Orient Green Power : DLOF (Draft Offer Document filed with SEBI)

Draft Letter of Offer

Dated: May 15, 2024 For Eligible Shareholders only 24

(Please scan the QR Code to view the DLOF)

ORIENT GREEN POWER COMPANY LIMITED

Orient Green Power Company Limited ("Company" or "Issuer") was incorporated under the Companies Act, 1956 with the Registrar of Companies, Chennai, Tamil Nadu and consequently a certificate of incorporation dated December 6, 2006 and a certificate for commencement of business on January 18, 2007 was issued to our Company. At the time of incorporation, our registered office was located at No. 5, T.V. Street, Chetpet, Chennai 600 031, Tamil Nadu. Subsequently, pursuant to a circular resolution dated January 7, 2010, our Registered Office was shifted to Third Floor, Egmore Benefit Society Building, 25 Flowers Road, Chennai 600 084, Tamil Nadu, subsequently pursuant to circular resolution dated May 2, 2011, our registered office was shifted to Sigappi Achi Building, 4th floor, 18/3 Rukmani Lakshmipathy Road, Egmore, Chennai - 600 008, Tamil Nadu, India and pursuant to resolution dated February 5, 2021 passed by the Board of Directors, our Registered Office was changed to Bascon Futura SV, 4th Floor, No.10/1, Venkatanarayana Road, T. Nagar, Chennai - 600 017, Tamil Nadu, India.

Registered and Corporate Office: Bascon Futura SV, 4th Floor, No.10/1, Venkatanarayana Road, T. Nagar, Chennai - 600 017, Tamil Nadu, India; Tel: [phone]; Fax: N.A.

E-mail: [e-mail]; Website: www.orientgreenpower.com;

Contact Person: Kirithika Mohan, Company Secretary and Compliance Officer;

Corporate Identification Number: L40108TN2006PLC061665

OUR PROMOTERS- JANATI BIO POWER PRIVATE LIMITED, NIVEDANA POWER PRIVATE LIMITED, SYANDANA ENERGY PRIVATE LIMITED AND SVL

LIMITED

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF ORIENT GREEN POWER COMPANY LIMITED (THE "COMPANY" OR

THE "ISSUER") ONLY

WE HEREBY CONFIRM THAT NEITHER OUR COMPANY NOR OUR PROMOTERS OR DIRECTORS ARE WILFUL DEFAULTERS OR A FRAUDULENT

BORROWERS AS ON DATE OF THIS DRAFT LETTER OF OFFER

ISSUE OF UPTO [•] EQUITY SHARES OF FACE VALUE ₹ 10 EACH ("RIGHTS EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF ₹ [•] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF [•] PER EQUITY SHARE) (THE "ISSUE PRICE"), AGGREGATING UPTO ₹ 25,000 LAKHS ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF [•] ([•]) RIGHTS EQUITY SHARES FOR EVERY [•] ([•]) FULLY PAID-UP EQUITY SHARES HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON [•], [•] (THE "ISSUE"). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS [•] ([•]) TIMES OF THE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE REFER TO THE CHAPTER

TITLED "TERMS OF THE ISSUE" ON PAGE 302 OF THIS DRAFT LETTER OF OFFER.

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Rights Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Letter of Offer. Specific attention of the investors is invited to the section titled "Risk Factors" on page 27 of this Draft Letter of Offer.

OUR COMPANY'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer contains all information with regard to our Company and this Issue, which is material in the context of this Issue, that the information contained in this Draft Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect.

LISTING

The existing Equity Shares are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (together, the "Stock Exchanges"). Our Company has received 'in-principle' approvals from BSE and NSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide their letters dated [•] and [•], respectively. For the purpose of this Issue, the Designated Stock Exchange is [•].

LEAD MANAGERS TO THE ISSUE

REGISTRAR TO THE ISSUE

SUMEDHA FISCAL SERVICES LIMITED	SAFFRON CAPITAL ADVISORS PRIVATE LIMITED	CAMEO CORPORATE SERVICES LIMITED
6A Geetanjali, 6th Floor,	605, Sixth Floor, Centre Point, J.B. Nagar,	"Subramanian Building", No. 01,
8B Middleton Street, Kolkata - 700 071,	Andheri (East), Mumbai - 400 059,	Club House Road,
West Bengal, India.	Maharashtra, India	Mount Road, Chennai- 600 002,
Telephone: [phone]	Telephone: [phone]	Tamil Nadu, India.
Facsimile: N.A.	Facsimile: N.A.	Telephone: [phone]
Email id:[e-mail]	Email id:[e-mail]	Facsimile: N.A.
Website:www.sumedhafiscal.com	Website:www.saffronadvisor.com	Email: [e-mail]
Investor grievance:	Investor grievance:[e-mail]	Website:www.cameoindia.com
[e-mail]	Contact Person: Gaurav Khandelwal / Vipin Gupta	Online	Investor	Portal:	https://
Contact Person: Ajay K Laddha	SEBI Registration Number: INM 000011211	wisdom.cameoindia.com
SEBI Registration Number: INM000008753	Validity of Registration: Permanent	Contact Person: K. Sreepriya
Validity of Registration: Permanent		SEBI Registration No.: INR000003753
		Validity of Registration: Permanent

ISSUE PROGRAMME

ISSUE OPENS ON	LAST DATE FOR ON MARKET RENUNCIATION*	ISSUE CLOSES ON**
[•]	[•]	[•]

*Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.

**Our Board or a duly authorized committee thereof will have the right to extend the Issue period as it may determine from time to time, provided that this Issue will not remain open in excess of 30 (Thirty) days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

1

TABLE OF CONTENTS
SECTION I - GENERAL	3
DEFINITIONS AND ABBREVIATIONS	3
NOTICE TO INVESTORS	13
PRESENTATION OF FINANCIAL INFORMATION	16
FORWARD - LOOKING STATEMENTS	19
SUMMARY OF THIS DRAFT LETTER OF OFFER	21
SECTION II - RISK FACTORS	27
SECTION III - INTRODUCTION	80
THE ISSUE	80
GENERAL INFORMATION	82
CAPITAL STRUCTURE	88
OBJECTS OF THE ISSUE	92
STATEMENT OF TAX BENEFITS	111
SECTION IV - ABOUT THE COMPANY	114
INDUSTRY OVERVIEW	114
OUR BUSINESS	132
OUR SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES	156
OUR MANAGEMENT	169
OUR PROMOTERS	181
RELATED PARTY TRANSACTIONS	184
DIVIDEND POLICY	186
SECTION V - FINANCIAL INFORMATION	187
RESTATED FINANCIAL INFORMATION	187
CAPITALISATION STATEMENT	261
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS	262
MARKET PRICE INFORMATION	280
SECTION VI - LEGAL AND OTHER INFORMATION	282
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS	282
GOVERNMENT AND OTHER STATUTORY APPROVALS	291
OTHER REGULATORY AND STATUTORY DISCLOSURES	292
SECTION VII - ISSUE INFORMATION	302
TERMS OF THE ISSUE	302
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	330
SECTION VIII - STATUTORY AND OTHER INFORMATION	331
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	332
DECLARATION	334

2

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Letter of Offer uses certain definitions and abbreviations set forth below, which you should consider when reading the information contained herein. The following list of certain capitalized terms used in this Draft Letter of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.

Unless otherwise specified, the capitalized terms used in this Draft Letter of Offer shall have the meaning as defined hereunder. References to any legislations, acts, regulation, rules, guidelines, circulars, notifications, policies or clarifications shall be deemed to include all amendments, supplements or re-enactments and modifications thereto notified from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under such provision.

Provided that terms used in the sections/ chapters titled "Industry Overview", "Summary of this Draft Letter of Offer", "Financial Information", "Statement of Special Tax Benefits", "Outstanding Litigation and Material Developments" and "Issue Related Information" on pages 114, 21, 187, 111, 282 and 302 respectively, shall, unless indicated otherwise, have the meanings ascribed to such terms in the respective sections/ chapters.

General Terms

Term			Description
"Company",	"our	Orient Green Power Company Limited, a public limited company incorporated
Company",	"the	under the Companies Act, 1956, having its registered and corporate office at
Company",	"the Issuer"	Bascon Futura SV, 4th Floor, No.10/1, Venkatanarayana Road, T.Nagar, Chennai
or "OGPL"		- 600 017, Tamil Nadu, India.
"we", "us", or "our"	Unless the context otherwise indicates or implies, refers to our Company and our
			Subsidiaries.
Company Related Terms
Term			Description
"Annual		Consolidated	The consolidated audited financial statements of our Company and its Subsidiaries,
Audited		Financial	prepared as per Ind AS for Fiscal 2023, Fiscal 2022 and Fiscal 2021 prepared in
Statements"		line with Ind AS notified under the Companies Act, 2013, as amended read with
			the Companies (Indian Accounting Standards) Rules, 2015, as amended.
"Articles" / "Articles of	Articles / Articles of Association of our Company, as amended from time to time.
Association" / "AoA"
"Audit Committee"	The committee of the Board of Directors constituted as our Company's audit
			committee in accordance with Regulation 18 of the Securities and Exchange Board
			of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
			amended ("SEBI Listing Regulations") and Section 177 of the Companies Act,
			2013. For details, see "Our Management" on page 169 of this Draft Letter of Offer.
"Auditor"	/ "Statutory	Statutory and peer review auditor of our Company, namely, M/s. G.D. Apte & Co.,
Auditor"/	"Peer Review	Chartered Accountants.
Auditor"
"Board"	/	"Board of	Board of directors of our Company or a duly constituted committee thereof.
Directors"
"Chartered Engineer"	Er. V.V. Narayanan, Independent Chartered Engineer, appointed for the purpose
			of issuing the report dated January 25, 2024 to certify the proposed capacity
			utilization and the cost involved in setting up of 19.8 MW solar energy project.
"Chief Financial Officer /	Kotteswari Jagathpathi, the Chief Financial Officer of our Company.
CFO"
"Company Secretary and	Kirithika Mohan, the Company Secretary and the Compliance Officer of our
Compliance Officer"	Company.
"Corporate	Promoter(s)"	Janati Bio Power Private Limited, Nivedana Power Private Limited, Syandana
or "Promoter(s)"	Energy Private Limited and SVL Limited
"Corporate	Social	The committee of the Board of directors constituted as our Company's corporate
Responsibility	social responsibility committee in accordance with Section 135 of the Companies
			3

Term				Description
Committee/	CSR	Act, 2013. For details, see "Our Management" on page 169 of this Draft Letter of
Committee"			Offer
"Director(s)"			The director(s) on the Board of our Company, unless otherwise specified, as
				described in the chapter titled "Our Management" on page 169 of this Draft Letter
				of Offer
"Equity Shareholder"		A holder of Equity Shares
"Equity Shares"		Equity shares of our Company of face value of ₹ 10 each, unless otherwise
				specified in context thereof.
"Erstwhile Promoters"	As per the Prospectus filed by our Company during its initial public offering of
				Equity Shares, Shriram EPC (Singapore) PTE Limited, SEPC Limited and Orient
				Green Power PTE Limited, were also disclosed as its Promoters. However, as of
				date of this Draft Letter of Offer such entities do not hold any shareholding in our
				Company or exercise control over the affairs of our Company either directly or
				indirectly whether as a shareholder or otherwise. In view of the above, these
				individuals and entities have not been disclosed as our Promoters in this Draft
				Letter of Offer and the Letter of Offer and therefore have been referred to as the
				Erstwhile Promoters of our Company.
"Executive Directors"		Executive Directors of our Company.
"Independent			The Independent Director(s) of our Company, in terms of Section 2(47) and Section
Director(s)"			149(6) of the Companies Act, 2013.
"Key	Management	Key Management Personnel of our Company in terms of the Companies Act, 2013
Personnel" / "KMP"		and the SEBI ICDR Regulations as described in the subsection titled "Our
				Management - Key Managerial Personnel" on page 179 of this Draft Letter of
				Offer.
Limited		Reviewed	The limited reviewed unaudited consolidated financial results of our Company and
Financial	Information or	its Subsidiaries for the nine-month period ended December 31, 2023, prepared in
Limited		Reviewed	accordance with the recognition and measurement principles laid down in Indian
Financial	Statements	or	Accounting Standards 34 'Interim Financial Reporting' prescribed under Section
Limited		Reviewed	133 of the Companies Act, 2013, and other accounting principles generally
Consolidated	Financial	accepted in India. For details, see "Financial Information" on page 187 of this
Information or Limited	Draft Letter of Offer.
Reviewed	Consolidated
Financial Statements
"Memorandum		of	Memorandum of Association of our Company, as amended from time to time.
Association" / "MoA"
"Nomination		and	The committee of the Board of directors reconstituted as our Company's
Remuneration			Nomination and Remuneration Committee in accordance with Regulation 19 of
Committee"			the SEBI Listing Regulations and Section 178 of the Companies Act, 2013. For
				details, see "Our Management" on page 169 of this Draft Letter of Offer.
"Non-Executive	and	Non-Executive and Independent Directors of our Company, unless otherwise
Independent Director"	specified.
"Non-executive		Non-executive Directors of our Company.
Directors"
"Promoter Group"		Individuals and entities forming part of the promoter and promoter group in
				accordance with SEBI ICDR Regulations. Our Company does not have a promoter
				group.
"Registered		and	The Registered and Corporate Office of our Company located at Bascon Futura
Corporate Office"		SV, 4th Floor, No.10/1, Venkatanarayana Road, T. Nagar, Chennai - 600 017,
				Tamil Nadu, India.
"Registrar			of	Registrar of Companies, Tamil Nadu at Chennai having its office at Block No. 6,
Companies"/ "RoC"		B Wing, 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai - 600 034, Tamil
				Nadu, India.
"Restated	Consolidated	Restated consolidated financial information of our Company and its Subsidiaries,
Financial	Statements"/	which comprises of the restated consolidated statement of assets and liabilities as
"Restated		Financial	at March 31, 2023, 2022 and 2021, the restated consolidated statements of profit
Statements"/	"Restated	and loss (including other comprehensive income), restated consolidated statement
Consolidated	Financial	of changes in equity and the restated consolidated statement of cash flows for the
				years ended March 31, 2023, 2022 and 2021, and the summary of significant
				4

Term		Description
Information"/ "Restated	accounting policies and other explanatory information prepared in terms of the
Financial Information"	requirements of Section 26 of Part 1 of Chapter III of the Companies Act, 2013,
		the Securities and Exchange Board of India (Issue of Capital and Disclosure
		Requirements) Regulations, 2018, as amended; and the Guidance Note on Reports
		in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
		Accountants of India, as amended from time to time.
"Rights	Issue	The committee of our Board constituted for purposes of the Issue and incidental
Committee"		matters thereof.
Senior Management	Senior management of our Company determined in accordance with Regulation
		2(1)(bbbb) of the SEBI ICDR Regulations. For details, see "Our Management" on
		page 169 of this Draft Letter of Offer.
"Shareholders/ Equity	The Equity Shareholders of our Company, from time to time.
Shareholders"
"Stakeholders'		The committee of the Board of Directors constituted as our Company's
Relationship Committee"	Stakeholders' Relationship Committee in accordance with Regulation 20 of the
		SEBI Listing Regulations. For details, see "Our Management" on page 169 of this
		Draft Letter of Offer.
"Step-down		Clarion Wind Farm Private Limited, Vjetro Elektrana Crno Brdo d.o.o. and Orient
Subsidiary(ies)"	or	Green Power d.o.o. are the step-down subsidiaries of our Company.
"Subsidiary(ies)"
"Subsidiary(ies)"		Beta Wind Farm Private Limited, Gamma Green Power Private Limited and Amrit
		Environmental Technologies Private Limited are the subsidiaries of our Company.
"Wholly	Owned	Bharath Wind Farm Limited, Orient Green Power Europe B.V. and Delta
Subsidiary(ies)"	or	Renewable Energy Private Limited are the wholly owned subsidiary of our
"Subsidiary(ies)"		Company.
Materiality Policy		Policy on determination of materiality of events adopted by our Company in
		accordance with Regulation 30 of the SEBI Listing Regulations.
Material Subsidiaries	Bharat Wind Farm Limited, BETA Wind Farm Private Limited and Clarion Wind
		Farm Private Limited are the Material Subsidiaries of our Company under
		Regulation 16(1)(c) read with Regulation 24 of the SEBI Listing Regulations
Issue Related Terms

Term	Description
2009 ASBA Circular	The SEBI circular SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009
2011 ASBA Circular	The SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011
2023 Rights Issue	Issue of up to 23,00,00,000 Equity Shares of face value of ₹ 10 each of our
	Company for cash at a price of ₹ 10 per Rights Equity Share (including a premium
	of NIL per Rights Equity Share) aggregating up to ₹ 23,000 lakhs undertaken by
	our Company. Pursuant to the 2023 Rights Issue, our Company had filed the draft
	letter of offer dated September 7, 2022 and the letter of offer dated August 10,
	2023.
Abridged Letter of Offer	Abridged letter of offer to be sent to the Eligible Equity Shareholders with respect
	to the Issue in accordance with the provisions of the SEBI ICDR Regulations and
	the Companies Act.
Allot/Allotment/Allotted	Allotment of Rights Equity Shares pursuant to the Issue.
Allotment Account	The account to be opened with the Banker(s) to the Issue, into which the
	Application Money lying to the credit of the escrow account(s) and amounts
	blocked by Application Supported by Blocked Amount in the ASBA Account,
	with respect to successful Applicants will be transferred on the Transfer Date in
	accordance with Section 40(3) of the Companies Act.
Allotment Advice	Note, advice or intimation of Allotment sent to each successful Applicant who has
	been or is to be Allotted the Rights Equity Shares pursuant to the Issue.
Allotment Date	Date on which the Allotment is made pursuant to the Issue.
Allottee(s)	Person(s) who are Allotted Rights Equity Shares pursuant to the Allotment.
Applicant(s) / Investor(s)	Eligible Equity Shareholder(s) and/or Renouncee(s) who make an application for
	the Rights Equity Shares pursuant to the Issue in terms of the Letter of Offer,
	including an ASBA Investor.
	5

Term				Description
Application			Application made through submission of the Application Form or plain paper
				Application to the Designated Branch of the SCSBs or online/ electronic
				application through the website of the SCSBs (if made available by such SCSBs)
				under the ASBA process, to subscribe to the Rights Equity Shares at the Issue
				Price.
Application Form		Unless the context otherwise requires, an application form (including online
				application form available for submission of application though the website of the
				SCSBs (if made available by such SCSBs) under the ASBA process) used by an
				Applicant to make an application for the Allotment of Rights Equity Shares in this
				Issue.
Application Money		Aggregate amount payable in respect of the Rights Equity Shares applied for in
				the Issue at the Issue Price.
Application Supported by	Application (whether physical or electronic) used by ASBA Applicants to make
Blocked Amount/ASBA	an Application authorizing a SCSB to block the Application Money in the ASBA
				Account
ASBA Account		Account maintained with a SCSB and specified in the Application Form or plain
				paper application, as the case may be, for blocking the amount mentioned in the
				Application Form or the plain paper application, in case of Eligible Equity
				Shareholders, as the case may be.
ASBA Applicant / ASBA	As per the SEBI Master Circular, all investors (including renouncee) shall make
Investor				an application for a rights issue only through ASBA facility.
ASBA Bid				A Bid made by an ASBA Bidder including all revisions and modifications thereto
				as permitted under the SEBI ICDR Regulations.
Banker to the Issue		The Escrow Collection Bank and the Refund Bank to the Issue, being [•].
Basis of Allotment		The basis on which the Rights Equity Shares will be Allotted to successful
				applicants in the Issue and which is described in "Terms of the Issue" on page 302.
Consolidated Certificate	The certificate that would be issued for Rights Equity Shares Allotted to each folio
				in case of Eligible Equity Shareholders who hold Equity Shares in physical form.
Controlling	Branches/	Such branches of SCSBs which coordinate Bids under the Issue with the LMs, the
Controlling	Branches	of	Registrar and the Stock Exchange, a list of which is available on the website of
the SCSBs				SEBI at http://www.sebi.gov.in.
Demographic		Details of Investors including the Investor's address, name of the Investor's father/
Details				husband, investor status, occupation and bank account details, where applicable.
Designated SCSB		Such branches of the SCSBs which shall collect the ASBA Forms submitted by
Branches				ASBA Bidders, a list of which is available on the website of SEBI at
				http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&in
				tmId=35, updated from time to time, or at such other website as may be prescribed
				by SEBI from time to time.
Designated Stock		[•]
Exchange
Depository(ies)		NSDL and CDSL or any other depository registered with SEBI under the
				Securities and Exchange Board of India (Depositories and Participants)
				Regulations, 2018 as amended from time to time read with the Depositories Act,
				1996.
Draft	Letter	of	This draft letter of offer dated May 15, 2024 filed with SEBI and the Stock
Offer/DLoF/DLOF		Exchanges.
Escrow Account		One or more no-lien and non-interest-bearing accounts to be opened with the
				Escrow Collection Bank for the purposes of collecting the Application Money
				from resident investors-eligible equity shareholders as on record date making an
				Application through the ASBA facility.
Escrow Collection Bank	Bank which is a clearing member and registered with SEBI as banker to an issue
				and with whom Escrow Account(s) will be opened, in this case being [•].
Eligible		Equity	Existing Equity Shareholders as on the Record Date. Please note that the investors
Shareholders		eligible to participate in the Issue exclude certain overseas shareholders. For
				further details, see "Notice to Investors" on page 12.
Fraudulent Borrower		Fraudulent Borrower(s) as defined under Regulations 2(1)(lll) of the SEBI ICDR
				Regulations
				6

Term				Description
Issue / Rights Issue		Issue of up to [•] Equity Shares of face value of ₹ 10 each of our Company for
				cash at a price of ₹ [•] per Rights Equity Share (including a premium of ₹ [•] per
				Rights Equity Share) aggregating up to ₹ 25,000 lakhs on a rights basis to the
				Eligible Equity Shareholders of our Company in the ratio of [•] ([•]) Rights Equity
				Shares for every [•] ([•]) fully paid-up Equity Shares held by the Eligible Equity
				Shareholders of our Company on the Record Date, i.e., [•],[•].
Issue Agreement		Issue Agreement dated February 2, 2024 between our Company and the Lead
				Managers, pursuant to which certain arrangements are agreed to in relation to the
				Issue.
Issue Closing Date		[•], [•]
Issue Opening Date		[•], [•]
Issue Period			The period between the Issue Opening Date and the Issue Closing Date, inclusive
				of both days, during which Applicants/Investors can submit their Applications, in
				accordance with the SEBI ICDR Regulations.
Issue Material			Collectively, the Abridged Letter of Offer, the Common Application Form and
				Rights Entitlement Letter.
Issue Price			₹ [•]/- per Rights Equity Share.
Issue Proceeds			Gross proceeds of the Issue.
Issue Size			Amount aggregating up to ₹ 25,000 lakhs
Lead Manager(s)		Sumedha Fiscal Services Limited and Saffron Capital Advisors Private Limited
Letter of Offer/LOF		The final letter of offer which will be filed with the Stock Exchanges and SEBI,
				after incorporating observations received on the Draft Letter of Offer, including
				any addenda or corrigenda thereto.
Monitoring Agency		Monitoring Agency appointed for the purpose of the Issue namely [•]
Monitoring	Agency	Agreement dated [•] entered into between our Company and the Monitoring
Agreement			Agency in relation to monitoring of Issue Proceeds.
Net Proceeds			Proceeds of the Issue less our Company's share of Issue related expenses. For
				further information about the Issue related expenses, see "Objects of the Issue" on
				page 92 of this Draft Letter of Offer.
Off Market Renunciation	The renunciation of Rights Entitlements undertaken by the Investor by transferring
				them through off market transfer through a depository participant in accordance
				with the SEBI Master Circular and the circulars issued by the Depositories, from
				time to time, and other applicable laws.
On Market Renunciation	The renunciation of Rights Entitlements undertaken by the Investor by trading
				them over the secondary market platform of the Stock Exchange through a
				registered stock broker in accordance with the SEBI Master Circular and the
				circulars issued by the Stock Exchanges, from time to time, and other applicable
				laws, on [•],[•].
QIBs	or	Qualified	Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI
Institutional Buyers		ICDR Regulations.
Record Date			Designated date for the purpose of determining the Equity Shareholders eligible to
				apply for Rights Equity Shares, being [•], [•].
Refund Bank			The Banker to the Issue with whom the Refund Account(s) will be opened, in this
				case being [•].
"Registrar	to	the	Cameo Corporate Services Limited
Company" / "Registrar to
the Issue"
Registrar Agreement		Agreement dated January 24, 2024 entered into among our Company and the
				Registrar in relation to the responsibilities and obligations of the Registrar to the
				Issue pertaining to the Issue.
Renouncee(s)			Person(s) who has/have acquired the Rights Entitlement from the Eligible Equity
				Shareholders on renunciation.
Renunciation Period		The period during which the Investors can renounce or transfer their Rights
				Entitlements which shall commence from the Issue Opening Date. Such period
				shall close on [•], [•] in case of On Market Renunciation. Eligible Equity
				Shareholders are requested to ensure that renunciation through off-market transfer
				7

Term			Description
			is completed in such a manner that the Rights Entitlements are credited to the
			demat account of the Renouncee on or prior to the Issue Closing Date.
Retail Individual	An individual Investor (including an HUF applying through Karta) who has
Bidders(s)/Retail	applied for Rights Equity Shares and whose Application Money is not more than
Individual	Investor(s)/	₹ 200,000 in the Issue as defined under Regulation 2(1)(vv) of the SEBI ICDR
RII(s)/RIB(s)			Regulations.
RE ISIN			ISIN for Rights Entitlement i,e, [•]
Rights Entitlement	The number of Rights Equity Shares that an Eligible Equity Shareholder is entitled
			to in proportion to the number of Equity Shares held by the Eligible Equity
			Shareholder on the Record Date, being [•] ([•]) Rights Equity Shares for every [•]
			([•]) fully paid-up Equity Shares held on [•], [•].
			The Rights Entitlements with a separate ISIN: [•] will be credited to your demat
			account before the date of opening of the Issue, against the equity shares held by
			the Equity Shareholders as on the record date.
Rights Entitlement Letter	Letter including details of Rights Entitlements of the Eligible Equity Shareholders.
Rights Equity Shares	Equity Shares of our Company to be Allotted pursuant to this Issue.
Rights Issue	Account	Agreement to be entered into by and among our Company, the Registrar to the
Agreement			Issue, the Lead Managers and the Bankers to the Issue for collection of the
			Application Money from Applicants/Investors, transfer of funds to the Allotment
			Account and where applicable, refunds of the amounts collected from
			Applicants/Investors, on the terms and conditions thereof.
SEBI Master			Master circular dated June 21, 2023 issued by the Securities and Exchange Board
Circular			of India in order to enable the stakeholders to have access to all circulars/directions
			issued under the relevant provisions of the SEBI ICDR Regulations, 2018 at one
			place.	The	SEBI	circular,	bearing	reference	number
			SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020 has been rescinded
			pursuant to the SEBI Master Circular.
Self-Certified		Syndicate	The banks registered with SEBI, offering services (i) in relation to ASBA (other
Banks" or "SCSBs	than through UPI mechanism), a list of which is available on the website of SEBI
			at
			https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&i
			ntmId=34						or
			https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&i
			ntmId=35, as applicable, or such other website as updated from time to time, and
			(ii) in relation to ASBA (through UPI mechanism), a list of which is available on
			the		website		of	SEBI	at
			https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId
			=40or such other website as updated from time to time
Stock Exchanges	Stock Exchange where the Equity Shares are presently listed, being BSE and NSE.
Transfer Date			The date on which the amount blocked in the ASBA Account will be transferred
			to the Allotment Account, upon finalization of the Basis of Allotment, in
			consultation with the Designated Stock Exchange.
Wilful Defaulter(s)	Company or person, as the case may be, categorised 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 RBI
Working Day			In terms of Regulation 2(1)(mmm) of SEBI ICDR Regulations, working day
			means all days on which commercial banks in Mumbai are open for business.
			Further, in respect of Issue Period, working day means all days, excluding
			Saturdays, Sundays and public holidays, on which commercial banks in Mumbai
			are open for business. Furthermore, the time period between the Issue Closing Date
			and the listing of Equity Shares on the Stock Exchanges, working day means all
			trading days of the Stock Exchanges, excluding Sundays and bank holidays, as per
			circulars issued by SEBI

8

Business and Industry related Terms or Abbreviations

Term	Description
APPC	Average Power Purchase Cost
AETPL	Amrit Environmental Technologies Private Limited
BWFPL	Beta Wind Farm Private Limited
BWFL	Bharath Wind Farm Limited
CWFPL	Clarion Wind Farm Private Limited
CAGR	Compounded Annual Growth Rate
Covid-19	Coronavirus Disease 2019
FDI	Foreign Direct Investment
FRP	Financial, Real Estate and Professional Services
FIT	Feed in Tariff
GBI	Generation Based Incentive
GGPPL	Gamma Green Power Private Limited
GDP	Gross Domestic Product
GNI	Gross National Income
GVA	Gross Value Added
ICT	Information and communications technology
IIoT	Industrial internet of things
IIP	Index of Industrial Production
IMF	International Monetary Fund
INR	Indian Rupee (₹)
IoT	Internet of things
IT	Information Technology
MGNREGA	Mahatma Gandhi National Rural Employment Guarantee Act, 2005
MW	Mega Watt
PMI	Purchasing Managers' Index
QoQ	Quarter on Quarter
OGPEBV	Orient Green Power Europe B.V.
OGPDOO	Orient Green Power D.O.O
OGPMPL	Orient Green Power (Maharashtra) Private Limited
PPA	Power Purchase Agreement
REC	Renewable Energy Certificate
ROHS	Restriction on certain hazardous substances
RoW	Rest of World
SEB	State Electricity Board
SPV	Special Purpose Vehicle
USA/US	United States of America
USD/ US$	US Dollar
VECBDOO	Vjetro Elektrana Crno Brdo D.O.O
WEO	World Economic Outlook
YoY	Year over Year
Conventional and General Terms or Abbreviations

Term	Description
A/c	Account
AGM	Annual General Meeting
AIF	Alternative Investment Fund, as defined and registered with SEBI under the
	Securities and Exchange Board of India (Alternative Investment Funds)
	Regulations, 2012
AS	Accounting Standards issued by the Institute of Chartered Accountants of India
BSE	BSE Limited
CAGR	Compounded Annual Growth Rate
CDSL	Central Depository Services (India) Limited
CFO	Chief Financial Officer
CIN	Corporate Identification Number
	9