Sembcorp Green Infra Limited

The industry overview section details the macroeconomic context for India, noting robust growth driven by structural reforms and infrastructure investment, which supports the power/renewable energy sector. India is projected to be the fastest-growing major economy in Fiscal 2027, and this economic expansion fuels higher electricity demand through industrialization and urbanization. The section also outlines the regulatory structure of the power sector, which involves a shared mandate between the Central and State governments for policy and implementation. Furthermore, it highlights that India is a significant global player in the power market, being the third-largest producer and consumer of electricity globally.

India's per capita electricity consumption has shown a steady increase, rising from 1,010 kWh in Fiscal 2015 to 1,460 kWh in Fiscal 2025 (provisional), reflecting a CAGR of 3.7%. This growth is driven by expanding economic activity and efforts to electrify rural and household sectors. Crisil Intelligence forecasts this consumption to grow at a CAGR of 2–3% annually through Fiscal 2030, expecting it to reach approximately 1,600–1,650 kWh by Fiscal 2030. Power demand is closely linked to macroeconomic performance, with higher output and incomes translating into greater electricity consumption. Various policy initiatives, such as the PLI scheme and tax incentives for manufacturing, have created conditions for power-intensive industrial capacity addition.

The analysis covers various aspects of the Indian power sector, including projections for investment, the global renewable energy landscape, and the regulatory framework supporting the transition. Investments in the power sector are projected to increase significantly between Fiscal 2022-2026 and Fiscal 2027-2031, with renewable energy investments expected to constitute a large portion of this growth. The global renewable energy market shows robust growth, with solar and wind dominating capacity additions, and India is positioned as a growing capacity hub. The sector benefits from a sophisticated policy framework, including various acts and plans, which aims to create demand and reduce execution risk for renewable energy projects.

The section details various regulatory and market developments in the Indian renewable energy sector, covering aspects from short-term monetization channels to long-term capacity build-out. Key developments include the growth of the Green Day-Ahead Market (G-DAM) for green electricity trading, the impact of Green Energy Open Access Rules (GEOA) on corporate renewable procurement, and the role of various registries like the Green Open Access Registry and National Open Access Registry (NOAR). Furthermore, the text discusses the impact of the Green Hydrogen policy on demand for renewables, the expansion of the Inter-State Transmission System (ISTS) connectivity, and efforts to de-risk development through RE parks and zones. Finally, it covers measures like Must-Run status to ensure dispatch priority and the evolution of rules regarding cashflow protection and payment discipline.

The capacity additions are expected to come from five reinforcing pathways targeting different demand segments and risk profiles. These include schemes like the ISTS scheme initiated by SECI, which has already seen tenders, and the PM-KUSUM scheme, which promotes solar power for farmers through central subsidies. Various state solar policies are also expected to drive project commissioning. Furthermore, central public sector undertakings (CPSU) programs have been extended, and the government is encouraging cash-rich PSUs to enter the renewable energy sector. Market expectations also include significant growth in rooftop solar projects and open-access solar projects, driven by various state policies and sustainability initiatives.

The procurement of renewable energy in India has evolved significantly, moving from simple single-technology auctions to complex structures that ensure reliable power delivery. This evolution is driven by challenges like net-load ramps and the need for firm power, leading to the adoption of hybrid systems, storage integration, and various dispatchable tenders. While this shift aims to improve power quality and reduce reliance on market purchases, it introduces new complexities related to project execution, such as land acquisition, grid connectivity, and regulatory delays.

The section discusses significant challenges in the renewable energy sector, primarily revolving around transmission connectivity, market concentration, and curtailment risks. It highlights that the expected generation capacity may outpace evacuation infrastructure, leading to delays in project commissioning. Furthermore, connectivity demand is concentrated among a few large developers, intensifying competition for scarce bays. Curtailment risk is increasing due to the mismatch between the speed of renewable generation and the grid's absorption capacity, which is now impacting project cashflows. While transmission expansion is being planned, the overall execution timeline is heavily influenced by these infrastructure bottlenecks.

The text discusses the growth in the rooftop solar market, noting a significant addition of 2.9 GW in Fiscal 2025, and provides context on how corporates approach renewable energy procurement. It outlines two main routes: rooftop or onsite solar, which is preferred for C&I consumers due to its ability to offer a 10-15% renewable offset without external land, and InSTS connected renewable energy projects. The text further details different models for C&I consumers, including a Capex model and an Opex/RESCO model, and features of various OA business models for procuring power.

This section discusses various power procurement and market structures, including different models for accessing renewable energy, such as captive models, inter-state transmission system (ISTS)-connected projects, virtual power purchase agreements (VPPAs), power exchanges, green tariffs, and the trading of renewable energy certificates (RECs). It details how these mechanisms affect consumers and developers, highlighting cost considerations, regulatory frameworks, and the transfer of green attributes. The text contrasts various options based on factors like physical power delivery, contractual agreements, and market liquidity.

The text discusses various growth themes in the renewable energy sector driven by policy changes, such as those in the open access market, the push for domestic manufacturing, and international corporate sustainability goals. It highlights the impact of regulations on renewable energy adoption, the growing demand for green hydrogen, and the increased use of renewables in emerging sectors like AI and data centers. Furthermore, the text details challenges related to regulatory volatility, contractual mismatches, and operational risks like resource variability and grid integration issues. The market outlook suggests strong capacity additions in the corporate segment, with a shift towards short-term market-based procurement for renewable power.

The section discusses the dynamics of the Indian power exchange market, noting the shift towards short-term markets for cost optimization, with coal remaining dominant despite renewable energy penetration. It details various products available in the market, such as DAM, RTM, and various Green products for renewable energy procurement. The text also outlines several risks and challenges facing the renewable energy sector, including regulatory shifts, supply chain volatility, counterparty credit risks from Discoms, and execution bottlenecks related to land acquisition and transmission connectivity. Finally, it provides a competitive assessment of Sembcorp Green Infra Ltd. (SGIL), highlighting its position as a leading renewable energy company.

The provided text details operational and under construction/development renewable energy capacity across several key players in the sector as of March 2026, categorized by different types of projects and various financial parameters for fiscal years 2026 and 2025. It also presents various metrics such as revenue, income, EBITDA margins, debt ratios, and plant level profitability (PLF) for these entities. The data includes capacities for wind, solar, battery energy storage systems (BESS), and complex hybrid/FDRE projects, alongside availability percentages and grid availability.

The company operates as a renewable independent power producer (IPP) focused on developing, operating, and maintaining utility-scale and complex renewable projects in India using flexible engineering, procurement, and construction (EPC) models and in-house operating and maintenance (O&M) capabilities. The portfolio includes single technology projects, such as wind and solar, as well as complex projects combining wind, solar, and/or storage systems. The company has a strong track record in project execution, including commissioning projects ahead of schedule, and works with various equipment suppliers to ensure cost-competitive deployment. The company's market opportunity is driven by India's growing electricity demand and the increasing focus on renewable energy tenders by government agencies.

The company possesses a diversified portfolio of renewable energy projects, with 3.60 GW of operational capacity, covering solar, wind, and complex projects across various geographies and offtakers. The company has extensive expertise across the entire project lifecycle, from site selection to operations and financing. The company has a significant advantage in the wind sector, being among the top five wind operators by operational capacity, and is well-positioned to bid for complex projects. The company is also actively pursuing land acquisition for its under construction pipeline and has connectivity in place for its future projects.

The company has shown significant capacity additions and acquisitions in Fiscal 2023 and 2026. The company has established a relationship with Sembcorp Group, which is a major battery operator in Asia, enabling the leveraging of international expertise for projects tailored to India's needs. The company has a proven track record in securing bids for renewable energy auctions, particularly for complex projects, and has demonstrated execution capabilities through its flexible EPC model. The company has developed and operated renewable power assets in India since its incorporation in 2005, accumulating substantial operational and under-construction capacity across various technologies. Furthermore, the company maintains strong financial discipline, evidenced by its credit ratings and debt management practices, and focuses on strategic growth in higher-margin segments.

The company is an Independent Power Producer (IPP) focused on developing, building, operating, and maintaining utility-scale renewable energy projects in India using flexible EPC models and in-house Operations & Maintenance (O&M). The company ranks among the top 10 largest renewable IPPs in India by Operational Capacity as of March 31, 2026. The company generates revenue by selling electricity to various offtakers, including central and state government agencies and private entities, across a geographically broad presence spanning 13 states and union territories in India.

The provided section details a diverse portfolio of renewable energy assets, categorized into single technology wind and solar projects, as well as complex projects. The assets span various locations across India, including Rajasthan, Madhya Pradesh, Maharashtra, Karnataka, and Tamil Nadu. The data includes installed capacity, commissioning dates, Power Purchase Agreement (PPA) terms, applicable tariffs, and performance metrics like Plant Load Factor (PLF) across different fiscal years. The portfolio includes numerous subsidiaries and joint ventures.

The document details various aspects related to operational projects, including tariff calculation methods, definitions for Plant Load Factor (PLF), and the status of under construction projects. It outlines the structure of under construction projects, including the types of projects, technologies, locations, and the entities involved. Furthermore, the text describes the profile of offtakers, including central, state, and private entities, and provides a breakdown of gross revenue from power generation billed to the top ten offtakers across different fiscal years.

The company secures long-term Power Purchase Agreements (PPAs) with various government and commercial users, which enhances revenue predictability. These PPAs involve various contractual structures, including take-or-pay clauses and provisions concerning capacity restrictions and changes in ownership. The company also enters into wheeling and banking agreements with state electricity boards and transmission companies for power delivery. Tariff rates for PPAs are determined through mechanisms like Feed-in Tariffs (FiT), competitive bidding, or bilateral agreements. The company employs a disciplined project selection process, favoring complex projects that offer commercial advantages over single-technology projects. The company has teams for project development, execution, and market entry analysis, and they utilize various execution models such as self-EPC, split-scope, and turnkey projects. Procurement involves a focus on technological adoption, leading in installing high-rated wind turbines and advanced solar modules. The company maintains rigorous quality assurance processes for equipment procurement.

The company employs quality assessments to ensure suppliers meet stringent standards before integration into its supply chain, which helps safeguard against disruptions and maintain operational continuity. The company procures equipment and materials through various contractual arrangements with its top 10 suppliers, with these suppliers collectively contributing a significant percentage of total purchases across fiscal years. The company enters into supply and service contracts with suppliers that detail terms, including warranties for various equipment like wind turbines, solar panels, and inverters. Furthermore, the company imports equipment, including solar module cells, and has secured a MOOWR license to defer customs duties on imported BESS equipment. The company has a comprehensive code of conduct, adheres to the Sembcorp Group’s global sustainability framework, and has implemented various IT and digital frameworks for operations.

This section details various aspects of the company's operations, including tools, intellectual property, and property holdings. The company possesses eight registered trademarks in India, with some certificates containing typographical errors regarding the company's name. Furthermore, the company has acquired and developed various know-how and trade secrets related to proprietary technologies. The company's registered and corporate offices are located in Gurugram, Haryana, and the company holds various land leases for project development and operations, with lease tenures ranging from one year to ten years. The text also outlines relevant Indian laws and regulations concerning electricity, energy conservation, and carbon credits.

The text details various regulatory frameworks governing the power sector in India, including provisions related to connectivity to the Inter-State Transmission System (ISTS) for renewable energy, contracts for electricity sale and purchase, and safety standards. It outlines rules concerning power curtailment, injection periods for renewable projects, and various regulations for grid operation, ancillary services, and cyber security. Furthermore, it references state-level renewable energy policies and electricity tariff regulations that provide incentives and frameworks for developing clean energy sources.

The company's operations are subject to various state-specific regulations concerning the forecasting, scheduling, and deviation settlement for renewable energy generation, including numerous regulations from various Electricity Regulatory Commissions. Furthermore, the company must comply with state grid codes which establish frameworks for the planning, operation, and maintenance of intra-state transmission systems. The business is also governed by various environmental laws, including the Environment Protection Act and rules concerning pollution control, as well as regulations related to electronic waste management and battery waste management. Compliance with various laws also includes adherence to foreign investment regulations, customs laws, and various tax legislations.

The company's operations are subject to various local shops and establishments legislations in India, which regulate the working and employment conditions for workers in commercial establishments, including setting working hours, rest intervals, holidays, and termination procedures. Furthermore, the company must comply with several other labour and employment-related laws designed to protect workers' rights. Tax compliance is also mandatory, requiring adherence to Central Goods and Service Tax Act, Integrated Goods and Services Tax Act, Income Tax Act, and Indian Stamp Act, along with various state-wise tax legislations.

The company's history began with its incorporation as BP Energy India Private Limited in June 2005, followed by name and structure changes over the years. It underwent several conversions and name changes, including becoming a public limited company, and later being involved in a Reverse Merger with Sembcorp Green Infra Limited. The company has also had significant amendments to its Memorandum of Association regarding share capital and name changes. Furthermore, the company has engaged in a significant acquisition of assets through a Vector Share Purchase Agreement.

This section details various transactions involving securities and loans with entities like Ivy and Vanilla, including the purchase of 100% of their securities by the Company. It outlines the infusion of funds to repay inter-corporate loans taken by these entities, along with subsequent amendments to the relevant agreements. Furthermore, it covers the purchase of securities in Renew and GISBPL, and the assignment of receivables to the Seller. The corporate structure is defined, stating that the Promoter is the holding company and SCI is the ultimate holding company. The text details the existence of numerous subsidiaries, including direct and indirect ones, and provides incorporation and business details for several key subsidiaries like GIREPL, GICSPL, GIWPGL, IEIPL, and GIWSPL.

This section details various corporate structures and entities related to renewable energy and infrastructure projects. It outlines the scope of business involving the deployment and supply of power, and provides information on several incorporated companies, including their incorporation dates, business activities, and capital structures. It also lists the shareholding patterns for several entities, including those of the company itself and its nominees.

This section details the shareholding patterns and corporate information for several entities related to renewable energy projects. It lists the shareholding breakdown for GIWFL, GIWEGL, GIWEPPL, GICWGL, GICSEL, and GIWEAPL, including the percentage of equity and preference shareholding. It also provides incorporation details, nature of business, and capital structure information for each entity.

The section details the corporate structure and various entities involved in the business, which spans the generation, development, and supply of electrical power and energy from renewable and non-conventional sources. It outlines the capital structure for the main entity (VGEPL), several subsidiaries and related companies like GICWFL, GIWPL, GISGL, GICrWPL, and GISPrPL, and GIRPL. Key information includes the authorized and issued equity capital for each entity, along with their respective shareholding patterns.

The document details the incorporation and structure of several related entities under the Companies Act, 2013, primarily focused on renewable energy infrastructure projects. GIREPrL was incorporated in November 2022, while GIREGPL and GICREL were incorporated in 2023 and 2022 respectively, with GICEGPL having a conversion from a public to a private limited company in January 2025. Several other entities, such as GICPPL, GICHAL, and GICAL, were also incorporated, all sharing similar business scopes related to turnkey infrastructure projects in renewable energy sectors like solar, wind, and hydro.

This section details the corporate structure and various entities involved, including the initial incorporation and name changes for several companies. It outlines the corporate information, nature of business, and capital structure for entities such as Green Infra Clean Energy Solutions Limited (GICESL), Green Infra Renewable Power Projects Private Limited (GIRPPPL), Green Infra Sun Bright Private Limited (GISBPL), and Green Infra Wind Power Theni Limited (GIWPThL). It also provides details for indirect subsidiaries like Green Infra Clean Solar Farms Private Limited (GICSFPL) and Vector Green Sunshine Private Limited (VGSPL).

This section details the corporate structure and shareholding patterns of several entities, including VGSUPL, MSPGPL, VGNEPL, SCL, Citra, Priapus, VGSL, Pasithea, and VGNSPL. It outlines the incorporation history, name changes, and conversions for each company, noting various dates for their respective certificates of incorporation. The text also specifies the authorized and issued equity capital for each entity and the ownership stakes held by various shareholders, including nominee relationships.

This section details the shareholding structure and corporate information for several entities, including YIPL, Vector Green Prayagraj Solar Private Limited (VGPSPL), Green Infra Renewable Assets Private Limited (GIRAPL), and Green Infra Renewable Power Private Limited (GIRPPL). It specifies the issued and authorized share capital for each company, along with the respective ownership percentages. Furthermore, it outlines various compliance aspects concerning shareholder agreements, accumulated profits, business interests between subsidiaries, and potential conflicts of interest.

This section provides various definitions and abbreviations used within the Draft Red Herring Prospectus. It defines terms related to the company, such as 'our Company' as Sembcorp Green Infra Limited, a public limited company incorporated in India. It also defines various roles, such as the Chairman, Chief Financial Officer, and various directors. Furthermore, it outlines terms related to the issue process, including different types of investors like Anchor Investors and ASBA Bidders, along with terms for the bid process and related documents.

This section primarily defines various terms related to the issuance process, including different types of bidders, various accounts, and the process for submitting bids. It specifies different categories of bidders such as Retail Individual Bidders (RIBs), Non-Institutional Bidders (NIBs), Qualified Institutional Buyers (QIBs), and UPI Bidders. It also details the structure of the issue, including the allocation portions for different investor categories and the process for finalizing the issue price.

This section primarily lists various technical and financial terms used within the prospectus. It defines terms related to power generation capacity, various agreements, project status, and financial performance metrics. It also includes definitions for various legal entities, accounting standards, and regulatory bodies.

This section lists various regulations and definitions relevant to the prospectus, including SEBI Listing Regulations, Merchant Bankers Regulations, and various tax and securities regulations. It also defines terms related to geographical areas, currencies, and financial reporting periods. Furthermore, it details conventions regarding the presentation of financial data, including the use of different currencies and the basis for financial information derived from restated consolidated financial statements. It also includes notices concerning the offering of equity shares to prospective investors in the United States, the European Economic Area, and the United Kingdom.

The company states that it is not currently required to file periodic reports under Section 13 or 15 of the Securities Exchange Act of 1934. The prospectus includes forward-looking statements regarding expected financial condition, business strategy, and future plans, which are subject to various risks and uncertainties. These risks include regulatory changes, economic conditions, market risks, and operational issues. Furthermore, the company highlights dependencies on key commercial relationships, reliance on suppliers for components, and exposure to various market and political factors.

This section details the structure of the issue, specifying different categories for equity share allocation. The issue involves various portions such as QIB, Non-Institutional, and Retail categories, with different reservation rules for various investor types. It also outlines the pre and post-issue equity share counts and mentions the authorization of the issue by the Board and Shareholders. Furthermore, it discusses rules regarding the allocation of shares, including spill-over provisions and the potential for a Pre-IPO Placement.

This section presents a summary of the restated consolidated statement of cash flows for three financial years, detailing cash flow from operating, investing, and financing activities. The data shows fluctuations in cash generation and usage across these activities over the period. Additionally, a summary of contingent liabilities is provided, showing changes in tax paid under protest and other contingent liabilities.

This section details the authorized and issued share capital, including equity and preference shares, as of the Draft Red Herring Prospectus date. It also provides a comprehensive history of equity share allotments, showing various transactions over time, including initial subscriptions, further issues, and rights issues. The history includes numerous allotments to different parties and subsequent cancellations or amalgamations involving various entities. The text also notes issues related to pre-IPO placements and concerns regarding the traceability of certain corporate records.

The section details various aspects of the company's capital structure, including the status of preference shares and Compulsorily Convertible Debentures, which were none as of the DRHP date. It also confirms no secondary transactions of equity shares by the Promoters and no issuance of equity shares for consideration other than cash or revaluation reserves since incorporation. Furthermore, it outlines specific details regarding the allotment of equity shares pursuant to a scheme of amalgamation and provides information on the build-up of promoter shareholding over time. Finally, it specifies the shareholding of directors and key managerial personnel, noting that none of the directors of the promoters currently hold equity shares in the company.

This section details the shareholding pattern of the company as of the Draft Red Herring Prospectus date, including various categories of shareholders. It specifies the number of shares held by the Promoter and Promoter Group, as well as details regarding pre-issue and post-issue shareholding, including various price band scenarios. Furthermore, the text confirms that there are no employee stock option schemes, partly paid-up equity shares, or outstanding convertible securities as of the filing date. It also states that all equity shares held by promoters and related parties are in dematerialized form.

The Issue involves a Fresh Issue of Equity Shares with a total aggregate size of ₹3,750.00 Crore. The net proceeds from this issue are proposed to be utilized for two main purposes: repayment/prepayment of outstanding borrowings and general corporate purposes. The main objects include enabling the company to undertake existing business activities and funding new activities through the fresh issue. Furthermore, the company anticipates benefits from the listing of equity shares on stock exchanges, such as enhancing brand name recognition and creating a public market for its shares in India.

This section details various loan facilities, including the lender, agreement date, nature of borrowing, drawdown dates, principal outstanding amounts, final repayment dates, tenor, and interest rates. The purposes for which these loans were utilized vary, ranging from refinancing existing debt to funding capital expenditure for renewable energy projects. Prepayment conditions, including notice periods and break-funding costs, are also specified for different facilities.

This section details various loans availed by the company's subsidiaries, primarily for funding renewable energy projects. The loans were utilized for purposes such as bridge financing, capital expenditure (capex), and refinancing of existing loans. Specific provisions regarding prepayment penalties and break-funding costs are outlined for different facilities. Some agreements involve corporate guarantees by SCU, and certain loans are subject to specific conditions related to the timing of prepayment relative to the loan's maturity.

This section details various loan facilities and agreements with different lenders for various entities, primarily related to renewable energy projects. The agreements cover different purposes such as construction for wind and solar power projects, refinancing of existing debt, and general corporate purposes. Prepayment conditions vary significantly depending on the loan agreement, including the application of interest, prepayment fees, and notice periods. Some facilities involve repayment of existing debt, while others are for new capital expenditure.

This section details various loan facilities provided by different lenders to the company, outlining the terms and purposes for which the loans were utilized. The facilities covered refinancing existing obligations, financing for capital expenditure (capex) in renewable energy projects, and refinancing of Non-Convertible Debentures (NCDs). Specific provisions regarding prepayment conditions and break costs are mentioned for each loan agreement.

This section details various loan facilities availed by the company, outlining the lenders, loan amounts, repayment terms, and the intended purpose of the funds. The loans are categorized based on their utilization, which includes refinancing existing debt, funding capital expenditure for renewable energy projects, and financing for the acquisition of project assets. Furthermore, the text specifies different prepayment conditions and security provisions applicable to these obligations.

The section details the utilization of borrowings, specifically concerning the refinancing and repayment of existing loans. It outlines that loans availed were used for refinancing existing loan obligations and for the acquisition of project assets. Furthermore, it discusses prepayment conditions, including the right to prepay subject to a premium or under specific circumstances, such as the lender's instance or within a certain timeframe, and the security involved in such prepayments. The text also mentions the deployment of net proceeds towards general corporate purposes, which includes various operational and funding activities.

This section details various charges and commissions related to the offering process, including those for different types of bidders and mechanisms. It outlines specific fee structures for various bid types, such as RIBs and Non-Institutional Bidders, depending on the amount involved. Furthermore, it specifies conditions for pro-rata distribution of fees if total processing charges exceed certain limits. The text also discusses the payment mechanisms for various parties involved and the requirements for blocking funds for applications.

This section primarily details the Key Performance Indicators (KPIs) disclosed to investors, which are used to track and analyze the company's business performance against its peers. The KPIs have been approved by the Audit Committee and certified by the Chief Financial Officer. The company commits to continue disclosing these KPIs periodically for a duration specified by the Board or regulatory requirements. The section also directs readers to other parts of the DRHP for further details on KPIs, business, and risk factors.

The provided text focuses on a comparison of Key Performance Indicators (KPIs) between the company and its peer group of renewable-focused Independent Power Producers (IPPs). It details various metrics such as operational capacity, various types of projects, and profitability margins for two peer companies, NTPC Green Energy Limited and Adani Green Energy Limited. The text also includes definitions for several financial and operational terms used in the comparison, such as operational capacity, plant level profitability, and various revenue and income calculations.

The provided text details various financial calculations and definitions related to operational capacity, profitability, and debt metrics for two entities, ACME Solar Holdings Limited and ReNew Energy Global PLC. It outlines how key financial figures such as Total Income, EBITDA, Profit for the year (PAT), and various coverage ratios are computed based on audited financial statements. Furthermore, the text defines different types of revenue, EBITDA, and how plant level performance metrics like Plant Level PLF and Availability are measured.

The provided text discusses various aspects related to the company's business activities, including acquisitions and dispositions, and details regarding potential special tax benefits available to the company and its shareholders. It mentions that the company has made several material acquisitions and mergers over different fiscal periods. Furthermore, it outlines specific provisions under the Income-tax Act, 1961, concerning corporate tax rates, deductions for new employee costs, and provisions related to expenses incurred for mergers and demergers.

The provided text discusses various provisions related to tax benefits and provisions under the Income-tax Act, 1961, as amended by the Finance Act, 2025 and 2026, concerning both direct and indirect taxation. It covers rules for carrying forward losses, depreciation, and capital gains, as well as special tax benefits available to companies and shareholders. Furthermore, it details aspects of Goods and Services Tax (GST) exemptions and the treatment of securities for shareholders.

This section details the possible special tax benefits available to the material subsidiary under various direct and indirect taxation laws. It discusses provisions related to lower corporate tax rates, deductions for new employee costs and merger/demerger expenses, and rules concerning the set-off and carry-forward of losses and unabsorbed depreciation. Furthermore, it outlines exemptions and mechanisms for claiming refunds related to the export of goods and services under GST.

This section details the process and scope of the Independent Auditor's Examination Report on Restated Consolidated Financial Information for Sembcorp Green Infra Limited, covering financial statements for the years ended March 31, 2026, March 31, 2025, and March 31, 2024. The report outlines the scope of work performed in accordance with various regulatory requirements and accounting standards. It specifies the responsibilities of the Board of Directors and the Management in preparing the financial information, as well as the responsibilities of the auditors in examining the information.

This section provides restated consolidated financial statements for Sembcorp Green Infra Limited for the years ended March 31, 2026, 2025, and 2024, covering the Statement of Assets and Liabilities, Profit and Loss, Changes in Equity, and Cash Flows. The Profit and Loss statement shows revenue from operations, total income, total expenses, and profit before tax, resulting in a profit for the year. The Balance Sheet details non-current and current assets and liabilities, while the Cash Flow statement details cash flows from operating, investing, and financing activities.

This section provides details regarding the Restated Consolidated Statement of Cash Flows and various notes to the financial information for Sembcorp Green Infra Limited (SGIL). It outlines the balance with banks, the basis of preparation for the financial information, and various accounting policies adopted by the Group. The information is prepared in accordance with various regulations and accounting standards, and it includes details on the consolidation of subsidiaries.

This section details the accounting policies adopted in the preparation of the Restated Consolidated Financial Information, covering revenue recognition, borrowing costs, property, plant and equipment, intangible assets, goodwill, and leases. Key policies define how revenue is recognized based on the generation and supply of electricity, the treatment of various costs related to borrowings, and the measurement and depreciation of different asset classes. The notes also specify criteria for recognizing and measuring assets like property, plant and equipment, intangible assets, and goodwill, including subsequent costs, depreciation methods, and impairment testing procedures.

This section details various aspects of the financial statements, including accounting treatments for business combinations, the movement in Property, Plant and Equipment, and the carrying amounts of Goodwill on acquisition. It outlines how assets and liabilities of combining entities are recognized, the treatment of financial information for prior years, and the details related to lease liabilities and intangible assets. Furthermore, it provides information on the impairment testing of goodwill arising from business combinations.

This section details various financial line items for Sembcorp Green Infra Limited, covering trade receivables, other financial assets, and deferred tax assets and liabilities across three fiscal years (March 31, 2026, 2025, and 2024). The data includes breakdowns for billed and unbilled receivables, various components of financial assets, and the movement in deferred tax provisions. The notes clarify the nature of receivables, the impact of expected credit loss allowances, and the components of deferred tax liabilities and assets.

This section details various financial adjustments and balances as of different dates, including deferred tax liabilities, current tax assets, inventory levels, current investments, and cash balances. It also provides information on the authorized and issued equity share capital structure, including details on different classes of preference shares and the terms associated with compulsory convertible cumulative preference shares.

This section details various aspects of the company's financial information, including shareholding structure, equity movements, and borrowings. It provides data on the holding company's shareholding, details regarding the issuance of shares, and various reserves such as capital reserves, debenture redemption reserves, and share-based payments reserves across different reporting periods. Furthermore, it outlines the details of borrowings, including both current and non-current amounts, along with the terms and repayment schedules for various loans taken from different lenders.

This section details various aspects of the company's financial arrangements, including terms of borrowing, security provisions, and corporate guarantees provided by various entities. It outlines different interest rates, repayment schedules for loans, and the nature of the security pledged against borrowings. Furthermore, it lists details regarding lease liabilities, other financial liabilities, provisions for employee benefits, and asset retirement obligations, with historical and projected figures.

This section details various financial line items and reconciliations for Sembcorp Green Infra Limited across different reporting periods. It includes movements in provisions for asset retirement obligations, trade payables, revenue from operations, other income, employee benefits, finance costs, depreciation, and various tax components. The data is presented in millions of Indian Rupees and spans fiscal years ending March 31, 2026, 2025, and 2024.

This section details various actuarial calculations related to benefits obligations, including actuarial gains/losses, and the present value of defined benefit obligations over three fiscal years (ending March 31, 2026, 2025, and 2024). It also covers changes in these obligations due to various assumptions like discount rates and future salary escalations. Furthermore, the text includes information on expected cash flows, contributions to provident funds, and the impact of new labour codes on employee benefits obligations. Finally, it lists related party disclosures, including names of related parties, transactions, and outstanding balances as of the reporting date.

This section details transactions entered during the year for Sembcorp Green Infra Limited across various investment categories and asset sales. The data includes movements in investment in equity shares, investment in debentures, and the sale of equity shares of subsidiaries. Furthermore, it lists transactions that were eliminated upon consolidation according to Ind AS 24 and SEBI ICDR Regulations for the years ended March 31, 2026, 2025, and 2024.

This section details various transactions, borrowings, and repayments undertaken by Sembcorp Green Infra Limited across different fiscal years. The data includes proceeds and redemptions from preference shares and debentures, as well as borrowings taken and repayments made. It also lists loans given to and repayments of borrowings, alongside details of various renewable energy and infrastructure related entities.

This section presents a detailed breakdown of transactions entered during the year for various segments of Sembcorp Green Infra Limited, categorized by different renewable energy and infrastructure entities. The data is provided for three distinct fiscal years, spanning from March 31, 2024, to March 31, 2026. The information covers numerous subsidiaries, including wind power, solar, and corporate entities, showing the movement of these assets or transactions across the specified periods.

This section presents a detailed breakdown of transactions for various subsidiaries for the years ended March 31, 2026, 2025, and 2024. The data includes figures for different segments such as Green Infra Clean Energy Projects, Wind Farms, Solar, and Renewable Energy assets and generation. The data is presented in Indian Rupees millions, with some line items showing zero values for certain periods.

This section presents a detailed breakdown of transactions entered during the year for various subsidiaries and related entities, comparing their performance across three fiscal years ending March 31, 2026, March 31, 2025, and March 31, 2024. The data covers a wide range of segments including solar, wind, and clean energy generation, alongside various asset and project lines. The information is segmented across different entities such as Vector Green, Green Infra Clean Energy, and various Green Infra renewable power components.

This section details various transactions and financial movements for the year ended March 31, 2026, compared to the years ended March 31, 2025 and March 31, 2024, across several subsidiaries and related parties. It includes data on transactions entered, purchases of property, plant and equipment, interest expenses on borrowings, reimbursements, and various payments related to business transfers and loan repayments. The data spans across different segments such as solar parks, renewable energy, and wind power generation.

This section details various transactions and financial movements for Sembcorp Green Infra Limited across different fiscal years, covering transactions entered, payments made on behalf of related parties, and various financial flows. It includes records for interest expense on borrowings, management and facility sharing fees, purchases and repayments related to different entities, proceeds from equity share issuances, borrowings taken, and repayments of borrowings. The data spans across the years ended March 31, 2026, 2025, and 2024.

This section details various transactions and financial movements for different subsidiaries of Sembcorp Green Infra Limited across three fiscal years ending March 31, 2026, March 31, 2025, and March 31, 2024. The data includes details on borrowings, repayments, interest expenses, rental income, and various payments made on behalf of related parties for entities such as Green Infra Clean Hybrid Assets Limited, Green Infra Wind Energy Generation Limited, Green Infra Clean Energy Projects Limited, Green Infra Clean Power Projects Limited, Green Infra Wind Power Private Limited, Green Infra Clean Renewable Energy Limited, Green Infra Clean Solar Energy Limited, Green Infra Clean Solar Farms Private Limited, and Green Infra Clean Wind Farms Limited.

This section details various transactions and financial movements for Sembcorp Green Infra Limited across different fiscal years. It includes data on the purchase of property, plant and equipment, reimbursements, management fees, borrowings, repayments, interest expenses, and proceeds from equity and preference share issuances. The data spans for the years ended March 31, 2026, 2025, and 2024, covering numerous subsidiaries and related entities.

This section details various transactions and financial movements for Sembcorp Green Infra Limited across different fiscal years. It includes data on reimbursements, payments to related parties, sales of stores and spares, proceeds from the redemption of preference shares, borrowings, repayments, interest expenses, and management and facility sharing fee expenses. Furthermore, it covers transactions related to borrowings taken, repayments of borrowings, and interest expenses, as well as various purchases and sales of property, plant and equipment, and other operational income streams.

This section details various transactions and financial movements for Sembcorp Green Infra Limited across different fiscal years. It includes data on repayments of borrowings, interest expenses, payments to related parties, proceeds from equity issuance, borrowings taken, and various other operational and financial activities. The data is presented in millions of Indian Rupees and spans periods ending in March 2026, 2025, and 2024. The data also covers interactions with various subsidiaries and related entities.

This section details various transactions and financial movements for Sembcorp Green Infra Limited across different fiscal years. It includes data on interest expense, purchases, payments on behalf of related parties, and proceeds from equity issuance. Furthermore, it covers borrowings, repayments, and interest income on debentures, alongside various management and facility sharing fee expenses. The data is presented for the years ended March 31, 2026, 2025, and 2024.

This section details various transactions and financial movements for Sembcorp Green Infra Limited across different fiscal years. Key activities include purchases and reimbursements related to various subsidiaries, management and facility sharing fees, interest income on debentures, and borrowings. The data covers transactions for the years ended March 31, 2026, 2025, and 2024. Specific line items such as the purchase of stores and spares, redemption of preference shares, borrowings taken, and repayments of borrowings are provided.

This section details various transactions and financial movements for Sembcorp Green Infra Limited across different years. It includes data on preference share transactions, borrowings, interest expenses, and various fees. Furthermore, it shows transactions involving related parties, sales of assets, and purchases of property, plant, and equipment. The data is presented for fiscal years ending March 31, 2026, 2025, and 2024.

This section details various transactions and financial movements for Sembcorp Green Infra Limited across different fiscal years. It includes payments made by the company on behalf of related parties, sales of assets, management fees, debenture redemption proceeds, borrowings, repayments of borrowings, and interest expenses on borrowings. The data spans for the years ended March 31, 2026, 2025, and 2024, covering several subsidiaries and related entities.

This section details various transactions and financial movements for Sembcorp Green Infra Limited across different fiscal years. It includes records for interest expense on debentures, payments made by the company on behalf of related parties, loan activities, and management and facility sharing fee expenses. The data is presented in columns corresponding to the years ended March 31, 2026, March 31, 2025, and March 31, 2024.

This section provides detailed breakdowns of various transactions, borrowings, interest movements, and related party payments for Sembcorp Green Infra Limited across fiscal years ending March 31, 2024, 2025, and 2026. The data covers transactions with various subsidiaries and related entities, including debenture activities, loan transactions, and management fee expenses. Specific attention is given to the movement of borrowings, repayments, and interest income/expense related to different counterparties.

This section details various financial transactions, including payments between related parties, interest income and expense on loans, management and facility sharing fee expenses, and the redemption of debentures for Sembcorp Green Infra Limited across different fiscal years. The data covers transactions for the years ended March 31, 2026, 2025, and 2024. Furthermore, the section lists borrowings taken, repayments of borrowings, and proceeds from the issuance of equity shares and debentures.

This section details various transactions, borrowings, and interest related to loans and investments for Sembcorp Green Infra Limited across different fiscal years. It includes records of interest income and expense on borrowings and debentures, payments made on behalf of related parties, and repayments of loans. Furthermore, it lists transactions involving various other entities, including investments in equity shares and the purchase of assets like solar cells.

This section details various transactions and financial line items for the company across different fiscal years, covering transactions entered, borrowings, interest income and expense, and payments made on behalf of related parties. It also lists various balances as at the year-end, categorized into recoverable against the sale of assets and trade receivables.

This section presents various balances as of the year-end for different entities, including Vector Green Sunrise Limited, Vector Green Sunshine Private Limited, Vector Green Surya Urja Private Limited, and several infrastructure and construction companies. The data includes balances for different years, with some entities showing zero balances for certain periods. It also details interest accrued on debentures, loan receivables, and borrowings taken, along with various trade and other payables.

This section details various financial balances and borrowings across different entities of Sembcorp Green Infra Limited for the years ending March 31, 2026, March 31, 2025, and March 31, 2024. It includes figures for interest accrued on loans, various payables, trade and other payables, and borrowings taken across different segments like Wind Energy, Clean Assets, Clean Energy, Clean Hybrid Assets, Clean Power Projects, Clean Renewable Energy, Clean Solar Energy, Clean Solar Farms, and Clean Wind Farms. The data spans multiple financial lines and entities.

This section presents various balance sheet and liability figures for Sembcorp Green Infra Limited across different reporting periods, spanning from March 31, 2024, to March 31, 2026. The data includes details on trade payables, borrowings, interest accrued, and various payables against the purchase of assets. It also lists balances for different subsidiaries and related entities involved in solar, wind, and renewable energy sectors.

This section presents various financial balances and transactions for different entities as of March 31, 2026, March 31, 2025, and March 31, 2024. The data covers interest accrued on debentures and borrowings, trade payables, and details regarding borrowings taken, loan receivables, and other financial liabilities across several subsidiaries. The information is segmented by different project or entity groupings.

This section details the balances of various financial components for Sembcorp Green Infra Limited across different years, categorized by different entities. It includes data on interest accrued on debentures and loans, trade payables, borrowings taken, and trade receivables. The data is presented for several subsidiaries and related entities, showing fluctuations in these balances over the years.

This section presents various financial balances and liabilities for Sembcorp Green Infra Limited across three fiscal years ending March 31, 2026, March 31, 2025, and March 31, 2024. The data includes figures for trade payables, borrowings, interest accrued on borrowings, and debentures, alongside balances related to various subsidiaries and financial instruments. The data is presented in Indian Rupees millions.

This section details the reconciliation of net debt across different reporting dates, including cash and cash equivalents, various financial instruments, and borrowings. It also outlines the fair value hierarchy for financial instruments, categorizing them based on the observability of their inputs. Furthermore, it discusses various financial risks, including credit risk, market risk (interest rate, foreign currency), and investment risk, detailing how the Group manages these exposures.

This section details various aspects of the Group's financial reporting, including liquidity risk, segment information, share-based payments, contingent liabilities, and various contractual agreements. It outlines the Group's operations in the renewable energy sector, the nature of share plans granted by the ultimate parent company, and details of various legal and contractual matters, such as disputes over stamp duty and power purchase agreements. Furthermore, it covers acquisitions of subsidiaries and the resulting goodwill recognized under business combinations.

This section details the financial aspects related to the acquisition of a subsidiary and various accounting treatments for business combinations. It outlines the purchase consideration for acquiring a stake in Green Infra Sun Bright Private Limited (GISBPL), the resulting goodwill recognized, and the revenue and profit figures for GISBPL for a specific period. Furthermore, it discusses the disposal of remaining project licenses and the accounting treatment for a reverse merger, including the creation of a capital reserve. Finally, it provides extensive details on the consolidation of various subsidiaries and their financial positions as of March 31, 2026, compared to March 31, 2025.

This section presents a detailed comparison of the restated consolidated financial information for various subsidiaries between March 31, 2025, and March 31, 2024. It lists net assets, share in total comprehensive income, and various revenue/income figures for numerous entities. Furthermore, it includes extensive notes detailing significant accounting judgements and estimates concerning impairment of non-financial assets, income tax provisions, defined benefit obligations, trade receivable impairment, useful lives of assets, provisions, contingent liabilities, leases, and the classification of current versus non-current assets and liabilities.

This section details various accounting treatments and recognition principles for different financial items under the Restated Consolidated Financial Information. It covers treatments for deferred tax assets and liabilities, government grants, assets held for sale, inventories, foreign currency transactions, financial instruments, and the subsequent measurement and derecognition of financial assets and liabilities. Furthermore, it outlines rules for impairment testing of financial assets and non-financial assets, as well as accounting for employee benefits, including short-term benefits, defined contribution plans, and defined benefit gratuity plans.

This section details various accounting policies and adjustments related to the financial statements, including provisions for compensated absences, bonus plans, share-based payment transactions, interest income recognition, provisions, contingent liabilities, and earnings per share calculations. It also includes notes on the statement of cash flows, cash and cash equivalents, and various adjustments made to the audited consolidated financial statements across different reporting periods.

This section presents various accounting ratios derived from the Restated Consolidated Financial Information for the financial years ended March 31, 2026, 2025, and 2024. It includes metrics such as basic and diluted earnings per equity share, Return on Net Worth, Net Asset Value per Equity Share, profit for the year, EBITDA, EBITDA margin, Net Debt to Equity, Net Debt to EBITDA, Days of Receivables Outstanding, Interest Coverage, and Cash Profit for the year. The text also details the calculation methodologies for these ratios, including definitions for terms like Net Worth and various components used in calculations.

This section details various financial metrics and debt information for the company across different financial years. It includes calculations for Net Asset Value per Equity Share, Operational Debt to EBITDA ratios, and a breakdown of borrowings and capitalisation statements. The text also outlines the terms and conditions related to the borrowings availed by the company and its subsidiaries, including interest rates, tenor, repayment schedules, and various events of default.

This section provides management's perspective on the financial condition and operating results for Fiscal Years 2026, 2025, and 2024, clarifying that the financial information is derived from the Restated Consolidated Financial Information. The company operates as a renewable Independent Power Producer (IPP) focusing on utility-scale and complex renewable projects in India. The portfolio as of March 31, 2026, included 105 projects, with a significant concentration in resource-rich states. The company emphasizes its experience in project development, execution, and operating through flexible engineering, procurement, and construction (EPC) models.

The company provided financial performance data for fiscal years 2026, 2025, and 2024, covering key profitability and leverage metrics. Profit for the year showed an increase from ₹298.83 Crore in Fiscal 2025 to ₹371.08 Crore in Fiscal 2026. EBITDA margins remained high, fluctuating between 74.20% and 75.89%. The company maintained a disciplined capital structure, evidenced by Net Debt to Equity ratios ranging from 1.52 to 1.68. Furthermore, the company maintained strong credit ratings and benefited from favorable interest rates on borrowings.

This section details various financial calculations, debt structures, and cash flow movements, along with risk disclosures. It defines several key ratios such as EBITDA Margin, Net Debt to Equity, and Operational Debt to EBITDA, specifying the components used for their calculation. The text also provides liquidity and capital resource details, including balances as of March 31, 2026, and summarizes cash flows for fiscal years 2026, 2025, and 2024. Furthermore, it outlines various risk management policies concerning credit risk, market risk (including interest rate and foreign currency risk), and investment risk.

This section details various accounting treatments for different financial statement line items, including revenue recognition, contract accounting, borrowing costs, property, plant, and equipment, intangible assets, leases, and business combinations. It outlines specific rules for recognizing revenue from power generation, handling of receivables and liabilities related to contracts, accounting for interest expense on borrowings, and the recognition and depreciation policies for various asset classes. Furthermore, it provides guidance on the accounting for business combinations, including the acquisition method and treatment of contingent consideration.

Investors should be aware that a significant portion of the company's revenue relies on sales to key offtakers, and any loss of these relationships could negatively impact the business and financial condition. The company enters into long-term power purchase agreements (PPAs) with these offtakers, and there is a risk that these agreements could be breached or that the financial health of the offtakers could deteriorate, which might prevent the company from replacing the agreements. Furthermore, the company operates in a highly competitive environment for renewable energy project auctions, and changes in the auction process could hinder its ability to expand its portfolio. The company's ability to secure and execute PPAs is also affected by various regulatory and governmental factors, including potential changes in policies or judicial rulings.

The company faces various risks related to project execution, including supply chain disruptions, component delays, and issues arising from the financial and operational health of suppliers. Risks also stem from regulatory and political environments, such as land allotment delays, community protests, and potential restrictions on sensitive habitats. Equipment failures, technical faults, and adverse weather pose threats to energy generation. Furthermore, risks associated with Power Purchase Agreements (PPAs) include potential termination, penalties for failing to meet supply obligations, and issues with tariff adjustments. PPAs with government entities are often standard contracts with limited negotiation flexibility, and there are concerns about potential litigation or adverse regulatory decisions.

The company is obligated to provide various guarantees, including bid bond, connectivity, performance, and corporate guarantees, which could lead to financial losses if defaults occur. The business faces risks related to the supply chain, as a significant portion of purchases comes from a few key suppliers, and disruptions in supply or price volatility can impact operations. Furthermore, the business is exposed to risks from third-party suppliers regarding quality and delivery, and the industry is vulnerable to commodity price fluctuations. Operational risks are compounded by the seasonal nature of energy production, reliance on weather conditions, and potential damage from severe weather events. Finally, the company's high leverage position and reliance on external financing create risks related to debt servicing and the ability to secure future funding.

The company faces several risks related to financing agreements, including covenants that could restrict changes in management control or capital structure, and potential penalties for non-compliance. There is also a risk concerning the availability of electricity grid infrastructure, which could lead to curtailments and revenue loss. Furthermore, the company is exposed to risks related to power purchase agreements, such as the inability to renew contracts at favorable tariffs, and potential issues with counterparties failing to meet payment obligations. Finally, there are significant risks associated with regulatory restrictions on renewable energy development in certain states and uncertainties in capital expenditure due to fluctuating input costs and supply chain disruptions.

The company faces risks related to project execution, including potential delays due to right-of-way challenges, which have historically led to cost increases. There is also a risk concerning the repayment of borrowings to affiliates of Book Running Lead Managers, raising potential conflict of interest concerns. Operations are heavily concentrated in states like Tamil Nadu and Gujarat, making the business vulnerable to local factors such as accidents, political issues, and natural disasters. Furthermore, the business is exposed to adverse changes in the regulatory framework and various Indian laws and regulations. Finally, the reliance on technology infrastructure presents a risk of disruptions that could lead to data loss and negatively impact business operations.

The company faces various risks related to evolving electricity regulations, including changes in open access rules and banking restrictions, which could impact operations. There are concerns regarding the potential for adverse changes in government policies, such as the withdrawal of concessional charges, to affect business and cash flows. Furthermore, there are significant risks associated with the import of renewable energy equipment, including potential restrictions and increased costs. The company is also exposed to risks related to land title issues in India, including difficulties in property identification and potential disputes. Finally, navigating complex projects presents challenges related to technical expertise, forecasting errors, and regulatory compliance.

The company faces various risks across its operations, including price volatility in electricity sales, dependence on promoters and the Sembcorp Group for support, and potential issues with the brand name. There are significant concerns regarding the evolving nature of BESS technology, legal proceedings, and regulatory hurdles related to permits and connectivity. Furthermore, foreign exchange fluctuations pose a threat to the company's financial performance.

The company faces risks related to project financing, potential disruptions from acquisitions and divestments, and exposure to labor disputes. There is a risk of disruptions in the steady supply of workforce, which could affect operations and cash flows. Furthermore, the company is subject to credit and performance risks from third-party suppliers and contractors, including potential breaches of supply agreements. The company also faces risks related to inadequate insurance coverage and exposure to physical damage from natural disasters or geopolitical events. Finally, the company competes in a highly competitive renewable energy market and is susceptible to fluctuations in interest rates.

The section details several risks related to financial reporting, compliance, and operational execution, particularly concerning statutory audits and record-keeping. Risks include potential adverse effects from auditor remarks, issues with maintaining backup for financial records, and non-deposit of statutory dues. There are also significant risks associated with public response to renewable energy projects, challenges in acquiring land for projects, and potential conflicts of interest among promoters and directors. Furthermore, the company faces risks related to internal controls, potential fraud, and non-compliance with anti-corruption laws. Finally, there are concerns regarding the enforceability of intellectual property rights and potential delays or disputes in land acquisition processes.

The company has faced instances of delays in paying various statutory dues, which were attributed to administrative or logistical issues, although all dues have since been settled. There is a lack of assurance that such delays will not recur in the future, which could lead to penalties. Furthermore, the company's ability to raise foreign capital is constrained by Indian laws and regulations, including restrictions on foreign investors and exchange controls. Additionally, changes in government economic policies could negatively impact the business and financial results.

The company faces risks stemming from the influence of the Indian Government and its fluctuating economic policies, which can impact business operations and cash flows. There is concern regarding the persistence of economic liberalization policies and the potential for adverse effects on business performance. Furthermore, the business is exposed to global economic instability, including slowdowns, financial turmoil, and trade conflicts, which can cause volatility in financial markets and affect the Indian economy. Regulatory changes, including new laws, tax interpretations, and data protection rules, pose compliance risks that could increase costs or require new approvals. Finally, risks related to inflation, currency fluctuations, and changes in accounting standards also threaten the company's financial performance.

The company faces several risks related to competition law enforcement, including potential scrutiny from the CCI regarding agreements outside India. There are also risks associated with stock exchange surveillance measures that could impose trading restrictions on equity shares. Furthermore, investors may face challenges enforcing judgments from foreign courts in India, and there are various tax implications for capital gains and dividends. Operational risks include vulnerability to natural disasters, and market volatility due to global economic issues and currency fluctuations. Finally, there are uncertainties regarding the timely listing and trading of equity shares, as well as potential dilution from future equity issuances.

The section details various legal and regulatory proceedings involving the Company, its subsidiaries, and other parties. This includes criminal proceedings, actions by statutory or regulatory authorities, disciplinary actions by SEBI, claims related to direct and indirect tax matters, and other pending litigations or arbitration proceedings. Specific attention is given to disputes over land demarcation, alleged illegal mining, caste-based complaints, disputes over land ownership, issues with transmission charges, cess assessments, and disputes concerning power purchase agreements and regulatory regulations for wind power projects.

The section details various legal and regulatory proceedings involving the Company and its Subsidiaries, spanning criminal, regulatory, and civil domains. This includes several pending criminal proceedings related to FIRs and complaints against subsidiaries, numerous regulatory actions by various departments concerning technical standards, power quality, and compliance with various regulations, and ongoing civil litigation concerning tariff orders and power purchase agreements. Furthermore, there are disputes regarding land ceiling issues and disputes with regulatory bodies over the filing of required corporate documents.

The section details several ongoing legal and regulatory proceedings involving the Company and its subsidiaries across various domains. These include appeals related to electricity tariff determinations, civil suits concerning property ownership disputes, and disputes over power purchase agreements and deductions. Furthermore, there are numerous tax-related proceedings, including income tax matters and various GST-related cases. The text also outlines outstanding dues to creditors and notes that no material developments have occurred recently that would materially affect operations or profitability.

The company requires various approvals, licenses, registrations, and permits from governmental and regulatory authorities to conduct its business activities and undertake the Issue. The disclosure lists material approvals obtained by the company and its subsidiaries, including Green Infra Renewable Energy Private Limited (GIREPL), Yarrow Infrastructure Private Limited (YIPL), Vector Green Energy Private Limited (VGEPL), Green Infra Solar Farms Private Limited (GISFPL), and Green Infra Wind Solutions Private Limited (GIWSPL). The text details various tax registrations, professional tax registrations across different states, and importer-exporter codes for the company and its subsidiaries. Furthermore, it outlines numerous approvals required for operational wind and solar power projects, including registrations under various acts, approvals from state nodal agencies, and grid connectivity agreements.

The section details various regulatory approvals and registrations that the Company and its Subsidiaries have applied for or are subject to, including registrations under the Contract Labour Act, change in land use permissions, and factory licenses. It also mentions a labour welfare fund registration certificate. Furthermore, the text clarifies that there are no material approvals that have expired and require renewal, nor are there any material approvals that have been required but not obtained or applied for. The section also lists numerous Group Companies and clarifies their relationship with the Company, noting that some Group Companies provide supporting and advisory services under a Technical Services Agreement.

The text explicitly states that neither the Group Companies nor their directors have any conflict of interest with suppliers of raw materials or third-party service providers essential for the Company's operations. Furthermore, it confirms that there is no conflict of interest with any lessor of immovable properties that are crucial for the Company's operations.

The section details various approvals and compliance confirmations related to the issuance process. The company has received in-principle listing approvals from the BSE and NSE. Furthermore, the company and its promoters have confirmed compliance with various regulations, including those concerning significant beneficial owners and prohibitions against certain individuals. The text also outlines eligibility criteria for the issue based on financial metrics and confirms compliance with SEBI ICDR Regulations regarding the allotment process.

The section details various representations and acknowledgments required from purchasers acquiring Equity Shares, primarily concerning transactions outside the United States. It outlines restrictions on the transfer or sale of these shares, stipulating that such transactions must comply with specific rules under the U.S. Securities Act, such as Rule 903 or Rule 144A, or involve offshore transactions compliant with Regulation S. Furthermore, it specifies that purchasers and their affiliates should not engage in 'directed selling efforts' in the United States. The text also covers procedures for dealing with past issues, including the handling of price information by Book Running Lead Managers and various compliance confirmations regarding public issues.

The provided section details historical price information for past issues handled by various financial intermediaries (Citigroup Global Markets India Private Limited, CLSA India Private Limited, HSBC Securities and Capital Markets (India) Private Limited, and ICICI Securities Limited). This information includes issue names, sizes, listing dates, and various percentage changes in closing prices against benchmark indices over different timeframes (30, 90, and 180 calendar days). The data is segmented by financial year, and notes specify that data is based on issues listed during those financial years and that certain data points are unavailable due to the time elapsed not being complete.

This section details various aspects related to the issuance of securities, including historical IPO data, track records of various Book Running Lead Managers (BRLMs), and mechanisms for resolving investor grievances. It outlines procedures for handling complaints, including timelines for redressal and compensation for delays in fund unblocking. Furthermore, it confirms the company's compliance status regarding SEBI regulations and the appointment of a Compliance Officer.

This section outlines the various legal frameworks and conditions governing the issuance of equity shares, including adherence to the Companies Act, SEBI ICDR Regulations, SCRA, and various other laws. It details the ranking of equity shares relative to existing shares and the rules for dividend payments. Furthermore, it specifies the process for determining the issue price, the procedures for allotment in dematerialized form, and the rights of equity shareholders. The text also covers nomination facilities for bidders and various provisions related to the withdrawal or revision of the issue.

This section details various procedural and regulatory aspects related to the issuance, including conditions for refunds, minimum bidder requirements, and the structure of the issue. It specifies rules regarding the disposal of odd lots, restrictions on the transfer and transmission of equity shares, and the allotment process through the Book Building Process. Furthermore, it outlines the allocation structure for different investor categories such as QIBs, NIBs, and RIBs, including provisions for Anchor Investors and the allocation of portions to domestic Mutual Funds and insurance/pension funds.

The section details various rules regarding the bid process, including requirements for joint names in bids and the responsibility of bidders to confirm eligibility under applicable laws. It outlines procedures for handling under-subscription across different portions of the issue, with specific rules for the QIB portion. The text also discusses the use of various payment mechanisms like UPI and the phased implementation of these mechanisms, along with timelines for listing. Furthermore, it specifies requirements for bidders concerning PAN linkage with Aadhaar and the trading of equity shares in the dematerialized segment.

This section details various requirements and restrictions concerning different categories of bidders in the issuance process, including Mutual Funds, individual persons, Foreign Institutional Investors (FPIs), and various corporate and financial entities. It outlines specific documentation requirements, such as SEBI registration certificates, for certain bidders. Furthermore, it specifies investment limits and rules for different investor types, such as those related to insurance companies and banking companies, concerning their exposure to the company or its sector.

This section details various regulatory requirements and procedural guidelines for participation in the issue, distinguishing between bids from Systemically Important NBFCs and Anchor Investors. It specifies documentation required for NBFC bids, sets limits and conditions for Anchor Investor participation, and outlines strict instructions for all bidders regarding bid submission, fund blocking mechanisms (ASBA/UPI), and the proper handling of various investor categories.

This section details numerous instructions and prohibitions concerning the submission of bids and application forms, primarily focusing on eligibility criteria, bid limits, and submission methods. It specifies various restrictions on bid amounts, timing, and the use of certain payment instruments or accounts. Furthermore, it lists technical grounds under which bids may be rejected, including issues with documentation and the use of unapproved digital mechanisms. The section also outlines undertakings by the company regarding the timely processing of issues, refunds, and the utilization of funds received.

This section details various regulations concerning foreign investment in Indian securities, primarily governed by the Industrial Policy, 1991, and FEMA. It outlines that foreign investment can be permitted through automatic or approval routes depending on the sector, with the RBI and relevant ministries responsible for granting approvals. The text discusses amendments to the FDI Policy through various press notes and rules, including requirements for prior government approval for investments by entities from countries sharing a land border with India. Furthermore, it specifies limits on share transfers between Indian residents and non-residents, and various rules regarding the treatment of multilateral banks and the declaration of government approval requirements for share transfers.

This section summarizes related party transactions as per the requirements under Ind AS 24 and SEBI ICDR Regulations for the financial years ended March 31, 2026, March 31, 2025, and March 31, 2024. The disclosed transactions involve various entities, including equity share capital, share-based payments, sale of equity shares, and various service fees and reimbursements with subsidiaries and holding companies. Several transactions involve payments made by the group on behalf of related parties to the fellow subsidiary company, as well as trade receivables and payables with different entities.

This section details various entities, including bankers, designated intermediaries, and experts, with whom the company has established contact or received consent for the Draft Red Herring Prospectus. It lists several banks and financial institutions, such as Mizuho Bank, Ltd, HSBC, ICICI Bank Limited, and Barclays Bank PLC, who are listed as contacts. Furthermore, it outlines various lists and procedures related to Syndicate Banks, Registered Brokers, Registrar and Share Transfer Agents, and Collecting Depository Participants, referencing various SEBI circulars and websites for information. The text also mentions written consents from Chartered Accountants, Chartered Engineers, and Practicing Company Secretaries to be included as 'experts' in the prospectus.

This section primarily discusses the responsibility of the Underwriters concerning the payment of Equity Shares allocated to investors as procured by them according to the Underwriting Agreement. It clarifies that the Underwriters are severally responsible for ensuring payment, including any defaults, and for procuring purchasers or purchasing the Equity Shares to the extent of the defaulted amount. Furthermore, it outlines the obligations related to bids to be underwritten by each Book Running Lead Manager.

The company's Board currently comprises six Directors, including one Managing Director and two Non-Executive Directors, which includes the Chairman and three Independent Directors, adhering to corporate governance requirements. The Board structure includes specific details regarding the directorships, terms, and other affiliations of each individual. Key personnel include Vipul Tuli as Chairman and Non-Executive Director, Appakudal Nithyanand as Managing Director, and several Independent Directors with various directorships in other companies. The document also outlines remuneration terms for the various directors and clarifies that no such arrangements exist with major shareholders or others for director appointments.

The company has authorized borrowing powers from the Board, which are subject to limits based on paid-up capital and free reserves. The company is in compliance with corporate governance requirements prescribed by SEBI Listing Regulations concerning the composition of the Board and the formation of various committees, including the Audit, Nomination and Remuneration, Stakeholders Relationship, Risk Management, and others. Specific details regarding the scope and functions of these committees are outlined, detailing their oversight responsibilities over financial reporting, director qualifications, investor grievances, risk management, and internal controls.

The management structure includes several key personnel, including directors and key managerial personnel, whose roles and responsibilities are outlined in the prospectus. The Corporate Social Responsibility Committee has members including Jairaj Kallaikuruchi as Chairperson, Sangeeta Talwar, and Appakudal Nithyanand as Members. Key managerial personnel such as the Chief Financial Officer, Company Secretary and Compliance Officer, and various Senior Management members are detailed, along with their tenure and responsibilities. The document also covers aspects related to the organization structure, interests of management, and changes in key personnel over the preceding years.

The promoters of the company are Sembcorp Utilities Pte Ltd (SCU) and Sembcorp Industries Ltd (SCI). SCU holds 100% of the issued, subscribed, and paid-up equity share capital of the company, while SCI holds 100% of SCU's share capital. SCU was incorporated in Singapore, and its business involves investment holding and management services. SCI is a listed entity on the Singapore Exchange (SGX) and functions as a corporate headquarter providing strategic direction and investment holding for its subsidiaries. The document details various aspects of the promoter group, including shareholding, related party transactions, and disassociations with certain companies.

This section lists a diverse range of entities, including various Sembcorp Integrated Hubs, Sembcorp Properties in different regions, and numerous other companies and investment holdings. The list also includes various renewable energy technology companies, power generation entities, and various utility and financial holdings. There is no explicit mention of adverse regulatory actions, litigation, or defaults against any of the listed entities in this segment.

This section lists numerous entities, including various companies and investment funds, which are detailed in the subsequent sections. It also outlines the company's dividend policy, stating that dividend declarations are subject to various internal and external factors, such as profits, capital requirements, macroeconomic changes, and regulatory changes. The text cautions that past dividend payments are not indicative of future performance and that there is no guarantee of future dividend declarations.

This section details the main provisions of the Articles of Association of the company, clarifying that certain regulations from the Companies Act, 2013, shall not apply unless expressly repeated or made applicable in these Articles. It defines key terms such as the Act, Annual General Meeting, Board, and Equity Shares. The articles specify that the Company is a Public Company and that provisions applicable to public companies shall apply. Furthermore, the section outlines rules regarding the issuance of various share types, the control of shares by the Directors, and procedures for the transfer and maintenance of share certificates.

The provisions detail various aspects concerning the lien of the Company on its equity shares, including provisions for pledgees and pledgors, and the Company's right to sell such shares. The articles also cover the process for making calls on members for unpaid amounts, including interest provisions and the Board's discretion to waive interest. Furthermore, the text outlines procedures for the transfer of shares, including the Board's power to direct endorsements or issue fresh certificates, and restrictions on such transfers. There are also provisions related to the transmission of shares upon the death or insolvency of a member, including the Board's power to elect for the heir to register as the holder or transfer the shares.

This section details various provisions concerning the issuance of debt instruments, such as debentures or loans, and their potential conversion into shares, particularly when directed by the Government. It outlines procedures for appealing such conversions and the government's consideration in determining the terms. Furthermore, the text covers the treatment of applications for shares, the payment of money required by the Board, and the rights of members regarding the transfer of shares. It also discusses the power of the company to issue preference or convertible preference shares and the ability to amalgamate with other entities. The provisions also cover alterations to the share capital, including increasing or dividing shares, and the rules for handling the conversion of shares into stock.

This section details various provisions concerning the Board of Directors, including delegation of powers, director retirement, remuneration, and the appointment of a Managing Director. It outlines procedures for board meetings, including voting majority and casting votes, and the power of the Board to decide on certain matters. Furthermore, it covers the Board's authority regarding company expenses, the use of video conferencing for meetings, and the validity of written resolutions. The text also addresses the appointment and removal of certain officers and the handling of company seals.

This section details various provisions concerning dividends, payments, and the rights of shareholders. It outlines rules for declaring and paying dividends, including provisions for deducting amounts due from members. It also specifies procedures for handling unpaid dividends and sets limits on interest on such dividends. Furthermore, it addresses the rights of joint holders regarding dividends and the transfer of shares in relation to declared dividends.

The section primarily addresses the precedence of SEBI Listing Regulations over the Articles of Association concerning equity shares traded on a recognized stock exchange. It details various material contracts and documents that have been entered into or are planned for entry into by the Company, outlining where these documents can be inspected. Furthermore, it lists numerous material documents, including resolutions, financial reports, and various consents from different entities, including auditors and legal professionals.

The provided section primarily consists of declarations from various directors and a chairman confirming compliance with various laws and regulations. These declarations attest that the disclosures and statements made in the Draft Red Herring Prospectus adhere to the provisions of the Companies Act, 2013, and regulations issued by the Government of India or SEBI. The declarations are signed by individuals holding various directorial positions, including Director, Chairman and Non-Executive Director, Managing Director, and Independent Directors.

The provided text is a declaration confirming that all relevant provisions of the Companies Act, 2013, and various rules, guidelines, or regulations issued by the Government of India or SEBI have been complied with. It further certifies that no disclosure, undertaking, or statement made in the Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SEBI Act, the Securities Contracts (Regulation) Act, and related rules.