DRAFT RED HERRING PROSPECTUSDated April 4, 2019

(This Draft Red Herring Prospectus will be updated upon filing with the RoC)Please read section 32 of the Companies Act, 2013

Book Built Offer

BAJAJ ENERGY LIMITEDOur Company was originally incorporated at Mumbai as Bajaj Eco-chem Products Private Limited on June 27, 2008 as a private limited company under the Companies Act, 1956, registered with the Registrar of Companies, Maharashtra at Mumbai. For details of change in our name and the address of our Registered Office, please see the section entitled “History and Certain Corporate Matters” on page 130.

Registered Office: Khambarkhera, Shardanagar Road, Lakhimpur Kheri 261 506Corporate Office: 106-107, Bajaj Bhawan, 10th Floor, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai 400 021

Tel (Corporate Office): +91 22 2204 9056 / +91 22 2204 9058Contact Person: Alok Desai, Company Secretary and Compliance Officer

E-mail: complianceofficer@bajajenergy.com; Website: www.bajajenergy.com Corporate Identity Number: U40102UP2008PLC046764

PROMOTERS OF OUR COMPANY: BAJAJ POWER VENTURES PRIVATE LIMITED, SHISHIR BAJAJ, MINAKSHI BAJAJ, KUSHAGRA BAJAJ AND APOORVA BAJAJ

INITIAL PUBLIC OFFER OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ` 10 EACH (THE “EQUITY SHARES”) OF BAJAJ ENERGY LIMITED (OUR “COMPANY”) FOR CASH AT A PRICE* OF ̀ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ̀ [●] PER EQUITY SHARE) (THE “OFFER PRICE”) AGGREGATING UP TO ̀ 54,500 MILLION (THE “OFFER”) COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ` 51,500 MILLION BY OUR COMPANY (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO [●] EQUITY SHARES BY BAJAJ POWER VENTURES PRIVATE LIMITED AGGREGATING UP TO ` 3,000 MILLION (THE “PROMOTER SELLING SHAREHOLDER” AND SUCH OFFER, THE “OFFER FOR SALE”). THE OFFER WILL CONSTITUTE [●] % OF THE POST OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THE FACE VALUE OF EQUITY SHARES IS ` 10 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (THE “BRLMS”) AND THE CO-BOOK RUNNING LEAD MANAGER (THE “CO-BRLM”, AND TOGETHER WITH THE BRLMS, THE “LEAD MANAGERS”) AND WILL BE ADVERTISED IN (I) [●] EDITIONS OF [●] (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), AND (II) [●] EDITIONS OF [●] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER, HINDI ALSO BEING THE REGIONAL LANGUAGE OF UTTAR PRADESH, WHERE THE REGISTERED OFFICE OF OUR COMPANY IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES.

In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days following such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of three Working Days, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the respective websites of the Lead Managers and at the terminals of the Syndicate Members and by intimation to Self-Certified Syndicate Banks (“SCSBs”), other Designated Intermediaries and the Sponsor Bank, as applicable.

This Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”). The Offer is being made in accordance with Regulation 6(1) of the SEBI ICDR Regulations and through a Book Building Process wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”, and such portion, the “QIB Portion”). Our Company may, in consultation with the Lead Managers, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion”), out of which at least one-third shall be available for allocation to domestic Mutual Funds only, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders other than Anchor Investors, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer shall be available for allocation to Non-Institutional Bidders and not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential Bidders, other than Anchor Investors, are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective bank account (including UPI ID in case of RIBs) which will be blocked by the SCSBs, or the bank accounts linked with the UPI ID, as applicable, to participate in the Offer. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, please see the section entitled “Offer Procedure” on page 350.

RISKS IN RELATION TO THE FIRST OFFER

This being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of each Equity Shares is ` 10. The Floor Price, Cap Price and Offer Price (determined and justified by our Company in consultation with the Lead Managers, in accordance with the SEBI ICDR Regulations, and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process as stated in the section entitled “Basis for Offer Price” on page 74) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISK

Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in the Offer unless they can afford to take the risk of losing their investment. Bidders are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, Bidders must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have neither been recommended, nor approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the Bidders is invited to the section entitled “Risk Factors” on page 21.

COMPANY’S AND PROMOTER SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus 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 Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, the Promoter Selling Shareholder accepts responsibility for, and confirms, only statements made or undertaken expressly by the Promoter Selling Shareholder in this Draft Red Herring Prospectus specifically pertaining to itself and the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. The Promoter Selling Shareholder assumes no responsibility for any other statements, including, inter alia, any of the statements made by, or relating to, our Company or its business in this Draft Red Herring Prospectus.

LISTING

The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to letters dated [●] and [●], respectively. For the purposes of the Offer, the Designated Stock Exchange shall be [●]. A copy of the Red Herring Prospectus and the Prospectus shall be delivered to the RoC in accordance under Section 26(4) of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid/Offer Closing Date, please see the section entitled “Material Contracts and Documents for Inspection” on page 367.

BOOK RUNNING LEAD MANAGERS CO-BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER

Edelweiss Financial Services Limited14th Floor, Edelweiss HouseOff C.S.T. RoadKalinaMumbai 400 098Tel: +91 22 4009 4400E-mail: bajajenergy.ipo@edelweissfin.comWebsite: www.edelweissfin.comContact Person: Disha Doshi / Monik Shah

IIFL Holdings Limited10th Floor, IIFL Centre, Kamala CitySenapati Bapat MargLower Parel (West)Mumbai 400 013Tel: +91 22 4646 4600E-mail: bel.ipo@iiflcap.comWebsite: www.iiflcap.comContact Person: Nishita Mody / Harshit Talesara

SBI Capital Markets Limited202, Maker Tower ‘E’Cuffe ParadeMumbai 400 005Tel: +91 22 2217 8300E-mail: bel.ipo@sbicaps.comWebsite: www.sbicaps.comContact Person:Karan Savardekar / Sambit Rath

IDBI Capital Markets & Securities Limited6th Floor, IDBI Tower WTC Complex, Cuffe ParadeMumbai 400 005Tel: +91 22 2217 1700E-mail: bel.ipo@idbicapital.comWebsite: www.idbicapital.comContact Person: Sumit Singh / Subodh Gandhi

Link Intime India Private LimitedC-101, 1st floor, 247 ParkLal Bahadur Shastri MargVikhroli (West)Mumbai 400 083Tel: +91 22 4918 6000E-mail: bajajenergy.ipo@linkintime.co.inWebsite: www.linkintime.co.inContact Person: Shanti Gopalkrishnan

BID/OFFER PROGRAMME

BID/OFFER OPENS ON [●]*

BID/OFFER CLOSES ON [●]**

* Our Company may, in consultation with the Lead Managers, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date.

** Our Company may, in consultation with the Lead Managers, consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.

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TABLE OF CONTENTS

SECTION I: GENERAL ................................................................................................................................................... 1

DEFINITIONS AND ABBREVIATIONS ...................................................................................................................... 1 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ................. 12 FORWARD-LOOKING STATEMENTS ..................................................................................................................... 15 SUMMARY OF THE DRAFT RED HERRING PROSPECTUS .................................................................................. 17

SECTION II: RISK FACTORS ..................................................................................................................................... 21

SECTION III: INTRODUCTION.................................................................................................................................. 44

THE OFFER .................................................................................................................................................................. 44 SUMMARY OF FINANCIAL INFORMATION .......................................................................................................... 46 GENERAL INFORMATION ........................................................................................................................................ 52 CAPITAL STRUCTURE .............................................................................................................................................. 61 OBJECTS OF THE OFFER ........................................................................................................................................... 69 BASIS FOR OFFER PRICE .......................................................................................................................................... 74 STATEMENT OF TAX BENEFITS ............................................................................................................................. 77

SECTION IV: ABOUT OUR COMPANY .................................................................................................................... 81

INDUSTRY OVERVIEW ............................................................................................................................................. 81 OUR BUSINESS ......................................................................................................................................................... 109 REGULATIONS AND POLICIES .............................................................................................................................. 124 HISTORY AND CERTAIN CORPORATE MATTERS ............................................................................................. 130 OUR MANAGEMENT ............................................................................................................................................... 136 OUR PROMOTERS AND PROMOTER GROUP ...................................................................................................... 155 DIVIDEND POLICY ................................................................................................................................................... 160

SECTION V: FINANCIAL INFORMATION ............................................................................................................ 161

RESTATED CONSOLIDATED FINANCIAL INFORMATION ............................................................................... 161 LPGCL RESTATED FINANCIAL INFORMATION ................................................................................................. 208 OTHER FINANCIAL INFORMATION ..................................................................................................................... 254 CAPITALISATION STATEMENT ............................................................................................................................ 255 FINANCIAL INDEBTEDNESS ................................................................................................................................. 256 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS ............................................................................................................................................................ 259

SECTION VI: UNAUDITED RESTATED PROFORMA FINANCIAL INFORMATION ................................... 298

SECTION VII: LEGAL AND OTHER INFORMATION ......................................................................................... 309

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................................. 309 GOVERNMENT AND OTHER APPROVALS .......................................................................................................... 317 OUR GROUP COMPANIES ....................................................................................................................................... 318 OTHER REGULATORY AND STATUTORY DISCLOSURES ............................................................................... 330

SECTION VIII: OFFER INFORMATION ................................................................................................................ 343

TERMS OF THE OFFER ............................................................................................................................................ 343 OFFER STRUCTURE ................................................................................................................................................. 348 OFFER PROCEDURE ................................................................................................................................................ 350 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................................. 362

SECTION IX: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION .... 363

SECTION X: OTHER INFORMATION .................................................................................................................... 367

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ..................................................................... 367 DECLARATION ......................................................................................................................................................... 370

ANNEXURE 1 - VALUATION REPORT................................................................................................................... 372

SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates

or implies, or unless otherwise specified, shall have the meaning as provided below. References to any legislations, acts,

regulations, rules, guidelines or policies shall be to such legislations, acts, regulations, rules, guidelines or policies as

amended, supplemented, or re-enacted, from time to time, and any reference to a statutory provision shall include any

subordinate legislation made, from time to time, under such provision.

The words and expressions used in this Draft Red Herring Prospectus, but not defined herein shall have the meaning

ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, the SCRA, and the Depositories Act and

the rules and regulations made thereunder.

The terms not defined herein but used in the sections entitled “Statements of Tax Benefits”, “Restated Consolidated

Financial Information”, “Outstanding Litigation and Material Developments”, “Description of Equity Shares and Terms

of Articles of Association” and “Offer Procedure” on pages 77, 161, 309, 363, and 350, respectively, shall have the

meanings ascribed to such terms in these respective sections.

General Terms

Term Description

“our Company”, “the Issuer”

or “BEL”

Bajaj Energy Limited, a company incorporated under the Companies Act, 1956 and

having its registered office at Khambarkhera, Shardanagar Road, Lakhimpur Kheri 261

506

“we”, “us” or “our” Our Company together with LPGCL

Company and Promoter Selling Shareholder Related Terms

Term Description

Articles of Association or

AoA

Articles of association of our Company, as amended from time to time

Associate LPGCL

Audit Committee The audit committee of the Board described in the section entitled “Our Management”

on page 142

Board or Board of Directors The board of directors of our Company or a duly constituted committee thereof

BHSL Bajaj Hindusthan Sugar Limited

BHSL Share Purchase

Agreement

The share purchase agreement dated March 31, 2019 between our Company, our

Associate, BPVPL and BHSL BPVPL Bajaj Power Ventures Private Limited

BPVPL Share Purchase

Agreement

The share purchase agreement dated March 31, 2019 between our Company, our

Associate, BHSL and BPVPL Corporate Office Corporate office of our Company located at 106-107, Bajaj Bhawan, 10th Floor, Jamnalal

Bajaj Marg, 226, Nariman Point, Mumbai 400 021

Corporate Promoter Corporate promoter of our Company, namely, BPVPL. For further details, please see the

section entitled “Our Promoters and Promoter Group” on page 155

Corporate Social

Responsibility Committee or

CSR Committee

The corporate social responsibility committee of the Board described in the section

entitled “Our Management” on page 146

Directors Directors of our Company

Equity Shares Equity shares of our Company each having a face value of ₹ 10

Group Companies Companies (other than our Corporate Promoter) with which there were related party

transactions as disclosed in the Restated Consolidated Financial Information as covered

under the applicable accounting standards and also other companies as considered

material by our Board, as identified in the section entitled “Our Group Companies” on

page 318

Independent Director A non-executive, independent director of our Company

Individual Promoters Individual promoters of our Company, namely, Shishir Bajaj, Minakshi Bajaj, Kushagra

Bajaj and Apoorva Bajaj. For further details, please see the section entitled “Our

Promoters and Promoter Group” on page 155

1

Term Description

IPO Committee The IPO committee of the Board described in the section entitled “Our Management” on

page 147

Joint Statutory Auditors Joint statutory auditors of our Company, being R. S. Dani & Company, Chartered

Accountants and BSR & Co. LLP

Key Management Personnel Key management personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI

ICDR Regulations and Section 2(51) of the Companies Act, 2013. For further details,

please see the section entitled “Our Management” on page 136

LPGCL Lalitpur Power Generation Company Limited

LPGCL Restated Financial

Information

The restated financial information of LPGCL for the nine months ended December 31,

2018 and the Fiscals 2018, 2017 and 2016, which comprise the restated summary

statement of assets and liabilities, the restated summary statement of profit and loss and

the restated summary statement of cash flow, restated summary statement of changes in

equity together with the annexures and notes thereto and the examination report thereon,

as compiled from the Indian Accounting Standard (Ind AS) financial statements for

respective period/year and in accordance with the requirements provided under the

provisions of the Companies Act, SEBI ICDR Regulations and the Guidance Note on

“Reports in Company prospectuses (Revised 2019)” issued by the ICAI.

Memorandum of Association

or MoA

Memorandum of association of our Company, as amended from time to time

Nomination and

Remuneration Committee

The nomination and remuneration committee of the Board described in the section

entitled “Our Management” on page 144

Promoters The Corporate Promoter and the Individual Promoters

Promoter Group Persons and entities constituting the promoter group in accordance with Regulation

2(1)(pp) of the SEBI ICDR Regulations. For details of our Promoter Group, please see

the section entitled “Our Promoters and Promoter Group” on page 155

Promoter Selling Shareholder BPVPL

Unaudited Restated Proforma

Financial Information

The unaudited restated proforma consolidated financial information of our Company

reflecting the proposed acquisition of LPGCL i.e. conversion of associate into wholly

owned subsidiary, which comprise the unaudited restated proforma consolidated balance

sheets as December 31, 2018, and the restated proforma consolidated statement of profit

and loss for the nine months ended December 31, 2018 and the Fiscal 2018, together

with the notes thereto.

Registered Office Registered office of our Company located at Khambarkhera, Shardanagar Road,

Lakhimpur Kheri 261 506

Registrar of Companies or

RoC

Registrar of Companies, Uttar Pradesh & Uttarakhand at Kanpur

Restated Consolidated

Financial Information

The restated consolidated financial information of our Company and its Associate for

the nine months ended December 31, 2018 and Fiscals 2018, 2017 and 2016, which

comprise the restated consolidated summary statement of assets and liabilities, the

restated consolidated summary statement of profit and loss, the restated consolidated

summary statement of cash flow and restated consolidated summary statement of

changes in equity together with the annexures and notes thereto and the examination

report thereon, as compiled from the Indian Accounting Standard (Ind AS) financial

statements for respective period/year and in accordance with the requirements provided

under the provisions of the Companies Act, SEBI ICDR Regulations and the Guidance

Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI.

Risk Management Committee The risk management committee of the Board described in the section entitled “Our

Management” on page 146

Senior Personnel The senior personnel of LPGCL described in the section entitled “Our Management” on

page 136

Shareholders Shareholders of our Company who hold Equity Shares from time to time

Share Purchase Agreements The BHSL Share Purchase Agreement and the BPVPL Share Purchase Agreement

Stakeholders’ Relationship

Committee

The stakeholders’ relationship committee of the Board described in the section entitled

“Our Management” on page 145

2

Offer Related Terms

Term Description

Acknowledgement Slip The slip or document issued by the Designated Intermediary to a Bidder as proof of

registration of the Bid cum Application Form

Allot, Allotment or Allotted Unless the context otherwise requires, allotment or transfer, as the case may be, of the

Equity Shares pursuant to the Offer to the successful Bidders

Allotment Advice A note or advice or intimation of Allotment sent to the successful Bidders who have

been or are to be Allotted Equity Shares after the Basis of Allotment has been approved

by the Designated Stock Exchange

Allottee A successful Bidder to whom the Equity Shares are Allotted

Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in

accordance with the requirements specified in the SEBI ICDR Regulations and the Red

Herring Prospectus and who has Bid for an amount of at least ₹ 100 million

Anchor Investor Pay-in Date With respect to Anchor Investor(s), the Anchor Investor Bidding Date, and in the event

the Anchor Investor Allocation Price is lower than the Offer Price, not later than two

Working Days after the Bid/ Offer Closing Date

Anchor Investor Allocation

Price

The price at which Equity Shares will be allocated to the Anchor Investors in terms of

the Red Herring Prospectus and the Prospectus, which will be decided by our Company,

in consultation with the Lead Managers

Anchor Investor Application

Form

The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and

which will be considered as an application for Allotment in terms of the Red Herring

Prospectus and the Prospectus

Anchor Investor Bid/Offer

Period

One Working Day prior to the Bid/Offer Opening Date, on which Bids by Anchor

Investors shall be submitted and allocation to Anchor Investors shall be completed

Anchor Investor Offer Price The final price at which the Equity Shares will be Allotted to the Anchor Investors in

terms of the Red Herring Prospectus and the Prospectus, which price will be equal to

or higher than the Offer Price but not higher than the Cap Price.

The Anchor Investor Offer Price will be decided by our Company, in consultation with

the Lead Managers

Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company, in consultation

with the Lead Managers, to the Anchor Investors on a discretionary basis in accordance

with the SEBI ICDR Regulations.

One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,

subject to valid Bids being received from domestic Mutual Funds at or above the

Anchor Investor Allocation Price

Application Supported by

Blocked Amount or ASBA

An application, whether physical or electronic, used by ASBA Bidders, to make a Bid

and authorising a SCSB to block the Bid Amount in the ASBA Account and will include

amounts blocked by SCSB upon acceptance of UPI Mandate Request by RIBs using

the UPI

ASBA Account A bank account maintained by ASBA Bidder with an SCSB for blocking the Bid

Amount mentioned in the ASBA Form and will include a bank account of RIBs linked

with UPI

ASBA Bid A Bid made by an ASBA Bidder

ASBA Bidders All Bidders except Anchor Investors

ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit

Bids, which will be considered as the application for Allotment in terms of the Red

Herring Prospectus and the Prospectus

Banker(s) to the Offer Escrow Collection Bank, Refund Bank, Public Offer Bank and Sponsor Bank, as the

case may be

Basis of Allotment The basis on which Equity Shares will be Allotted to successful Bidders under the

Offer. For further details, please see the section entitled “Offer Procedure” on page 350

Bid An indication to make an offer during the Bid/Offer Period by a Bidder pursuant to

submission of the ASBA Form, or during the Anchor Investor Bid/Offer Period by the

Anchor Investor, pursuant to submission of the Anchor Investor Application Form, to

subscribe to or purchase the Equity Shares at a price within the Price Band, including

3

Term Description

all revisions and modifications thereto as permitted under the SEBI ICDR Regulations

and in terms of the Red Herring Prospectus and the Bid cum Application form.

The term “Bidding” shall be construed accordingly

Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which

the Designated Intermediaries will not accept any Bids, being [●].

Our Company, in consultation with the Lead Managers, may consider closing the

Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in

accordance with the SEBI ICDR Regulations

Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which

the Designated Intermediaries shall start accepting Bids, being [●]

Bid/Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date

and the Bid/Offer Closing Date, inclusive of both days, during which Bidders can

submit their Bids, including any revisions thereof.

Our Company may, in consultation with the Lead Managers, consider closing the

Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in

accordance with the SEBI ICDR Regulations.

Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and

payable by the Bidder or blocked in the ASBA Account of the ASBA Bidders, as the

case maybe, upon submission of the Bid

Bid cum Application Form Anchor Investor Application Form or the ASBA Form, as the context requires

Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter

Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring

Prospectus and the Bid cum Application Form and unless otherwise stated or implied,

which includes an ASBA Bidder and an Anchor Investor

Bidding Centres The centres at which the Designated Intermediaries shall accept the Bid cum

Application Forms, being the Designated Branches for SCSBs, Specified Locations for

the Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for

RTAs and Designated CDP Locations for CDPs

Book Building Process Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations,

in terms of which the Offer is being made

Book Running Lead

Managers or BRLMs

The book running lead managers to the Offer namely, Edelweiss, IIFL and SBICAP

Broker Centres The broker centres notified by the Stock Exchanges where Bidders can submit the

ASBA Forms to a Registered Broker.

The details of such Broker Centres, along with the names and the contact details of the

Registered Brokers are available on the websites of the Stock Exchanges

(www.bseindia.com and www.nseindia.com)

Cash Escrow Agreement The cash escrow agreement to be entered into between our Company, the Promoter

Selling Shareholder, the Lead Managers, the Registrar to the Offer and the Bankers to

the Offer for, inter alia, collection of the Bid Amounts from the Anchor Investors and

where applicable, refunds of the amounts collected from the Anchor Investors, on the

terms and conditions thereof

Cap Price The higher end of the Price Band, above which the Offer Price and Anchor Investor

Offer Price will not be finalised and above which no Bids will be accepted

Client ID The client identification number maintained with one of the Depositories in relation to

demat account

Co-Book Running Lead

Manager or Co-BRLM

The co-book running lead manager to the Offer namely, IDBI

Collecting Depository

Participant or CDP

A depository participant as defined under the Depositories Act, 1996, registered with

SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of

SEBI circular number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015

issued by SEBI

Compliance Officer Compliance officer of our Company

4

Term Description

Confirmation of Allocation

Note or CAN

A notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who

have been allocated Equity Shares, after the Anchor Investor Bid/Offer Period

Cut-off Price The Offer Price finalised by our Company, in consultation with the Lead Managers.

Only Retail Individual Bidders (subject to the Bid Amount being up to ₹ 200,000) are

entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and Non-

Institutional Bidders are not entitled to Bid at the Cut-off Price

Demographic Details Details of the Bidders including the Bidders’ address, name of the Bidders’ father or

husband, investor status, occupation and bank account details

Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is

available on the website of SEBI at

https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmI

d=35, or at such other website as may be prescribed by SEBI from time to time

Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms.

The details of such Designated CDP Locations, along with names and contact details

of the CDPs eligible to accept ASBA Forms are available on the websites of the Stock

Exchanges (www.bseindia.com and www.nseindia.com)

Designated Date The date on which the Escrow Collection Bank(s) transfer funds from the Escrow

Account to the Public Offer Account or the Refund Account, as the case may be, and

the instructions are issued to the SCSBs (in case of RIBs using UPI mechanism,

instruction issued through the Sponsor Bank) for the transfer of amounts blocked by

the SCSBs in the ASBA Accounts to the Public Offer Account or the Refund Account,

as the case may be, after the Prospectus is filed with the RoC

Designated Intermediary

(ies)

The members of the Syndicate, sub-syndicate or agents, SCSBs (other than RIBs using

the UPI mechanism), Registered Brokers, CDPs and RTAs, who are authorised to

collect Bid cum Application Forms from the Bidders, in relation to the Offer

Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs

The details of such Designated RTA Locations, along with names and contact details

of the RTAs eligible to accept ASBA Forms are available on the websites of the Stock

Exchanges (www.bseindia.com and www.nseindia.com)

Designated Stock Exchange [●]

Draft Red Herring

Prospectus or DRHP

This draft red herring prospectus dated April 4, 2019, issued in accordance with the

SEBI ICDR Regulations, which does not contain complete particulars of the price at

which the Equity Shares will be Allotted and the size of the Offer

Edelweiss Edelweiss Financial Services Limited

Eligible NRI NRI eligible to invest under Schedule 3 and Schedule 4 of the FEMA Regulations, from

jurisdictions outside India where it is not unlawful to make an offer or invitation under

the Offer and in relation to whom the Bid cum Application Form and the Red Herring

Prospectus will constitute an invitation to purchase the Equity Shares

Escrow Account The ‘no-lien’ and ‘non-interest bearing’ account opened with the Escrow Collection

Bank and in whose favour the Bidders (excluding the ASBA Bidders) will transfer

money through direct credit/NEFT/RTGS/NACH in respect of the Bid Amount when

submitting a Bid

Escrow Collection Bank A bank, which is a clearing member and registered with SEBI as a banker to an issue

under the SEBI BTI Regulations and with whom the Escrow Account will be opened,

in this case being, [●]

First Bidder The Bidder whose name shall be mentioned in the Bid cum Application Form or the

Revision Form and in case of joint Bids, whose name also appears as the first holder of

the beneficiary account held in joint names

Floor Price The lower end of the Price Band, subject to any revision thereto, at or above which the

Offer Price and the Anchor Investor Offer Price will be finalised and below which no

Bids will be accepted

Fresh Issue Fresh issue of up to [●] Equity Shares aggregating up to ₹ 51,500 million by our

Company

General Information

Document or GID

The General Information Document for investing in public issues, prepared and issued

in accordance with SEBI circular number CIR/CFD/DIL/12/2013 dated October 23,

5

Term Description

2013 notified by SEBI and certain other amendments to applicable laws and updated

pursuant to SEBI circular CIR/CFD/POLICY CELL/11/2015 dated November 10,

2015, SEBI circular CIF/CFD/DIL/1/2016 dated January 1, 2016, SEBI circular

SEBI/HO/CFD/DIL/CIR/P/2016/26 and SEBI circular

SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, notified by SEBI.

Gross Proceeds Proceeds from the Fresh Issue

IDBI IDBI Capital Markets & Securities Limited

IIFL IIFL Holdings Limited

Lead Managers Book Running Lead Managers and Co-Book Running Lead Manager

Maximum RIB Allottees The maximum number of RIBs who can be allotted the minimum Bid Lot. This is

computed by dividing the total number of Equity Shares available for Allotment to RIBs

by the minimum Bid Lot

Monitoring Agency [●]

Monitoring Agency

Agreement

The agreement to be entered into between our Company and the Monitoring Agency

Mutual Fund Portion 5% of the Net QIB Portion or [●] Equity Shares which shall be available for allocation

to Mutual Funds only on a proportionate basis

Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India

(Mutual Funds) Regulations, 1996

Net Proceeds Proceeds from the Fresh Issue less our Company’s share of the Offer Expenses.

For further details, please see the section entitled “Objects of the Offer” on page 69

Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor

Investors

Non-Institutional Bidders or

NIIs

All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity

Shares, for an amount of more than ₹ 200,000 (but not including NRIs other than

Eligible NRIs)

Non-Institutional Portion The portion of the Offer being not less than 15% of the Offer comprising [●] Equity

Shares which shall be available for allocation on a proportionate basis to Non-

Institutional Bidders, subject to valid Bids being received at or above the Offer Price

Non-Resident A person resident outside India, as defined under FEMA

Non-Resident Indians A non-resident Indian as defined under the FEMA Regulations

Offer The initial public offer of up to [●] Equity Shares of face value of ₹ 10 each for cash at

a price of ₹ [●] each (including a share premium of ₹ [●] per Equity Share), aggregating

up to ₹ 54,500 million, comprising a Fresh Issue of up to [●] Equity Shares aggregating

up to ₹ 51,500 million and an Offer for Sale of up to [●] Equity Shares by the Promoter

Selling Shareholder aggregating up to ₹ 3,000 million

Offer Agreement The agreement dated April 4, 2019 entered into between our Company, the Promoter

Selling Shareholder and the Lead Managers, pursuant to which certain arrangements

are agreed to in relation to the Offer

Offer for Sale Offer for sale of up to [●] Equity Shares by the Promoter Selling Shareholder

aggregating up to ₹ 3,000 million

Offer Price The final price at which Equity Shares will be Allotted in terms of the Red Herring

Prospectus. Equity Shares will be Allotted to Anchor Investors at the Anchor Investor

Offer Price in terms of the Red Herring Prospectus.

The Offer Price will be decided by our Company in consultation with the Lead

Managers on the Pricing Date in accordance with the Book Building Process and the

Red Herring Prospectus

Offer Proceeds The proceeds of the Offer that will be available to our Company and the Promoter

Selling Shareholder.

For further details on the use of Offer Proceeds from the Fresh Issue, please see the

section entitled “Objects of the Offer” on page 69

Offered Shares Up to [●] Equity Shares aggregating to ₹ 3,000 million offered by the Promoter Selling

Shareholder in the Offer for Sale

Price Band The price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the

maximum price of ₹ [●] per Equity Share (Cap Price) including revisions thereof.

6

Term Description

The Price Band and the minimum Bid Lot for the Offer will be decided by our

Company, in consultation with the Lead Managers and will be advertised at least two

Working Days prior to the Bid/Offer Opening Date, in (i) [●] editions of [●] (a widely

circulated English national daily newspaper), and (ii) [●] edition of [●] (a widely

circulated Hindi national daily newspaper, Hindi also being the regional language of

Uttar Pradesh, where the Registered Office is located)

Pricing Date The date on which our Company, in consultation with the Lead Managers, will finalise

the Offer Price

Prospectus The prospectus to be filed with the RoC on or after the Pricing Date in accordance with

Section 26 of the Companies Act, 2013 and the SEBI ICDR Regulations containing,

inter alia, the Offer Price that is determined at the end of the Book Building Process,

the size of the Offer and certain other information including any addenda or corrigenda

thereto

Public Offer Account The ‘No-lien’ and ‘non-interest bearing’ account opened, in accordance with Section

40(3) of the Companies Act, 2013, with the Public Offer Bank to receive monies from

the Escrow Account and the ASBA Accounts on the Designated Date

Public Offer Bank The bank(s) with whom the Public Offer Account for collection of Bid Amounts from

Escrow Accounts and ASBA Accounts will be opened, in this case being [●]

QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not less than

50% of the Offer comprising [●] Equity Shares which shall be allotted to QIBs

(including Anchor Investors), subject to valid Bids being received at or above the Offer

Price.

QIBs, QIB Bidders or

Qualified Institutional

Buyers

The qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI

ICDR Regulations

Red Herring Prospectus or

RHP

The red herring prospectus to be issued by our Company in accordance with Section 32

of the Companies Act, 2013, and the provisions of the SEBI ICDR Regulations, which

will not have complete particulars of the price at which the Equity Shares will be offered

and the size of the Offer, including any addenda or corrigenda thereto.

The Red Herring Prospectus will be registered with the RoC at least three days before

the Bid/Offer Opening Date and will become the Prospectus upon filing with the RoC

on or after the Pricing Date

Refund Account(s) The ‘No-lien’ and ‘non-interest bearing’ account opened with the Refund Bank, from

which refunds, if any, of the whole or part, of the Bid Amount to the Anchor Investors

shall be made

Refund Bank(s) [●]

Registered Brokers The stock brokers registered with the stock exchanges having nationwide terminals,

other than the members of the Syndicate and eligible to procure Bids in terms of SEBI

circular number CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI

Registrar to the Offer or

Registrar

Link Intime India Private Limited

Registrar Agreement The agreement dated April 3, 2019 entered into between our Company, the Promoter

Selling Shareholder and the Registrar to the Offer, in relation to the responsibilities and

obligations of the Registrar to the Offer pertaining to the Offer

Retail Individual Bidder(s),

Retail Individual

Investor(s), RII(s) or RIB(s)

Resident Indian individual Bidders submitting Bids, who have Bid for the Equity

Shares for an amount not more than ₹ 200,000 in any of the bidding options in the Offer

(including HUFs applying through their Karta) and Eligible NRIs

Retail Portion The portion of the Offer being not less than 35% of the Offer comprising [●] Equity

Shares, which shall be available for allocation to Retail Individual Bidders in

accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or

above the Offer Price

Revision Form The form used by Bidders to modify the quantity of the Equity Shares or the Bid

Amount in any of their Bid cum Application Forms or any previous Revision Form(s),

as applicable.

7

Term Description

QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their

Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail

Individual Bidders can revise their Bids during the Bid/Offer Period and withdraw their

Bids until Bid/Offer Closing Date

RTAs or Registrar and Share

Transfer Agents

The registrar and share transfer agents registered with SEBI and eligible to procure Bids

at the Designated RTA Locations in terms of SEBI circular number

CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI and

available on the website of the Stock Exchanges at www.nseindia.com and

www.bseindia.com

SBICAP SBI Capital Markets Limited

Self Certified Syndicate

Bank(s) or SCSB(s)

The banks registered with SEBI, offering services (i) in relation to ASBA (other 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&intmI

d=34 or

https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmI

d=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=40

or such other website as updated from time to time

Share Escrow Agent The share escrow agent appointed pursuant to the Share Escrow Agreement namely,

[●]

Share Escrow Agreement The share escrow agreement to be entered into between our Company, the Promoter

Selling Shareholder and the Share Escrow Agent in connection with the transfer of

Equity Shares under the Offer by the Promoter Selling Shareholder and credit of such

Equity Shares to the demat accounts of the Allottees

Specified Locations The Bidding centres where the Syndicate shall accept Bid cum Application Forms, a

list of which is available on the website of SEBI (www.sebi.gov.in), and updated from

time to time

Sponsor Bank [•], being a Banker to the Offer registered with SEBI, appointed by our Company to act

as a conduit between the Stock Exchanges and NPCI in order to push the mandate

collect requests and / or payment instructions of the RIBs using the UPI

Syndicate or members of the

Syndicate

The Lead Managers and the Syndicate Members

Syndicate Agreement The syndicate agreement to be entered into between our Company, the Promoter Selling

Shareholder and the members of the Syndicate in relation to collection of Bid cum

Application Forms by the Syndicate

Syndicate Members The intermediaries registered with SEBI who are permitted to carry out activities as an

underwriter, namely [●]

Underwriters Lead Managers and Syndicate Members

Underwriting Agreement The underwriting agreement to be entered into between our Company, the Promoter

Selling Shareholder and the Underwriters, on or after the Pricing Date, but prior to filing

the Prospectus with the RoC

UPI or UPI mechanism Unified payments interface which is an instant payment mechanism, developed by

NPCI

UPI ID ID created on the UPI for single-window mobile payment system developed by the

NPCI

UPI Mandate Request A request (intimating the RIB by way of a notification on the UPI application and by

way of a SMS for directing the RIB to such UPI mobile application) to the RIB initiated

by the Sponsor Bank to authorise blocking of funds on the UPI application equivalent

to Bid Amount and subsequent debit of funds in case of Allotment

Wilful Defaulter A company or person, as the case may be, categorised as a wilful defaulter by any bank

or financial institution or consortium thereof, in accordance with the guidelines on

wilful defaulters issued by the RBI and includes any company whose director or

promoter is categorised as such

Working Day All days other than second and fourth Saturday of the month, Sunday or a public

holiday, on which commercial banks in Mumbai are open for business; provided

however, with reference to (a) announcement of Price Band; and (b) Bid/Offer Period,

8

Term Description

the term Working Day shall mean all days, excluding Saturdays, Sundays and public

holidays, on which commercial banks in Mumbai are open for business; and (c) the

time period between the Bid/Offer Closing Date and the listing of the Equity Shares on

the Stock Exchanges. “Working Day” shall mean all trading days of the Stock

Exchanges, excluding Sundays and bank holidays, as per the SEBI circular number

SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016 and the SEBI circular

number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018

Technical, Industry Related Terms or Abbreviations

Term Description

APTEL Appellate Tribunal for Electricity, New Delhi

DISCOM Distribution company

FSA Fuel Supply Agreement

PAF Plant Availability Factor

PLF Plant Load Factor

PPA Power Purchase Agreement

UPERC Uttar Pradesh Electricity Regulatory Commission

Conventional and General Terms or Abbreviations

Term Description

₹, Rs., Rupees or INR Indian Rupees

AGM Annual general meeting

AIF Alternative Investment Fund as defined in and registered with SEBI under the SEBI

AIF Regulations

AS or Accounting Standards Accounting standards issued by the ICAI

Bn or bn Billion

BSE BSE Limited

Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI

AIF Regulations

Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI

AIF Regulations

Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the

SEBI AIF Regulations

Category I FPIs FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI

Regulations

Category II FPIs FPIs who are registered as “Category II foreign portfolio investors” under the SEBI

FPI Regulations

Category III FPIs FPIs who are registered as “Category III foreign portfolio investors” under the SEBI

FPI Regulations

CAGR Compounded Annual Growth Rate

CDSL Central Depository Services (India) Limited

CIN Corporate Identity Number

Civil Code The Code of Civil Procedure, 1908

CLB Company Law Board

Companies Act Companies Act, 1956 and Companies Act, 2013, as applicable

Companies Act, 1956 Companies Act, 1956 (without reference to the provisions thereof that have ceased to

have effect upon notification of the sections of the Companies Act, 2013) along with

the relevant rules made thereunder

Companies Act, 2013 Companies Act, 2013, to the extent in force pursuant to the notification of the sections,

along with the relevant rules made thereunder

Consolidated FDI Policy Consolidated Foreign Direct Investment Policy notified by the DPIIT under D/o IPP F.

No. 5(1)/2017-FC-1 dated the August 28, 2017, effective from August 28, 2017

Depositories NSDL and CDSL

Depositories Act The Depositories Act, 1996

DIN Director Identification Number

DP ID Depository Participant’s Identification

9

Term Description

DP or Depository

Participant A depository participant as defined under the Depositories Act

DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and

Industry, Government of India (formerly known as Department of Industrial Policy and

Promotion)

EBIT Earnings before interest and taxes

EBITDA Earnings before interest, taxes, depreciation and amortisation

EGM Extraordinary General Meeting

EPS Earnings Per Share

FDI Foreign Direct Investment

FEMA Foreign Exchange Management Act, 1999, read with rules and regulations thereunder

FEMA Regulations FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations,

2017

Financial Year, Fiscal,

Fiscal Year or FY

Unless stated otherwise, the period of 12 months ending March 31 of that particular

year

FIR First information report

FPI Foreign Portfolio Investors as defined under the SEBI FPI Regulations

FVCI Foreign Venture Capital Investors as defined and registered under the SEBI FVCI

Regulations

GAAR General anti-avoidance rules

Gazette Gazette of India

GDP Gross Domestic Product

GoI or Government Government of India

GST Goods and services tax

IBC Insolvency and Bankruptcy Code, 2016

ICAI The Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards

Income Tax Act The Income-tax Act, 1961

Ind AS Indian Accounting Standards notified under the Companies (Indian Accounting

Standards) Rules, 2015

India Republic of India

Indian GAAP Generally Accepted Accounting Principles in India

IPO Initial public offering

IRDAI Insurance Regulatory and Development Authority of India

IST Indian Standard Time

IT Information Technology

KYC Know Your Customer

MCA Ministry of Corporate Affairs, Government of India

Mn or mn Million

NACH National Automated Clearing House

NAV Net Asset Value

NEFT National Electronic Fund Transfer

Negotiable Instruments Act Negotiable Instruments Act, 1881

NPCI National Payments Corporation of India

NR Non-Resident

NRI A person resident outside India, who is a citizen of India or a person of Indian origin,

and shall have the meaning ascribed to such term in the Foreign Exchange Management

(Deposit) Regulations, 2000

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

OCB or Overseas Corporate

Body

A company, partnership, society or other corporate body owned directly or indirectly

to the extent of at least 60% by NRIs including overseas trusts, in which not less than

60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which

was in existence on October 3, 2003 and immediately before such date had taken

benefits under the general permission granted to OCBs under FEMA. OCBs are not

allowed to invest in the Offer

p.a. Per annum

10

Term Description

P/E Ratio Price to Earnings Ratio

PAN Permanent Account Number

PAT Profit After Tax

RBI Reserve Bank of India

RBI Act Reserve Bank of India Act, 1934

RTGS Real Time Gross Settlement

SCRA Securities Contracts (Regulation) Act, 1956

SCRR Securities Contracts (Regulation) Rules, 1957

SEBI Securities and Exchange Board of India constituted under the SEBI Act

SEBI Act Securities and Exchange Board of India Act, 1992

SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds) Regulations,

2012

SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994

SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,

2014

SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)

Regulations, 2000

SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018

SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations And Disclosure

Requirements) Regulations, 2015

SEBI Merchant Bankers

Regulations

Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992

SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011

SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996

Securities Act U.S. Securities Act, 1933

Stamp Act The Indian Stamp Act, 1899

State Government The government of a state in India

Stock Exchanges BSE and NSE

STT Securities Transaction Tax

Systemically Important

NBFC

Systemically important non-banking financial company as defined under Regulation

2(1)(iii) of the SEBI ICDR Regulations

TAN Tax deduction account number

U.S., USA or United States United States of America

U.S. QIBs “Qualified institutional buyers” as defined in Rule 144A under the Securities Act

USD or US$ United States Dollars

VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI VCF

Regulations

11

CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

All references to “India” contained in this Draft Red Herring Prospectus are to the Republic of India and its territories and

possessions and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the

“State Government” are to the Government of India, central or state, as applicable. All references to the “U.S.”, “US”,

“U.S.A” or “United States” are to the United States of America and its territories and possessions.

Unless otherwise specified, any time mentioned in this Draft Red Herring Prospectus is in Indian Standard Time (“IST”).

Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year.

Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the page numbers of

this Draft Red Herring Prospectus.

Financial Data

Unless stated otherwise, the financial information and financial ratios in this Draft Red Herring Prospectus have been

derived from our Restated Consolidated Financial Information. Certain other financial information pertaining to our Group

Companies is derived from their respective audited financial statements, as may be available, other than in case of LPGCL,

where financial information is derived from the LPGCL Restated Financial Information. For further information, please

see the section entitled “Financial Information” on page 161.

Our Company’s financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all references

to a particular financial year, unless stated otherwise, are to the 12 month period ended on March 31 of that year.

The restated consolidated financial information of our Company and its Associate for the nine months ended December

31, 2018 and for Fiscals 2018, 2017 and 2016, which comprise restated consolidated summary statement of assets and

liabilities, the restated consolidated summary statement of profit and loss, the restated consolidated summary statement of

cash flow and restated consolidated summary statement of changes in equity together with the annexures and notes thereto

and the examination report thereon, as compiled from the Indian Accounting Standard (Ind AS) financial statements for

respective period/year and in accordance with the requirements provided under the provisions of the Companies Act, SEBI

ICDR Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI.

The restated financial information of LPGCL for the nine months ended December 31, 2018 and the Fiscals 2018, 2017

and 2016, which comprise the restated summary statement of assets and liabilities, the restated summary statement of

profit and loss and the restated summary statement of cash flow, restated summary statement of changes in equity together

with the annexures and notes thereto and the examination report thereon, as compiled from the Indian Accounting Standard

(Ind AS) financial statements for respective period/year and in accordance with the requirements provided under the

provisions of the Companies Act, SEBI ICDR Regulations and the Guidance Note on “Reports in Company prospectuses

(Revised 2019)” issued by the ICAI.

The unaudited restated proforma consolidated financial information of our Company reflecting the proposed acquisition

of LPGCL i.e. conversion of associate into wholly owned subsidiary, which comprise the unaudited restated proforma

consolidated balance sheets as December 31, 2018, and the restated proforma consolidated statement of profit and loss for

the nine months ended December 31, 2018 and the Fiscal 2018, together with the notes thereto. The unaudited pro forma

consolidated financial information relating to the proposed acquisition of LPGCL is presented for illustrative purposes

only and does not purport to represent what our actual income statement and balance sheet would have been, had the

events which were the subject of the adjustments occurred on the relevant dates, nor does it purport to project our results

of operations or financial position for any future period or date. The unaudited pro forma consolidated financial

information relating to the proposed acquisition of LPGCL does not include all of the information required for consolidated

financial statements under Ind AS and should be read in conjunction with the restated consolidated financial information

of our Company and its Associate included elsewhere in this Draft Red Herring Prospectus. Further, the unaudited pro

forma consolidated financial information relating to the proposed acquisition of LPGCL was not prepared in connection

with an offering registered with the SEC under the Securities Act and consequently does not comply with SEC's rules on

presentation of pro forma consolidated financial information.

There are significant differences between Ind AS, Indian GAAP, U.S. GAAP and IFRS. Our Company does not provide

reconciliation of its financial information to IFRS or U.S. GAAP. Our Company has not attempted to explain those

differences or quantify their impact on the financial data included in this Draft Red Herring Prospectus and it is urged that

you consult your own advisors regarding such differences and their impact on our financial data. Accordingly, the degree

to which the financial information included in this Draft Red Herring Prospectus will provide meaningful information is

12

entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, the Companies Act,

Ind AS, the Indian GAAP and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting

policies and practices on the financial disclosures presented in this Draft Red Herring Prospectus should, accordingly, be

limited.

Unless the context otherwise indicates, any percentage amounts, relating to the financial information of our Company in

the sections entitled “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial

Conditional and Results of Operations” on pages 21, 109 and 259, respectively, and elsewhere in this Draft Red Herring

Prospectus have been calculated on the basis of our Restated Consolidated Financial Information.

Currency and Units of Presentation

All references to:

“Rupees” or “₹” or “INR” or “Rs.” are to Indian Rupee, the official currency of the Republic of India; and

“USD” or “US$” are to United States Dollar, the official currency of the United States.

Our Company has presented certain numerical information in this Draft Red Herring Prospectus in “million” units. One

million represents 1,000,000 and one billion represents 1,000,000,000.

In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed

are due to rounding off. All figures derived from our Restated Consolidated Financial Information in decimals have been

rounded off to the second decimal and all percentage figures have been rounded off to two decimal places. However,

where any figures may have been sourced from third-party industry sources, such figures may be rounded off to such

number of decimal places as provided in such respective sources.

Exchange Rates

This Draft Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that have

been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a

representation that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Rupee

and the US$ (in Rupees per US$):

(Amount in ₹, unless otherwise specified)

Currency As on March 31,

2019(1)*

As on December

31, 2018**

As on March 31,

2018(2)*

As on March 31,

2017*

As on March 31,

2016*

1 US$ 69.17 66.77 65.04 64.84 66.33 *(Source: www.fbil.org.in)

**(Source: Bloomberg)

Note: Exchange rate is rounded off to two decimal places

(1) Exchange rate as on March 29, 2019 as RBI reference rate is not available for March 31, 2019 and March 30, 2019, being a Saturday and Sunday respectively. (2) Exchange rate as on March 28, 2018, as RBI Reference Rate is not available for March 31, 2018, March 30, 2018 and March 29, 2018 being a Saturday and two public

holidays, respectively.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been obtained or derived

from the report entitled “Outlook on power sector in India” dated April, 2019 prepared by CRISIL Research (the “CRISIL

Report”) and publicly available information as well as other industry publications and sources. The CRISIL Report has

been prepared at the request of our Company. In relation to the CRISIL Report, please see below the disclaimer specified

in their consent letter issued to our Company:

“CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this report (Report)

and Material based on the Information obtained by CRISIL from sources which it considers reliable (Data). However,

CRISIL does not guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible for any

errors or omissions or for the results obtained from the use of Data / Report/ Materials. This Report is not a

recommendation to invest / disinvest in any entity covered in the Report and no part of this Report should be construed as

an expert advice or investment advice or any form of investment banking within the meaning of any law or regulation.

CRISIL especially states that it has no liability whatsoever to the subscribers / users / transmitters/ distributors of this

Report. Without limiting the generality of the foregoing, nothing in the Report is to be construed as CRISIL providing or

intending to provide any services in jurisdictions where CRISIL does not have the necessary permission and/or registration

13

to carry out its business activities in this regard. Bajaj Energy Limited will be responsible for ensuring compliances and

consequences of non-compliances for use of the Report or part thereof outside India. CRISIL Research operates

independently of, and does not have access to information obtained by CRISIL’s Ratings Division / CRISIL Risk and

Infrastructure Solutions Ltd (CRIS), which may, in their regular operations, obtain information of a confidential nature.

The views expressed in this Report/ Materials are that of CRISIL Research and not of CRISIL’s Ratings Division / CRIS.

No part of this Report may be published/reproduced in any form without CRISIL’s prior written approval.”

Industry publications generally state that the information contained in such publications has been obtained from publicly

available documents from various sources believed to be reliable but their accuracy and completeness are not guaranteed

and their reliability cannot be assured. Accordingly, no investment decisions should be based on such information. We

believe the industry and market data used in this Draft Red Herring Prospectus is reliable, however, it has not been

independently verified by our Company, the Promoter Selling Shareholder or the Lead Managers or any of their affiliates

or advisors. The data used in these sources may have been re-classified by us for the purposes of presentation. Data from

these sources may also not be comparable. For details in relation to the risks involving the CRISIL Report, please see the

section entitled “Risk Factors” on page 21.

The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful depends on the

reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data

gathering methodologies in the industry in which business of our Company is conducted, and methodologies and

assumptions may vary widely among different industry sources.

In accordance with the SEBI ICDR Regulations, the section entitled “Basis for the Offer Price” on page 74 includes

information relating to our peer group companies. Such information has been derived from publicly available sources, and

neither we, the Promoter Selling Shareholder nor the Lead Managers have independently verified such information.

Accordingly, no investment decision should be made solely on the basis of such information. Such data involves risks,

uncertainties and numerous assumptions and is subject to change based on various factors, including those disclosed in

the section entitled “Risk Factors” on page 21.

14

FORWARD-LOOKING STATEMENTS

This Draft Red Herring Prospectus contains certain “forward-looking statements”. These forward-looking statements

generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”,

“objective”, “plan”, “propose”, “project”, “will”, “will continue”, “will pursue” or other words or phrases of similar

import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements.

All forward-looking statements are subject to risks, uncertainties, expectations and assumptions about us that could cause

actual results to differ materially from those contemplated by the relevant forward-looking statement.

Actual results may differ materially from those suggested by forward-looking statements due to risks or uncertainties

associated with expectations relating to and including, regulatory changes pertaining to the industries in India in which we

operate and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion,

technological changes, our exposure to market risks, general economic and political conditions in India which have an

impact on its business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated

turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial

markets in India and globally, changes in domestic laws, regulations and taxes and changes in competition in the industries

in which we operate.

Certain important factors that could cause actual results to differ materially from our expectations include, but are not

limited to, the following:

We rely on a single customer and any inability or failure by the customer to meet its payment commitments could have an adverse effect on our business, financial condition, cash flows and results of operations

Our Associate is currently involved in disputes with UPPCL relating to payment of tariffs

There are qualifications in the audit report of LPGCL's financial statements for Fiscal 2018 and consolidated financial statements of the Company for Fiscal 2018, and there are emphasis of matter in the audit reports for each of LPGCL

and consolidated financial statements for BEL for the nine months ended December 31, 2018, LPGCL Restated

Financial Information and the Restated Consolidated Financial Information and the Unaudited Restated Proforma

Financial Information for nine months ended December 31, 2018 in respect of LPGCL's ongoing dispute with UPPCL

We are subject to contractual risks under our PPAs with our power purchasers which are government entities

We have in the past not been, and continue not to be, compliant with certain financial and other covenants, in relation to certain loan agreements

Operation of our thermal power generation business has significant coal requirements and we face fuel supply risks, despite having entered into long-term FSAs

Our Company’s proposed acquisition of the remaining approximate 79.31% interest of our Associate is subject to risks

We are subject to operational risks which may disrupt our power plant operations and any reduction in dispatched output or the inability of our power plants to generate or deliver power as a result of such disruptions may adversely

affect our income

In the past, we have incurred additional costs in order to complete some of our projects and there can be no assurance that we will be able to complete any future projects in accordance with the anticipated schedule or without incurring

cost overruns

Operations in our coal-based power generation business carry inherent risks of damage to the environment

For details regarding factors that could cause actual results to differ from expectations, please see the sections entitled “Risk

Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

on pages 21, 109 and 259, respectively. By their nature, certain market risk disclosures are only estimates and could be

materially different from what actually occurs in the future. As a result, actual gains or losses could materially differ from

those that have been estimated.

There can be no assurance to Bidders that the expectations reflected in these forward-looking statements will prove to be

correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on such forward-looking statements

and not to regard such statements to be a guarantee of our future performance.

Forward-looking statements reflect current views as of the date of this Draft Red Herring Prospectus and are not a

guarantee of future performance. These statements are based on our management’s beliefs and assumptions, which in turn

are based on currently available information. Although we believe the assumptions upon which these forward-looking

statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking

statements based on these assumptions could be incorrect. Neither our Company, our Directors, the Promoter Selling

Shareholder, the Syndicate nor any of their respective affiliates have any obligation to update or otherwise revise any

15

statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if

the underlying assumptions do not come to fruition. In accordance with the SEBI ICDR Regulations, our Company, the

Promoter Selling Shareholder and the Lead Managers will ensure that the Bidders in India are informed of material

developments until the time of the grant of listing and trading permission by the Stock Exchanges for the Offer.

In accordance with requirements of SEBI and as prescribed under applicable law, the Promoter Selling Shareholder shall

ensure that the Bidders in India are informed of material developments, in relation to statements and undertakings

specifically undertaken or confirmed by the Promoter Selling Shareholder in relation to itself and the Offered Shares in

the Red Herring Prospectus until the time of the grant of listing and trading permission by the Stock Exchanges. Only

statements and undertakings which are specifically confirmed or undertaken by the Promoter Selling Shareholder, as the

case may be, in this Draft Red Herring Prospectus shall be deemed to be statements and undertakings made by the Promoter

Selling Shareholder.

16

SUMMARY OF THE DRAFT RED HERRING PROSPECTUS

The following is a general summary of the terms of the Offer. This summary should be read in conjunction with, and is

qualified in its entirety by, the more detailed information appearing elsewhere in this Draft Red Herring Prospectus,

including the sections entitled “Risk Factors”, “Objects of the Offer”, “Our Business”, “Offer Procedure” and

“Description of Equity Shares and Terms of Articles of Association” on pages 21, 69, 109, 350 and 363 respectively.

Summary of Business

We are one of the largest private sector thermal generation companies in Uttar Pradesh. We have a track record of

developing, financing and operating thermal power plants in India. We have a total gross installed capacity of 2,430 MW,

comprising 450 MW from five operational plants of 90 MW each, owned and managed by our Company and 1,980 MW

from the power plant owned and managed by LPGCL. The aggregate installed capacity for the BEL Power Plants and the

LPGCL Power Plant is fully contracted for under the long-term PPAs entered into with certain state government-owned

procurers through UPPCL.

Summary of Industry

An overall increase in power consumption is expected to be driven by establishment of upcoming growth centres in Uttar

Pradesh. With the completion of 100% village electrification, the power demand would also rise. Coal-based capacities are

expected to account for 81% of total conventional power generation capacity additions in Fiscal 2019 to Fiscal 2023.

Approximately 37 GW of conventional power generation capacity is expected to be added by Fiscal 2023. Out of the 37

GW of conventional power generation capacity, it is estimated that 30 GW shall be coal-based capacity and the remaining

shall be hydro-based and nuclear power-based capacity.

Promoters

Our Promoters are Bajaj Power Ventures Private Limited, Shishir Bajaj, Minakshi Bajaj, Kushagra Bajaj and Apoorva

Bajaj.

Offer Size

Offer Up to [●] Equity Shares aggregating up to ₹ 54,500 million

of which

Fresh Issue(1) Up to [●] Equity Shares aggregating up to ₹ 51,500 million

Offer for Sale(2) Up to [●] Equity Shares aggregating up to ₹ 3,000 million by

the Promoter Selling Shareholder (1) The Fresh Issue has been authorized by a resolution of our Board dated March 22, 2019 and a special resolution of our Shareholders, dated March

25, 2019. (2) The Offer for Sale has been authorized by the Promoter Selling Shareholder pursuant to its board resolution dated March 22, 2019. The Equity

Shares being offered by the Promoter Selling Shareholder have been held for a period of at least one year immediately preceding the date of this Draft Red Herring Prospectus with SEBI, or are otherwise eligible for being offered for sale pursuant to the Offer in terms of the SEBI ICDR

Regulations. For details of authorizations received for the Offer for Sale, please see the section entitled “Other Regulatory and Statutory

Disclosures” on page 330.

Objects of the Offer

The Net Proceeds are proposed to be used in accordance with the details provided in the following table:

Particulars Amount (In ₹ million)

Purchase of 69,936,900 LPGCL Shares from BPVPL and from BHSL 49,720

General corporate purposes* [●]

Total [●]** * The amount utilised for general corporate purposes shall not exceed 25% of the Net Proceeds. Further such amount shall be determined on basis

of the Offer Price and updated in the Prospectus prior to filing with the RoC ** To be determined on finalization of the Offer Price and updated in the Prospectus prior to the filing with the RoC.

Pre-Offer Shareholding of Promoters, Promoter Group and the Promoter Selling Shareholder

S.

No.

Category of Shareholders No. of Equity Shares % of total paid up Equity Share

capital

1. Promoters

BPVPL (Promoter Selling Shareholder) 452,925,000(1) 100.00(1)

Total 452,925,000 100.00

17

S.

No.

Category of Shareholders No. of Equity Shares % of total paid up Equity Share

capital

2. Promoter Group Nil Nil (1) This includes sixty six Equity Shares held by six nominees of BPVPL.

Summary of Restated Consolidated Financial Information

(in ₹ million other than share data)

Particulars Nine months

ended December

31, 2018

Fiscal

2018 2017 2016

Equity Share capital 411.75 411.75 411.75 411.75

Net worth 12,935.20 12,543.46 12,579.30 11,503.64

Revenue (total income) 7,220.51 8,976.25 14,058.76 14,070.99

Profit after tax 359.40 416.82 882.50 1,028.35

Share of profit/ (loss) of associate (net) 36.24 (450.77) 194.62 0

Profit / (loss) for the period / year 395.64 (33.95) 1,077.12 1,028.35

Earnings per share (basic and diluted)

- Basic 9.61 (0.82) 26.16 24.98

- Diluted 9.61 (0.82) 26.16 24.98

Net asset value per equity share 314.15 304.64 305.51 279.38

Total borrowings (as per balance sheet) 19,263.51 18,960.45 20,579.51 21,825.30

Qualifications of the Auditors

The Restated Consolidated Financial Information do not contain any qualification requiring adjustments by the Joint

Statutory Auditors.

Summary of O