obligations or liabilities are express or implied, present, future or contingent, joint or
several, incurred as principal or as surety (the “Guaranteed Liabilities”).

The Guarantors acknowledge having received a copy of the Debenture Trust Deed and the other
Debenture Documents and confirm their acceptance of the provisions thereof.

2.3 Indemnity

As a separate and independent obligation and stipulation, the Guarantors agree that if any purported
obligation or liability of the Issuer which would have been the subject of this Guarantee had it been
valid, legal and enforceable is not or ceases to be valid or legal or enforceable against the Issuer on
any ground whatsoever whether or not known to the Debenture Trustee and/or any other Secured
Parties (including, without limitation, any irregular exercise or absence of any corporate power or
lack of authority of, or breach of duty by, any person purporting to act on behalf of the Issuer or
any legal or other limitation, whether under any limitation legislation or otherwise or any disability
or Incapacity or any change in the constitution of the Issuer) the Guarantors shall nevertheless be
liable to the Secured Parties and shall, on demand and without delay, demur or protest indemnify
the Debenture Trustee and the other Secured Parties in respect of that purported obligation or
liability as if the same were fully valid, legal and enforceable and the Guarantors were the principal
debtor in respect thereof including any amounts incurred by the Secured Parties in relation to Legal
Proceedings taken against the Issuer and/or the Guarantors for recovery or attempted recovery of
the Guaranteed Liabilities.

2.4 No Commission

The Guarantors hereby declare that the Guarantors have not received and are not entitled to receive
any guarantee commission in relation to providing this Guarantee. The Guarantors further
undertake that until the Final Settlement Date they shall not take or receive any guarantee
commission.

2.5 No Security taken by Guarantors

The Guarantors warrant that they have not taken or received, and undertake that until the Final
Settlement Date, they shall not take or receive the benefit of any security or any money or property
from the Issuer or any other Person in respect of their obligations under this Guarantee.

4
2.6 Continuing Security

This Guarantee shall be a continuing guarantee remaining in full force and effect until the Final
Settlement Date to the satisfaction of the Debenture Trustee, such satisfaction being evidenced by
a written notice thereof from the Debenture Trustee, notwithstanding any intermediate settlement
of account or other matter.

2.7 Liability Unconditional

(a) The liability of the Guarantors shall not be affected or reduced nor shall this Guarantee be
discharged by reason of:
(i) the Incapacity of the Issuer, the Guarantors or any other Obligor or any other
Person liable or any change in the name, organization, management or corporate
status of the Issuer, the Guarantors or any other Person liable or any absence or
deficiency (including irregularity in the exercise of such powers) or power on the
part of the Guarantor(s) to give guarantees or indemnities or any irregularity in the
exercise of such powers or any change in ownership of the Issuer, the Guarantors
or any other Person liable or any purported assignment by the Issuer, the
Guarantors or any other Person liable or acquisition of or nationalisation or
expropriation of the Issuer, the Guarantors or any other Person liable and/or of any
of their assets (or any part thereof), or any change in the constitution of the
Debenture Trustee or any of the other Secured Party or any present or future law
or regulation purporting to prejudice any of the obligations or liabilities of the
Issuer or the Guarantors or any other Obligor or any other Person liable or any
dispute between any Secured Party and the Issuer or any other Person liable;
(ii) the Secured Parties granting any time, indulgence or concession to, or
compounding with, discharging, releasing or varying the liability of, the Issuer, the
Guarantors or any other Obligor or any other Person liable or renewing,
determining, varying or increasing any accommodation, facility or transaction or
otherwise dealing with the same in any manner whatsoever or concurring in,
accepting or varying any compromise, arrangement or settlement or omitting to
claim or enforce payment from the Issuer, the Guarantors or any other Obligor or
any other Person liable;
(iii) the existence of any security, guarantee, rights or remedies available to any of the
Secured Parties or by the same becoming wholly or in part void, voidable or
unenforceable on any ground whatsoever;
(iv) the taking, variation, compromise, exchange, renewal or release of or refusal or
neglect to perfect, take up or enforce, any rights against, or security over, the assets
of the Issuer, the Guarantors or any other Obligor or any other Person liable or
another guarantee or any non-presentation or non-observance of any formality or
other requirement in respect of any instrument or any failure to realise the full
value of any security;
(v) any unenforceability, illegality or invalidity of any obligation of any Person under
the Debenture Documents or any unenforceability, illegality or invalidity of the
obligations of the Guarantors under this Guarantee or of the Issuer under any
Debenture Documents or the unenforceability, illegality or invalidity of the
obligations of any Person under any other document or any security; or
(vi) any other act or omission which would but for this provision operate to exonerate,
impair or discharge the Guarantors.

5
 (b) The Guarantors hereby agree and give consent to the sale, mortgage, hypothecation on first
ranking or any other rank and/or pari-passu basis, release etc., of any of its own assets
which form part of the Security and any of the assets of the Issuer which form part of the
Security, from time to time as may be approved by the Debenture Trustee and the
Debenture Holders or to the release or license or leasing out by the Debenture Trustee
and/or the Debenture Holders of any or all of the assets charged in favour of or for the
benefit of the Debenture Trustee or the Debenture Holders under the Debenture
Documents on such terms and conditions as the Debenture Trustee and the Debenture
Holders may deem fit pursuant to the Debenture Documents and this may be treated as the
standing and continuing consent for each and every individual act of sale, transfer,
mortgage, hypothecation, release or lease of any assets of the Issuer. The Guarantors
hereby declare and agree that no separate consent for such sale, transfer, mortgage,
hypothecation, release or lease of any such assets would be necessary in future.

(c) The Guarantors hereby agree that, without the consent of the Guarantors, the Issuer, and
any Secured Party shall be at liberty to vary, alter or modify the terms and conditions of
the Debenture Documents and in particular to renew/ extend the tenure of the Debentures
for such periods on such terms and conditions as may be mutually agreed between the
Debenture Holders and the Issuer and/or to defer, postpone or revise the
repayment/redemption of the principal amounts in relation to the Debentures and/or
payment of coupon, interest, commission, premium and other monies payable by the Issuer
to the Secured Parties on such terms and conditions as may be considered necessary or
desirable by the Secured Parties, including any increase in the rate of interest or coupon or
commission in accordance with the provisions of the Debenture Documents and no further
consent of the Guarantors is required for any such variation, alteration or modification. The
Guarantors waive any rights available to them under sections 133, 134, 135, 139 and 141
of the Indian Contract Act, 1872.
(d) The Guarantors hereby agree and declare that the Debenture Trustee, subject to Section 2.2
hereof, shall be entitled at any time and without notice to the Guarantors or the Issuer to
combine or consolidate all or any of the Guarantors’ accounts and liabilities with or to the
Secured Parties or set off or transfer any sum or sums standing to the credit of one or more
of such accounts in or towards the satisfaction of the Guarantors’ liability to the Debenture
Trustee and/or the other Secured Parties under this Guarantee.

2.8 Collateral

The Secured Parties shall not be obliged to make any claim or demand on the Issuer or to resort to
any security or other means of payment now or hereafter held by or available to them before
enforcing this Guarantee and no action taken or omitted by them in connection with any such
security or other means of payment shall discharge, reduce, prejudice or affect the liability of the
Guarantors under this Guarantee nor shall the Secured Parties be obliged to apply any money or
other property received or recovered in consequence of any enforcement or realisation of any such
security or other means of payment in reduction of the Guaranteed Liabilities.

2.9 Waiver of Guarantor's rights

(a) Until the Final Settlement Date, the Guarantors agree that, without the prior written consent
of the Debenture Trustee, they shall not:
(i) demand or accept repayment in whole or part of any indebtedness now or hereafter
due to the Guarantors from the Issuer or from any other Person liable or demand
or accept any security in respect of such indebtedness provided that if the

6
 Debenture Trustee so requires, the Guarantors shall receive and/ or enforce such
indebtedness and all monies received thereto shall be held separately from the
other assets of the Guarantors and in trust for the Debenture Trustee and the
Debenture Holders and be applied towards discharge of the Guaranteed Liabilities
in such manner as the Debenture Trustee may deem fit;
(ii) exercise its rights of subrogation, reimbursement, indemnity, exoneration and
contribution against the Issuer or any other Person liable in relation to the
Guaranteed Liabilities;
(iii) exercise its suretyship and other rights, which the Guarantors might otherwise be
entitled to enforce in relation to the Guaranteed Liabilities;
(iv) take any step to enforce any right against the Issuer or any other Person liable in
respect of any security in relation to the Guaranteed Liabilities; or
(v) claim any set-off or counterclaim against the Issuer or any other Person liable or
claim or prove in competition with the Debenture Trustee or the other Secured
Parties in the winding up, insolvency or liquidation proceedings of the Issuer or
any other Obligor liable or have the benefit of, or share in, any payment from or
composition with, the Issuer or any other Obligor liable or any other security now
or hereafter held by the Secured Parties for any Guaranteed Liabilities or for the
obligations or liabilities of any other Obligor liable.

(b) The Guarantors hereby assent to all of the terms of this Guarantee and waive: (i) acceptance
and notice of acceptance of this Guarantee from the Debenture Trustee or the other Secured
Parties; (ii) demand upon the Issuer for the performance or observance of all or any of the
obligations under the Debenture Documents; (iii) presentment, protest or notice of
dishonour upon the Issuer of all or any of the obligations under the Debenture Documents;
and (iv) notice of the occurrence of any Event of Default or Potential Event of Default or
any other notice of any kind whatsoever.

2.10 Unconditional and Conclusive Demand

The Guarantors hereby unconditionally and irrevocably undertake to make all payments to the
Secured Parties pursuant to the terms of this Guarantee, forthwith, as and when any demand is made
by the Debenture Trustee (on behalf of itself or the other Secured Parties), until the Final Settlement
Date, without any demur or protest or contest, without any reference to the Issuer and without
raising any objection or issue whatsoever.

Any such demand made by the Debenture Trustee on the Guarantors shall, in the absence of
manifest error, be final, conclusive and binding on the Guarantors notwithstanding any dispute or
difference in respect of any default under the Debenture Documents or between the Issuer on the
one hand and the Debenture Trustee and the Debenture Holders, on the other hand.

2.11 Discharge

The Guarantors hereby agree and acknowledge that notwithstanding any discharge, release or
settlement from time to time between the Debenture Trustee and/or Debenture Holders, on the one
hand, and the Guarantors and/or the Issuer, on the other hand, if any payment made by the
Guarantors or the Issuer to the Debenture Trustee or any Debenture Holder, is avoided or set aside
or ordered to be surrendered, paid away, refunded or reduced including by virtue of any provision
of law or enactment relating to bankruptcy, insolvency, liquidation, winding-up, composition or
arrangement or otherwise, the Debenture Trustee (on behalf of the Debenture Holders) shall be

7
 entitled to enforce this Guarantee as if no such discharge, release or settlement had occurred and as
if no such payment had been made.

2.12 Multiple Demands

Until the Final Settlement Date, the Debenture Trustee (on behalf of itself and the Debenture
Holders), may make any number of demands under this Guarantee. Provided, however, such
demands shall not prejudice or affect the rights of the Debenture Trustee to make further additional
invocations or demands till the Final Settlement Date.

3. PAYMENTS AND TAXES

3.1 No Set-Off or Counterclaim

All payments to be made by the Guarantors under this Guarantee shall be made in full, without any
set-off or counterclaim whatsoever and subject to Section 3.2, free and clear of any deductions or
withholdings.

3.2 Grossing Up for Taxes

The Guarantors undertake and confirm that all amounts payable by the Guarantors under this
Guarantee will be made free and clear of and without deduction or withholding for or on account
of any Tax or levy, unless the Guarantors are prohibited by law from doing so, in which event the
Guarantors shall gross up the payment amount such that the net payment received by the Debenture
Trustee and/or the Debenture Holders after any deduction or withholding equals the amounts called
for under this Guarantee except if the deduction or withholding was made in respect of any Taxes
calculated with reference to the net income received by any Secured Party, provided that the
Guarantors deliver the tax deduction or withholding certificates or other evidence showing that the
full amount of any such deduction or withholding has been paid over to the relevant taxation or
other authority within the time required by Applicable Law.

4. REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties

Each Guarantor, jointly and severally, represents and warrants to the Debenture Trustee that:
a) it is a company duly incorporated and validly existing under the laws of the jurisdiction of
its incorporation and has the power to carry on its business as it is presently being
conducted;
b) this Guarantee has been duly and validly executed and delivered by it and the obligations
expressed to be assumed by it constitute its legal, valid and binding obligations enforceable
against it in accordance with its terms;
c) it has the power, authority and capacity to enter into and perform this Guarantee and the
transactions contemplated by this Guarantee;
d) it has done all acts, conditions and things (corporate or otherwise) required to be done,
fulfilled or performed for the execution and delivery of this Guarantee and for the
performance of its duties and obligations under this Guarantee, and all authorisations
(corporate or otherwise) required, essential or desirable for the execution of this Guarantee

8
 and for the performance of the Guarantors’ obligations in terms of and under this Guarantee
have been done, fulfilled, obtained, effected and performed and are in full force and effect
and no such authorisation has been or is threatened to be, revoked or cancelled and no
limitation on its powers to give guarantees will be exceeded as a result of it giving this
Guarantee;
e) the entry into, delivery and performance by it of, and the transactions contemplated by, this
Guarantee do not (i) contravene any provision of any law (including Sections 185 and 186
of the Companies Act, 2013), statute, rule or regulation or any order, writ, injunction or
decree of any court or Government Authority, (ii) conflict with its constitutional documents
(including the memorandum of association and the articles of association); (iii) conflict
with or result in a breach of any terms, covenants, conditions or provisions of, or constitute
a default under any agreement, contract or instrument to which it is a party or by which it
or any of its property or assets may be bound; or (iv) result in the creation or imposition
of, or oblige the Guarantors, to create any encumbrance on any of its undertakings, assets,
rights or revenues;
f) it will not be entitled to and will not claim immunity for itself or any of its assets from a
suit, execution, attachment or other legal process in any proceedings in relation to this
Guarantee;
g) except as disclosed in writing by the Guarantor to the Debenture Trustee as on the date of
this Guarantee, there are no actions, suits, proceedings, investigations, litigations,
arbitrations, claims, disputes, show-cause notices or any other legal and/or quasi-legal
and/or administrative proceedings and/ or other proceedings pending or threatened before
any court or tribunal or before any arbitrator or any other Government Authority against it
or any of its assets which may adversely affect its obligations under this Guarantee and/ or
the interest of the Debenture Trustee or the Debenture Holders;
h) all information communicated to or supplied by or on behalf of the Guarantor to the
Debenture Trustee from time to time, is true, fair, correct, accurate and complete in all
respects as on the date on which it was communicated or supplied or as at the date (if any)
at which it is stated and nothing has occurred since the date of communication or supply
of any information to the Debenture Trustee, which renders such information untrue or
misleading in any respect;
i) it is not in breach of or in default under any agreement relating to any indebtedness to
which it is a party or by which it or any of its assets may be bound, which breach or default
is continuing under such agreement and where the effect of such breach or default is to
accelerate or to permit the acceleration of such indebtedness;
j) it is not necessary to file, register or otherwise record this Guarantee in any court, public
office or elsewhere in India or other than the payments already made, to pay any stamp,
registration or similar tax on or in relation to this Guarantee to ensure the validity, legality,
effectiveness, enforceability or admissibility in evidence hereof;
k) it is subject to civil and commercial laws with respect to its obligations under this
Guarantee and the execution and delivery of this Guarantee constitutes, and the Guarantor’s
performance of and compliance with its obligations under this Guarantee will constitute,
private and commercial acts;
l) as on the date of this Guarantee, it neither has any material liabilities (contingent or
otherwise) nor any unrealized or anticipated losses arising from commitments entered into
by the Guarantors, other than pursuant to its respective Other Entities Debenture
Documents;
m) it’s obligations under this Guarantee are direct, general and unconditional obligations of
the Guarantor and rank at least pari passu with all other present and future unsecured and
unsubordinated indebtedness with the exception of any obligations which are mandatorily
preferred by law;

9
 n) the financial statements in respect of the Guarantors delivered to the Debenture Trustee,
including those that were delivered to the Debenture Trustee prior to the date of this
Guarantee (including where applicable the audited accounts of the Guarantors as audited
by the statutory auditor of the Guarantors), are the most recent financial statements
available and such financial statements were prepared in accordance with generally
accepted accounting principles applied consistently in India, and give a true and fair view
of the financial condition of the Guarantors and of the operations of the Guarantors at the
date as of which they were prepared. There has been no material change in the financial
condition or the operations of the Guarantors from the date on which such financial
statements were prepared or drawn up.

4.2 Repetition

The representations and warranties set forth or deemed to be set forth in Section 4.1 are given and
made on the Effective Date, and shall survive the execution of this Guarantee and shall be deemed
to be repeated on each day until the Final Settlement Date as though made on and as of such date.

5. COVENANTS

5.1 Affirmative Covenants

5.1.1 The Guarantors undertake that, from the date of this Guarantee and until the Final Settlement Date,
they shall:

1. Notice of Default

promptly inform the Debenture Trustee of any occurrence of any event which might
reasonably be expected to adversely affect the ability of the Guarantors to perform their
respective obligations under this Guarantees or the Deed or any other Debenture
Documents and of the occurrence of any Potential Event of Default or Event of Default;

2. Consents and Licenses

obtain or cause to be obtained, maintain in full force and effect and comply in all respects
with the conditions and restrictions (if any) imposed in, or in connection with, every
Clearance, consent, authorisation, license or approval of governmental or public bodies or
authorities or courts and do, or cause to be done, all other acts and things which may from
time to time be necessary or desirable under Applicable Law for the continued performance
of all their obligations under this Guarantee;

3. Pari Passu

ensure that their obligations under this Guarantee shall at all times rank at least pari passu
with all their other present and future unsecured and unsubordinated indebtedness with the
exception of any obligations which are mandatorily preferred by law;

10
4. Tax Filings

file all tax returns and pay all Taxes and fees, including in relation to stamp duties and
registration fees, due and payable by them including any taxes payable in relation to this
Guarantee;

5. Provision of Other information

on written request, provide the Debenture Trustee with such financial and other information
concerning the Guarantors and their affairs in relation to their obligations under their
respective Debenture Documents as the Debenture Trustee may from time to time require.

6. Capital Structure and Solvency

not implement any scheme of amalgamation or reorganization or demerger or compromise

or reconstruction or wind up, liquidate or dissolve its affairs other than as permitted under
their respective Other Entities Debenture Documents for such Guarantor,.

7. ensure that each of them are legally entitled to and possessed of such powers to
execute, deliver and perform the terms and provisions of this Guarantee and have taken
and will take as required all the necessary steps for the execution, delivery and performance
of this Guarantee. Further, each Guarantor shall promptly obtain, comply with and do all
that is necessary to maintain in full force and effect and supply certified copies to the
Debenture Trustee of, any authorisation (including but not limited to any RBI approvals, if
any) required under any law or regulation of India to enable it to perform its obligations
under this Guarantee and the other Debenture Documents (to which it is a party) and to
ensure the legality, validity, enforceability or admissibility in evidence of this Guarantee
and the other Debenture Documents to which it is a party.

8. comply in all respects with all Applicable Laws to which it may be subject and
shall at all times carry on and conduct its affairs in a lawful manner and shall comply with
such other conditions as may be stipulated by the Debenture Trustee from time to time on
account of requirement of any Applicable Law.

9. not do or suffer to be done or be party or privy to any act, matter or thing which
may, in any manner prejudicially affect the guarantee and the rights created in favour of
and for the benefit of the Debenture Holders or the Debenture Trustee hereunder or under
the other Debenture Documents.

10. keep proper books of record and accounts adequate to reflect truly, accurately and
fairly its financial condition and results of operations, in which full, true and correct entries
shall be made in conformity with applicable Law and generally accepted accounting
principles in India.

11. carry out such alterations to its constitutional documents as may be required by the
Debenture Holders to give effect to the provisions of this Guarantee and the other
respective Debenture Documents (to which each Guarantor is a party, respectively).

11
 12. without prejudice to Section 8.2, bear and discharge all stamp duty, registration
fees and any other fees whatsoever, payable at any time in connection with the guarantee
under this Guarantee.

13. at all times during the continuance of these presents pay all Taxes (other than Taxes
Contested in Good Faith) immediately when the same shall have become due.

14. execute such other deeds or documents as may be required by the Debenture
Trustee to further protect and / or enforce this Guarantee and the other Debenture
Documents (to which such Guarantors is a party).

15. agree that the Debenture Holders and/or the Debenture Trustee have an absolute
right to call upon the Guarantors to declare on oath the details of all its assets and when
called upon, the Guarantors will unconditionally, within a period of 3 (three) days, declare
on oath, the details of all its assets (whether moveable or immoveable, whether tangible or
intangible), whether held solely or jointly.

(p) not permit any change in the general nature of the business of the Guarantor(s),
ownership or control of the Guarantor(s) (both management and shareholding) whereby
the effective beneficial ownership or control of the Guarantor(s), as represented to the
Debenture Holders, shall change either directly or indirectly, other than as permitted
under their respective Other Entities Debenture Documents for such Guarantor;

5.1.2 The Guarantors further covenant and agree that, so long as the Guaranteed Liabilities are
outstanding, and until the Final Settlement Date, the Guarantors shall not, without the prior
written consent of the Debenture Trustee make any amendments in its constitutional
documents, including but not limited to its memorandum of association and articles of
association (as may be applicable) which may adversely affect any rights of the Debenture
Holders or the Debenture Trustee under this Guarantee or under any other Debenture
Document.

5.1.3 Each Guarantor shall promptly furnish to the Debenture Trustee copies of all the notices
and documents that are required to be given pursuant to this Section, as applicable, and in
all cases within 2 (two) Business Days after such Guarantor obtains knowledge thereof, the
Guarantor shall provide the information/ notice to the Debenture Trustee of the following:

(a) details of any event which results in or is likely to result in the occurrence of Material
Adverse Effect;
(b) the details of any litigation, arbitration or administrative proceedings which are current,
threatened (in writing) or pending against the Guarantors;
(c) the details of any notice of any application made in relation to the Guarantors under
the Insolvency Code or any notice received for winding up of the Guarantors, or for
appointment of a receiver in relation to any of assets or business or undertaking of the
Guarantors;
(d) the details of any proposal by any Government Authority to acquire compulsorily the
Guarantors or any part of the Guarantors’ business or assets;
(e) the occurrence of any event or the existence of any circumstances which constitutes or
results in any declaration, representation, warranty, covenant or condition under this
Guarantee or under any of the Debenture Documents to which the Guarantors is a party,
being or becoming untrue or incorrect in any respect.

12
5.2 Insolvency Disclosures

The Guarantors hereby provide specific consent to the Debenture Trustee and/or the Debenture
Holders for disclosing/submitting the ‘financial information’ as defined in Section 3(13) of the
Insolvency Act (“Financial Information”), in respect of the Debentures and this Guarantee, from
time to time, to any Information Utility, in accordance with the relevant rules/regulations framed
thereunder, and directions issued by RBI to the Debenture Trustee and/or the Debenture Holders
from time to time and hereby specifically agrees to promptly but in any event within 7 (seven) days
of communication to the Information Utility by the Debenture Trustee and/or the Debenture
Holders, authenticate the Financial Information submitted by the Debenture Trustee and the
Debenture Holders as required under the Insolvency Act.

The Guarantors shall bear all the cost and expenses incurred by the Debenture Trustee and the
Debenture Holders either directly or indirectly towards sharing of all information relating to this
Guarantee, including but not limited to the nature and amount of debt guaranteed herein, with
Information Utilities in a manner as may be required by the Insolvency Act and update the
information from time to time.

The Guarantors hereby agree and undertake that as and when required by the Debenture Trustee
and the Debenture Holders, they shall seek and submit reports/ information from the Information
Utilities.

6. BENEFIT OF THIS GUARANTEE

6.1 Benefit and Burden

This Guarantee shall be binding on the Guarantors and their successors in title and shall inure for
the benefit of the Debenture Trustee and the Debenture Holders and their successors in title and
its assignees, novatees and transferees. The Guarantors irrevocably and unconditionally confirm
that they shall continue to be bound by the terms of this Guarantee, notwithstanding any
assignment, novation or transfer by the Debenture Trustee or the Debenture Holders of any of their
rights or obligations in accordance with the relevant Debenture Documents and that such assignee,
novatee or transferee shall acquire an interest in this Guarantee upon the assignment, novation or
transfer taking effect. The Guarantors agree that in addition to the Debenture Trustee, the
Debenture Holders shall be entitled to call upon the Guarantors to perform the terms of this
Guarantee, and upon any such demand, the Guarantors shall, without any protest or demur,
perform the obligations under this Guarantee in favour of any such Debenture Holder.

Notwithstanding any of the provisions of the Indian Contract Act, 1872 or any other Applicable
Law, or any terms and conditions to the contrary contained in the Debenture Documents and/or
this Guarantee, the Debenture Holders may, at their absolute discretion, appropriate any payments
made by the Issuer or Guarantors and any amounts realised by the Debenture Holders by
enforcement of security or otherwise, towards the dues payable by the Issuer to the Debenture
Holders under the Debenture Documents and/or any other agreements whatsoever between the
Issuer and the Debenture Holders and in any manner whatsoever. Notwithstanding any such

13
 appropriation by the Debenture Holders towards settlement of any dues payable by the Issuer to
the Debenture Holders under any other agreements between the Issuer and the Debenture Holders,
the Guarantors shall continue to remain liable to the Debenture Holders for all
outstanding/remaining amounts in respect of the Debentures.

6.2 Changes in organization or reorganization of the Debenture Trustee

For the avoidance of doubt and without prejudice to the provisions of Section 6.1, this Guarantee
shall remain binding on the Guarantors notwithstanding any change in the organization of the
Debenture Trustee or its absorption in, amalgamation with, merger with, or the acquisition of all or
part of their undertaking or assets by, any other person, or any reconstruction or reorganization of
any kind, to the intent that this Guarantee shall remain valid and effective in all respects in favour
of any assignee, novatee, transferee or other successor in title of the Debenture Trustee in the same
manner as if such assignee, novatee, transferee or other successor in title had been named in this
Guarantee as a party instead of, or in addition to, the Debenture Trustee.

6.3 Assignment

The Guarantors shall not assign, novate or transfer any of their rights or obligations under this
Guarantee..

6.4 DISCLOSURE OF INFORMATION

The Guarantors hereby agrees, confirms and undertakes that the Debenture Trustee and/or the
Debenture Holders shall be entitled to disclose all or any:
a) information and data relating to the Issuer, the Guarantors and/or their directors;
b) information or data furnished by the Issuer and/or the Guarantors to the Debenture Trustee
and/or the Debenture Holders;
c) information and data relating to the Debentures;
d) obligations assumed / to be assumed by the Issuer and/or the Guarantors hereunder and under
the Debenture Documents; and
e) default, if any, committed by the Issuer and/or the Guarantors in discharge of its/their
obligations,
to any bank, financial institution, RBI, CIBIL, CIC and/or any other agency/credit bureau
authorised in this behalf by the RBI.

RBI, CIBIL, CIC and/or any other agency/credit bureau, so authorized by RBI, may use and/or
process the aforesaid information and data disclosed by the Debenture Trustee and/or the Debenture
Holders in the manner as deemed fit by them.

RBI, CIBIL, CIC and/or any other agency/credit bureau so authorised by RBI may furnish for
consideration, the processed information and data or products thereof prepared by them, to other
banks / financial institutions and other credit grantors or registered users, as may be specified by
RBI in this behalf. The information and data furnished by the Guarantors to the Debenture Trustee
and/or the Debenture Holders from time to time shall be true and correct.

The Guarantors agree as a precondition of the Debenture Trustee and the Debenture Holders relying
upon this Guarantee that in case of default by them in discharging their respective obligations under
this Guarantee, the Debenture Trustee and/or the Debenture Holders and/or the RBI, CIBIL, CIC
and/or any agency/credit bureau so authorised by the RBI, will have an unqualified right to disclose

14
 or publish the name of the Guarantors and/or the Issuer (including its/their directors) as a defaulter
in such manner and through such medium as the Debenture Trustee and/or the Debenture Holders
and/or the RBI, CIBIL, CIC and/or agency/credit bureau so authorised by the RBI, in their absolute
discretion may deem fit and the Debenture Trustee and/or the Debenture Holders shall be entitled
to, either jointly or severally to take appropriate action or initiate appropriate proceedings for
recovery of its/their respective dues at its/their sole discretion in addition to taking further action
or actions under any applicable Laws.

The Guarantors agree and confirm that the Debenture Trustee and/or the Debenture Holders shall
have the right to share credit information of the Issuer and the Guarantors as deemed appropriate
by CIBIL or any other institution/agency/credit bureau as approved by RBI, from time to time.

7. MISCELLANEOUS

7.1 Notices

(a) All notices and other communications provided for hereunder shall be (i) in writing and
(ii) faxed, emailed or sent by person, overnight courier (if for inland delivery) or
international courier (if for overseas delivery) to a Party hereto at its address and contact
details mentioned below or as per such other details as are designated by such Party in a
written notice to the other Party hereto.

Guarantor 1

Attn: Mr T.C.Pattabiraman, CFO, Vector Green Energy Private Limited

Address: Vector Green Energy Private Limited, 328/329, G Wing, Kanakia Zillion
LBS Road, Bandra Kurla Complex Road, Annex, Kurla West, Mumbai,
Maharashtra 400070;
Ph No.: +91 22 62865600
Fax: NA
Email: [email protected]

Guarantor 2

Attn: Mr T.C.Pattabiraman, CFO, Vector Green Energy Private Limited

Address: Vector Green Energy Private Limited, 328/329, G Wing, Kanakia Zillion
LBS Road, Bandra Kurla Complex Road, Annex, Kurla West, Mumbai,
Maharashtra 400070;
Ph No.: +91 22 62865600
Fax: NA
Email: [email protected]
Guarantor 3

Attn: Mr T.C.Pattabiraman, CFO, Vector Green Energy Private Limited

15
 Address: Vector Green Energy Private Limited, 328/329, G Wing, Kanakia Zillion
LBS Road, Bandra Kurla Complex Road, Annex, Kurla West, Mumbai,
Maharashtra 400070;
Ph No.: +91 22 62865600
Fax: NA
Email: [email protected]

Guarantor 4

Attn: Mr T.C.Pattabiraman, CFO, Vector Green Energy Private Limited

Address: Vector Green Energy Private Limited, 328/329, G Wing, Kanakia Zillion
LBS Road, Bandra Kurla Complex Road, Annex, Kurla West, Mumbai,
Maharashtra 400070;
Ph No.: +91 22 62865600
Fax: NA
Email: [email protected]

Guarantor 5

Attn: Mr T.C.Pattabiraman, CFO, Vector Green Energy Private Limited

Address: Vector Green Energy Private Limited, 328/329, G Wing, Kanakia Zillion
LBS Road, Bandra Kurla Complex Road, Annex, Kurla West, Mumbai,
Maharashtra 400070;
Ph No.: +91 22 62865600
Fax: NA
Email: [email protected]

Debenture Trustee
Attn: General Manager – Operation Head
Address: The Ruby , 2nd Floor , SW , 29 Senapati Bapat Marg , Dadar west,
Mumbai – 400 028
Ph No.: 022-62300451
Fax: 022-62300700
Email [email protected]

(b) All such notices and communications shall be effective (i) if sent by facsimile, when sent
(on receipt of a confirmation to the facsimile number); (ii) if sent by email, when sent; (iii)
if sent by person, when delivered; (iv) if sent by courier, (a) 1 (one) Business Day after
deposit with an overnight courier if for inland delivery and (b) 5 (five) Business Days after
deposit with an international courier if for overseas delivery and (v) if sent by registered
letter when the registered letter would, in the ordinary course of post, be delivered whether
actually delivered or not.

(c) An original of each notice and communication sent by facsimile or email shall be
dispatched by person, overnight courier (if for inland delivery) or international courier (if
for overseas delivery) and, if such person or courier service is not available, by registered

16
 airmail (or, if for inland delivery, registered first class mail) with postage prepaid, provided
that the effective date of any such notice shall be determined in accordance with sub-section
(b), without regard to the dispatch of such original.

(d) Provided however that any notice or communication to the Debenture Trustee shall be
effective only on actual receipt by the authorised officer of the Debenture Trustee for whose
attention the notice or communication has been expressly marked. In proving such receipt,
it shall be sufficient to prove that personal delivery was made or in the case of prepaid
recorded delivery, registered post or by courier, that such notice or other written
communication was properly addressed and delivered or in the case of a facsimile message,
that an activity or other report from the sender’s facsimile machine can be produced in
respect of the notice or other written communication showing the recipient’s facsimile
number and the number of pages transmitted. In case of personal delivery of any notice or
communication a copy of the same shall be signed by the Debenture Trustee, which shall
constitute due acknowledgement of the delivery. Any email to be sent to the Debenture
Trustee, will be effective only when actually sent to the email ID as stated in this Section
and provided that no delivery failure notification is received by the sender of the email.

7.2 No Implied Waivers, Remedies Cumulative

No failure or delay on the part of the Debenture Trustee and the Debenture Holders, in exercising
any right, power or privilege hereunder or under any other the Debenture Documents, and no course
of dealing between the Issuer and/or the Guarantors on the one hand and the Debenture Trustee
and/or the Debenture Holders on the other hand, shall impair any such right, power or privilege, or
operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege
hereunder or under the Debenture Documents preclude any other or further exercise thereof, or the
exercise of any other right, power or privilege hereunder or thereunder. The rights, powers and
remedies herein or in any other Debenture Document or otherwise expressly provided are
cumulative and not exclusive of any rights, powers or remedies which the Secured Parties would
otherwise have. No notice to or demand on the Guarantors in any case shall entitle the Guarantors
to any other or further notice or demand in similar or other circumstances or constitute a waiver of
the rights of the Debenture Trustee and the other Secured Parties to any other or further action in
any circumstances without notice or demand.

7.3 Expenses

The Guarantors agree to reimburse the Debenture Trustee and the other Secured Parties on demand
for all legal and other costs, charges and expenses on a full and unqualified indemnity basis which
may be incurred by them in relation to the enforcement of this Guarantee.

7.4 Counterparts

This Guarantee may be executed in any number of counterparts and by the parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original, but all the
counterparts shall together constitute one and the same instrument.

7.5 Severability

The invalidity, illegality or unenforceability of any provision (in whole or part) of this Guarantee
under any Applicable Laws shall not impair, invalidate or affect the remaining provisions
(including in case of partial invalidity, the valid part of the affected provision) of this Guarantee.

17
7.6 Amendment

Any amendment to this Guarantee shall be in writing and would need the consent of all the Persons
who are parties to it. Any waiver of any of the rights of any of the parties to this Guarantee shall be
in writing and not operate as a waiver for all subsequent similar events.

7.7 Evidence of Debt

In any dispute between the Guarantors and the Debenture Trustee, including any Legal
Proceedings, the entries made in the accounts by the Debenture Trustee and Debenture Holders
shall (including the entries made by the Debenture Trustee with the Information Utilities pursuant
to the Insolvency Code), save for any manifest error, be conclusive evidence of the existence and
amount of obligations of the Guarantors as therein recorded.

7.8 Survival

All indemnities set forth herein and the other provisions, which by their nature are intended to
survive or customarily survive termination shall survive the Final Settlement Date.

7.9 Further Assurances

The Guarantors shall, at their own costs and expense, execute and deliver to the Debenture Trustee
such further instruments and shall take such further actions as the Debenture Trustee may, from
time to time, request in order to carry out the intent and provisions of this Guarantee.

7.10 Effective Date

This Guarantee shall come into effect from the date on which the Issuer complies with all
conditions, if any, in the No-Objection Certificates stipulated for the release of security held by the
Existing Lenders/for the creation of Security Interest proposed to be created pursuant to the
Debenture Documents, (“Effective Date”). This Guarantee shall remain in full force and effect
from the Effective Date until the Final Settlement Date. Any references to ‘date of this Guarantee’
or ‘date hereof’ in this Guarantee shall be construed to mean the Effective Date.

7.11 Set Off

The Guarantors agree and confirm that the Debenture Holders shall have the paramount right of
set-off and lien, irrespective of any other lien or charge, present as well as future, on the deposits
of any kind and nature (including fixed deposits) held/ balances lying in any accounts of the
Guarantors held by / under the control of the Debenture Holders and/or their group companies
and that the Debenture Holders shall be entitled to adjust appropriate or set-off all monies held by
the Debenture Holders to the credit of or for the benefit of the Guarantors on any account or
otherwise howsoever towards the discharge and satisfaction of the liability of the Guarantors under
these presents.

The Guarantors agree that in addition to any rights, now or hereafter granted under Applicable
Law or otherwise, upon the occurrence and continuation of an Event of Default, the Debenture
Holders are hereby authorized at any time or from time to time, to set off and to appropriate and
apply any and all deposits (general or special) at any time held or owing to Debenture Holders
(including, without limitation, by any branches and agencies of the Debenture Holders wherever

18
 located) to or for the credit or the account of the Guarantors against and on account of the
obligations and liabilities of the Guarantors due and payable to the Debenture Holders under this
Guarantee or under any other credit agreement executed by the Guarantors with the Debenture
Holders (including, without limitation, by any branches and agencies of the Debenture Holders
wherever located).

8. GOVERNING LAW AND JURISDICTION

8.1 Governing Law

This Guarantee shall be governed by and shall be construed in accordance with the laws of India.

8.2 Jurisdiction

(a) The Guarantors agree that the courts and tribunals in New Delhi shall have exclusive jurisdiction
to settle any disputes which may arise out of or in connection with this Guarantee and that
accordingly, any dispute arising out of or in connection with this Guarantee shall be brought in
such courts or the tribunals, and the Guarantors irrevocably submit to and accept for themselves
and with respect to their property, generally and unconditionally, the jurisdiction of those courts or
tribunals.

(b) The Guarantors irrevocably waive any objection now or in future, to decide the venue of any Legal
Proceedings in the courts and tribunals at New Delhi and any claim that any such Legal Proceedings
have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any
Legal Proceedings brought in the courts and tribunals at New Delhi shall be conclusive and binding
upon it and may be enforced in the courts of any other jurisdiction, (subject to the laws of such
jurisdiction) by a suit upon such judgment, a certified copy of which shall be conclusive evidence
of such judgment, or in any other manner provided by law.

(c) Subject to proviso herein in sub-section (c), the Secured Parties agree to submit to the exclusive
jurisdiction of the courts and tribunals of New Delhi prior to occurrence of any default/breach
(including Potential Event of Default) under the Debenture Documents. Provided that nothing shall
limit any right any right of the Debenture Trustee or the Debenture Holder to take Legal
Proceedings in any other court or tribunal of competent jurisdiction with respect to any
default/breach (including Potential Event of Default) under the Debenture Documents, nor shall
the taking of Legal Proceedings in one or more jurisdictions preclude the taking of Legal
Proceedings in any other jurisdiction whether concurrently or not and the Guarantors irrevocably
submit to and accept for themselves and in respect of their properties, generally and
unconditionally, the jurisdiction of such court or tribunal, and the Guarantors irrevocably waive
any objection it may have now or in the future to the laying of the venue of any Legal Proceedings
and any claim that any such Legal Proceedings have been brought in an inconvenient forum.

(d) The Guarantors hereby consent generally in respect of any Legal Proceedings arising out of or in
connection with this Guarantee to the giving of any relief, including interim and/or equitable reliefs,
and relief for specific performance, or the issue of any process in connection with such Legal
Proceedings including, without limitation, the making, enforcement or execution of any order or
judgment which may be made or given in such Legal Proceedings.

(e) To the extent that the Guarantors may in any jurisdiction claim for themselves or their assets
immunity from suit, execution, attachment (whether in aid of execution, before judgment or

19
otherwise) or other legal process and to the extent that in any such jurisdiction there may be
attributed to themselves or their assets such immunity (whether or not claimed), the Guarantors
hereby irrevocably agree not to claim, and hereby irrevocably waive, such immunity.

20
IN WITNESS whereof the parties to this Guarantee have caused this Guarantee to be duly executed as
a deed on the date first above written.

SIGNED AND DELIVERED by the within named

CITRA REAL ESTATE LIMITED in its capacity as
the Guarantor 1 by the hand of

__________________________________ pursuant to the

resolutions of its Board of Directors passed
in that behalf on June 17, 2021
SIGNED AND DELIVERED by the within named
MALWA SOLAR POWER GENERATION
PRIVATE LIMITED in its capacity as the Guarantor 2
by the hand of

__________________________________ pursuant to the

resolutions of its Board of Directors passed
in that behalf on June 17, 2021
SIGNED AND DELIVERED by the within named
PRIAPUS INFRASTRUCTURE LIMITED in its
capacity as the Guarantor 3 by the hand of

__________________________________ pursuant to the

resolutions of its Board of Directors passed
in that behalf on June 17, 2021
SIGNED AND DELIVERED by the within named
YARROW INFRASTRUCTURE PRIVATE
LIMITED in its capacity as the Guarantor 4 by the hand
of

__________________________________ pursuant to the

resolutions of its Board of Directors passed
in that behalf on June 17, 2021
SIGNED AND DELIVERED by the within named
SEPSET CONSTRUCTIONS LIMITED in its capacity
as the Guarantor 5 by the hand of

__________________________________ pursuant to the

resolutions of its Board of Directors passed
in that behalf on June 17, 2021
SIGNED AND DELIVERED by the within named
AXIS TRUSTEE SERVICES LIMITED, in its
capacity as the Debenture Trustee, by the hand of

_____________________________________________
__, its authorised official.