SHARE PURCHASE AGREEMENT

DATED: 9 AUGUST 2022

BY AND AMONGST

MYTRAH ENERGY (INDIA) PRIVATE LIMITED

AND

JSW NEO ENERGY LIMITED

AND

MYTRAH AGRIYA POWER PRIVATE LIMITED

 TABLE OF CONTENTS

1 DEFINITIONS AND INTERPRETATIONS ........................................................................... 3

2 EFFECTIVE DATE.................................................................................................................. 18
3 SALE OF SHARES................................................................................................................... 18
4 BASE CONSIDERATION ....................................................................................................... 19
5 CONDITIONS PRECEDENT TO CLOSING ....................................................................... 19
6 PRE-CLOSING AND OTHER COVENANTS ...................................................................... 22
7 CLOSING AND CLOSING DATE ACTIONS ...................................................................... 25
8 REPRESENTATIONS AND WARRANTIES ....................................................................... 28
9 INDEMNIFICATION AND LIMITATION OF LIABILITY .............................................. 30
11 CONFIDENTIALITY .............................................................................................................. 37
12 TERMINATION ....................................................................................................................... 38
13 MISCELLANEOUS ................................................................................................................. 39
SCHEDULE 1.................................................................................................................................... 46
SCHEDULE 2.................................................................................................................................... 47
SCHEDULE 3.................................................................................................................................... 57
SCHEDULE 4.................................................................................................................................... 58
SCHEDULE 5.................................................................................................................................... 59
SCHEDULE 6.................................................................................................................................... 60
SCHEDULE 7.................................................................................................................................... 62
SCHEDULE 8.................................................................................................................................... 63
SCHEDULE 9.................................................................................................................................... 64
SCHEDULE 10.................................................................................................................................. 76
SCHEDULE 11.................................................................................................................................. 77
SCHEDULE 12.................................................................................................................................. 78
SCHEDULE 13.................................................................................................................................. 80
SCHEDULE 14.................................................................................................................................. 81
SCHEDULE 15.................................................................................................................................. 83
SCHEDULE 16.................................................................................................................................. 84
SCHEDULE 17.................................................................................................................................. 85
SCHEDULE 18.................................................................................................................................. 86
SCHEDULE 19.................................................................................................................................. 87
SCHEDULE 20.................................................................................................................................. 88
SCHEDULE 21.................................................................................................................................. 89
SCHEDULE 22.................................................................................................................................. 91
SCHEDULE 23.................................................................................................................................. 92
SCHEDULE 24.................................................................................................................................. 93
SCHEDULE 25.................................................................................................................................. 94
SCHEDULE 26.................................................................................................................................. 95
SCHEDULE 27.................................................................................................................................. 96
SCHEDULE 28.................................................................................................................................. 97
SCHEDULE 29.................................................................................................................................. 98
SCHEDULE 30................................................................................................................................ 115
SCHEDULE 31................................................................................................................................ 115
SCHEDULE 32................................................................................................................................ 116
SCHEDULE 33................................................................................................................................ 119
SCHEDULE 34................................................................................................................................ 119
 SHARE PURCHASE AGREEMENT

This share purchase agreement is entered into on this 9th day of August 2022, at Hyderabad, by and
amongst:

1. MYTRAH ENERGY (INDIA) PRIVATE LIMITED, a company duly incorporated under

the Companies Act, 1956, bearing CIN: U40108TG2009PTC065804 and having its registered
office at: #8001, Survey No. 109, Q City, Nanakramguda, Gachibowli Hyderabad 500 032,
Telangana, India (hereinafter referred to as “Seller”/ “MEIPL”, which expression shall, unless
it be repugnant to the context or meaning thereof, be deemed to mean and include its successors
and permitted assigns);

2. JSW NEO ENERGY LIMITED, a company duly incorporated under the Companies Act,
2013, bearing CIN: U40108MH2021PLC363393, having its registered office at: JSW Centre,
Bandra Kurla Complex, Bandra East, Mumbai 400 051, Maharashtra, India (hereinafter
referred to as “Purchaser”, which expression shall, unless it be repugnant to the context or
meaning thereof, be deemed to mean and include its successors and permitted assigns); and

1
3. MYTRAH AGRIYA POWER PRIVATE LIMITED, a company duly incorporated under
the Companies Act, 2013, bearing CIN: U40300TG2016PTC102573 and having its registered
office at #8001, Survey No. 109, Q City, Nanakramguda, Gachibowli Hyderabad 500 032,
Telangana, India (hereinafter referred to as “Company”, which expression shall, unless it be
repugnant to the context or meaning thereof, be deemed to mean and include its successors and
permitted assigns).

The Purchaser, Seller, and the Company are hereinafter collectively referred to as the “Parties” and
individually referred to as a “Party”.

WHEREAS:

A. The Company is a private limited company within the meaning of the Companies Act, 2013
and is engaged in the business of construction, owning, operating and maintaining the Project
(defined below) (“Business”).

B. As on the Execution Date (defined below), the authorized share capital of the Company is
INR 20,00,00,000 (Indian Rupees Twenty Crore) divided into 2,00,00,000 Equity Shares
(defined below). The issued, subscribed and paid-up share capital of the Company, as on the
Execution Date, is INR 19,12,03,510 (Indian Rupees Nineteen Crore Twelve Lakh Three
Thousand Five Hundred and Ten) divided into 1,91,20,351 Equity Shares, as detailed in
Schedule 1 (Part A) to this Agreement (defined below). In addition to the Equity Shares, Seller
also holds, as on the Execution Date, 1,83,32,337 CCDs (as defined hereinafter), as detailed in
Schedule 1 (Part A) to this Agreement

C. The Seller is the legal and beneficial owner holding in aggregate 100% (one hundred percent)
of the Share Capital (defined below) in the Company, along with the Nominee Shareholder. As
on the Execution Date (defined below), the Seller holds 1,91,20,341 Equity Shares constituting
99.99% of the issued, subscribed and paid-up share capital of the Company; the Nominee
Shareholder holds 10 Equity Shares constituting 0.00005% of the issued, subscribed and paid-
up share capital of the Company; and the Seller holds 1,83,32,337 CCDs.

D. The Purchaser proposes to acquire on the Closing Date (defined below), 100% (one hundred
percent) of the Share Capital of the Company, on a Fully Diluted Basis (defined below).
Accordingly, the Purchaser has proposed to purchase the Sale Securities (defined below) from
the Seller and its Nominee Shareholder for the Closing Sale Consideration (defined below)
(determined in accordance with the Umbrella Agreement (defined below)), and the Seller shall
itself and shall cause the Nominee Shareholder to sell the Sale Securities to the Purchaser, free
and clear of all Encumbrances, subject to the terms and conditions referred to in this Agreement,
the Umbrella Agreement and other Transaction Documents (defined below) (“Transaction”).

E. Subject to the terms and conditions of this Agreement, the Parties agree that pursuant to the
consummation of the Transaction on the Closing Date (defined below), the Purchaser shall be
the owner of 100% (one hundred percent) of the Sale Securities issued by the Company, free
and clear of all Encumbrances, as detailed in Schedule 1 (Part B) to this Agreement.

F. Based on the foregoing, the Parties are desirous of entering into this Agreement, setting forth
the specific mutual understanding, rights and obligations and agreements between the Parties
and recording representations, covenants, terms and conditions in relation to the Transaction.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants, agreements and
promises contained herein and other good and valuable consideration, the receipt, sufficiency and
adequacy of which is hereby acknowledged, the Parties, intending to be bound legally, agree as follows:

2
1 DEFINITIONS AND INTERPRETATIONS

1.1 For the purposes of this Agreement, in addition to the terms defined in the description of Parties
and the recitals hereinabove, unless repugnant to the context or meaning thereof: (i) all
capitalised words and expressions defined by inclusion in quotation and/or parenthesis
anywhere in this Agreement, have the same meanings as ascribed to such words and expressions;
and (ii) the following words and expressions shall have the meanings set forth below:

“Act” shall mean the Companies Act, 2013 (and such provisions of the Companies Act, 1956
which are still in force, as applicable), including any statutory modification or re-enactment
thereof, in force from time to time, including any rules and regulations framed thereunder;

“Accounting Standards” shall mean the accounting principles methodologies, practices,

estimation techniques, classifications and categorizations and assumptions in accordance with
Ind AS as applied by the Company;

“Accounts” shall mean Audited Accounts, Targeted Financial Statements, Management

Accounts and Previous Accounts;

“Accounts Date” shall mean 31 March 2022;

“Action” shall mean any governmental or official investigation, inspection or enquiry by or

before any Governmental Authority and shall include Proceedings by relevant Governmental
Authority;

“Adjustment Notice” shall have the meaning as ascribed to such term under the Umbrella
Agreement in relation to the Company;

“Affiliate” or “Affiliates” shall mean with respect to any Party, any Person that, alone or
together with any other Person, who is commonly managed with such Party and/or is a “holding
company” or “subsidiary” of such Party, or any Person which, directly or indirectly, owns or
Controls, or is owned or Controlled by, or is under common ownership or Control with the
Party or Person specified, or is a subsidiary of the same Person of which the Party is a
subsidiary; and in relation to a natural person, a relative of such Person. For the purposes of this
definition, the terms “holding company”, “subsidiary” and “relative” shall have the meanings
ascribed to them under the Act;

“Agreement” shall mean this share purchase agreement and shall include all annexures or
schedules, exhibits and appendices hereto, as may be amended from time to time by all the
Parties in writing, in accordance with the terms hereof;

“Aggregate Holdback Amount” shall have the meaning ascribed to such term in the Umbrella
Agreement;

“Applicable Laws” or “Laws” includes (a) laws, ordinances, statutes, rules, Orders, decrees,
injunctions, Consents, directives, policies (including wind, solar and renewable energy
policies), circulars, guidelines and regulations of any Governmental Authority and (b)
judgment, injunction, decree or similar order of any competent Governmental Authority having
jurisdiction over the relevant matter, including Environmental Laws;

“Approvals” shall mean all the approvals required for carrying on the Business of the
Company, including for the ownership and operation of the Project;

“Articles” shall mean the articles of association of the Company as originally framed or
altered/amended from time to time;
3
“Assets” shall mean any and all assets and properties of every kind, nature, character,
description (whether immovable, movable, tangible, intangible, absolute, accrued, fixed or
otherwise) and as operated, hired, rented, owned or leased, including but not limited to cash,
cash equivalents, receivables, securities, accounts and note receivables, real estate, plant and
machinery, equipment, intellectual property, CERs, VERs, raw materials, inventory, furniture,
fixtures and insurance policies, in each case as reflected in the Audited Accounts, Previous
Accounts and Management Accounts;

“Audited Accounts” shall mean the audited financial statements of the Company, including
the balance sheet, statement of profit and loss, audited statement of changes of equity and
audited cash flow statement together with notes to financial statements, the independent
auditor’s report on such financial statements, and prepared in accordance with the Accounting
Standards for the Financial Year ended 31 March 2022;

“Authority Warranties” shall have the meaning ascribed to such term in Clause 8.2 of this
Agreement;

“Base Consideration” shall have the meaning ascribed to such term in Clause 4.1 of this
Agreement;

“Basket” shall have the meaning ascribed to such term under the Umbrella Agreement;

“Big Accounting Firm” shall mean any of the entities as specified in Schedule 22 of this
Agreement;

“Board” shall mean the board of directors of the Company as constituted from time to time;

“Business” shall have the meaning ascribed to such term in Recital A of this Agreement;

“Business Days” shall mean a day, not being a Saturday or a Sunday or a public holiday, on
which banks are open for the transaction of normal banking business in Hyderabad, India and
Mumbai, India;

“Business Warranties”/ “Company Warranties” shall have the meaning ascribed to such
term in Clause 8.2 of this Agreement;

“CCDs” shall mean the compulsorily convertible debentures of the Company, having a face
value of INR 50/- (Indian Rupees Fifty) as detailed under Part A of Schedule 1 of this
Agreement;

“CCI” shall mean the Competition Commission of India;

“CCI Approval” shall mean the approval obtained from CCI pursuant to the provisions of the
Competition Act, 2002, in relation to the consummation of the Transaction;

“CP Finality Date” shall mean the date of issuance of the last amongst the following: (a) Seller
CP Satisfaction Notice, (b) Joint Conditions Precedent Satisfaction Letter or (c) Purchaser CP
Satisfaction Notice, in each case in accordance with the terms of this Agreement;

“Closing” shall mean the completion of the actions set out in Clause 7.4 of this Agreement;

“Closing Sale Consideration” shall have the meaning as ascribed to the term under the
Umbrella Agreement as apportioned with respect to the Company as per Clause 3.10.8 of the
Umbrella Agreement;
4
“Closing Date” shall have the meaning ascribed to such term in Clause 7.1 of this Agreement;

“Closing Disclosure Letter” shall mean the letter executed and delivered by the Company to
the Purchaser as of the Closing Date and counter-signed by the Purchaser (along with a copy to
the Seller), as mutually agreed between the Parties as per Clause 8.2.2 to 8.2.5 of this
Agreement, which sets out full and specific disclosures against specific Company Warranties
(not being Fundamental Warranties, except paragraph 6.10 of the Part B of Schedule 9 of this
Agreement) as on the Closing Date and which only states such facts which have occurred or
arising after the Execution Date (and including any events which are a continuation or extension
or developments of events Disclosed in the Execution Disclosure Letter and have occurred after
the Execution Date);

“Company Information” shall have the meaning ascribed to such term in Clause 11.4 of this
Agreement;

“Company IP” shall have the meaning ascribed to such term in paragraph 16.1 of Schedule 9
of this Agreement;

“Conditional CCI Approval” shall mean, pursuant to the provisions of the Competition Act,
2002 an Approval from the CCI (or any appellate authority in India having appropriate
jurisdiction) which contains or imposes any onerous condition or obligation on the Purchaser
and/or its Group Affiliates, the Seller and/or its Group Affiliates, the Company and/or any
Target SPVs;

“Conditions Precedent” shall mean the Seller Conditions Precedent, Purchaser Condition
Precedent and Joint Conditions Precedent;

“Confidential Information” shall have the meaning ascribed to it in Clause 11.2 of this
Agreement;

“Consent” shall mean any permit, permission, license, approval, exemptions, authorization,
authentications, qualifications, declarations, notifications, consent, grant, concession,
clearance, waiver, no objection certificate or other authorization of whatever nature and by
whatever name called which is, or is required to be, granted by any Governmental Authority or
any third party under any contract and/or required for the performance of/compliance with any
obligation or exercise of any right contained in this Agreement by the Parties to this Agreement
or as required under Applicable Law, and/or any third party under any contract or otherwise;

“Charter Documents” shall mean, collectively, the Articles and the Memorandum;

“Control” (and its correlative uses “Controlling”, “Common Control” “Controlled by”,
“under the common Control of”) with respect to any Person, shall mean directly or indirectly,
either acting individually or acting in concert with other persons: (a) owning or controlling
more than 50% (fifty percent) of the share capital and/or voting rights and/or interest of the
controlled entity, or (b) controlling, or having the ability to control the composition of the board,
or designated partners of the controlled entity, or (c) having the ability to control the
management and policies of such Person whether through the ownership of voting securities,
management rights, or by agreement, or otherwise;

“Defaulting SPV Amount” shall mean an amount which as of the Execution Date is INR 34.57
Crores covering the outstanding principal overdue and INR 57.57 Crores covering the
outstanding interest overdue as of the Execution Date. This amount shall be updated prior to
the Closing Date basis a written confirmation issued by the Defaulting Target SPV Lenders

5
certifying the outstanding principle overdue and interest overdue as of the Closing Date;

“Defaulting SPV Financing Documents” shall mean any contracts executed by the Defaulting
Target SPVs with the Defaulting Target SPV Lenders in connection with any Indebtedness,
including all guarantees, support undertakings, security documents and sanction letters, details
of which are set out in Schedule 2 of this Agreement;

“Defaulting SPV Share Transfer” shall have the meaning ascribed to such term in Clause
7.4.4 of this Agreement;

“Defaulting Target SPVs” shall mean Mytrah Adarsh Power Private Limited; Mytrah Agriya
Power Private Limited; Mytrah Abhinav Power Private Limited; Mytrah Aakash Power Private
Limited; Mytrah Vayu (Godavari) Private Limited; Mytrah Vayu Sabarmati Private Limited
and Mytrah Vayu (Som) Private Limited;

“Defaulting Target SPV Lenders” shall mean Asian Development Bank, Allahabad Bank,
Bank of Baroda Limited, Canara Bank Limited, India Infrastructure Finance Company Limited,
Indian Renewable Energy Development Agency Limited, L&T Finance Limited, L&T
Infrastructure Development Projects Limited. Power Finance Corporation, Punjab National
Bank, REC Limited, Tata Capital Limited, Union Bank of India Limited, Yes Bank Limited;

"Defaulting SPV Lenders NOC" shall have the meaning ascribed to such term in paragraph 3
of Part C of Schedule 3 of this Agreement;

“De-Minimis Amount” shall have the meaning ascribed to such term in Clause 10.7.1 of this
Agreement;

“Depository Participant” shall mean with respect to the Seller, the Seller DP;

“Designated Account” shall mean the bank account details as communicated by the Seller to
the Purchaser in writing 5 (five) Business Days before the Closing Date;

“Director” shall mean a director of the Company and who is a member of the Board;

“Disclosed (including the term “Disclosure”)” shall mean the specific exceptions and
qualifications to specific Company Warranties not being Fundamental Warranties (except
paragraph 6.10 of Part B of Schedule 9 of this Agreement) fully disclosed under the Disclosure
Letter to the Purchaser;

“Disclosure Letter” shall mean the Execution Disclosure Letter and the Closing Disclosure
Letter;

“Dispute” shall have the meaning ascribed to such term in Clause 13.10.1 of this Agreement;

“Dispute Notice” shall have the meaning ascribed to such term in the Umbrella Agreement;

"Draft Closing Disclosure Date" shall have the meaning ascribed to such term in Clause 8.2.2
of this Agreement;

"Draft Closing Disclosure Letter” shall have the meaning ascribed to such term in Clause
8.2.2 of this Agreement;

6
“Due Diligence” shall mean the financial, legal and technical due diligence of the Company
carried out by or on behalf of the Purchaser, through access to the vendor due diligence data
room online, as well as Q&A/clarifications shared over email to the Purchaser;

"Effective Date” shall have the meaning ascribed to such term in Clause 2 of this Agreement;

“Encumbrance” shall mean any encumbrance including without limitation (a) any claim,
charge (fixed or floating), non-disposal undertaking, escrow, power of attorney (by whatever
name called), lock-in, easement, mortgage, pledge, hypothecation, lien (statutory or otherwise),
deposit by way of security, right to acquire, assignment by way of security or trust arrangement
for the purpose of providing security or other security interest of any kind (including any
retention arrangement), beneficial ownership (including usufruct and similar entitlements), any
provisional, conditional or executional attachment held by a Person; (b) purchase or option
agreement or arrangement, right of pre-emption, right of first refusal, right of first offer or
voting agreement or any other transfer restrictions in favour of any Person; (c) any adverse
claim as to title, possession or use; (d) any other encumbrance of any kind, whether or not
securing or conferring any priority of payment in respect of any obligation of any Person,
including without limitation any right granted by a transaction which, in legal terms, is not the
granting of security but which has an economic or financial effect similar to the granting of
security under Applicable Law; and (e) agreement or arrangement to create any of the foregoing,
including by way of an adverse Order; and the term “Encumber” shall be construed
accordingly;

“Environmental Laws” shall mean any Applicable Law for the protection of the environment
including, without limitation, the Environment (Protection) Act, 1986, the Air (Prevention and
Control of Pollution) Act, 1981 and the Water (Prevention and Control of Pollution) Act, 1974,
and any rules, regulations, directions, policies or circulars issued thereunder by any
Governmental Authority;

“EPC Contract” shall mean the contracts listed under Schedule 11 of this Agreement;

“Equity Share” shall mean fully paid-up equity shares of the Company, each of face value of
INR 10 (Indian Rupees Ten);

“Execution Date” shall mean the date on which this Agreement is signed between the Parties;

“Execution Disclosure Letter” shall mean the letter executed and delivered by the Company
to the Purchaser (along with a copy to the Seller) as mutually agreed between the Parties, on
the Execution Date providing full and specific disclosures against specific Company Warranties
(not being Fundamental Warranties except paragraph 6.10 of the Part B of Schedule 9 of this
Agreement) as on the Execution Date including relevant documents, information and adequate
details pertaining to such disclosure, as annexed thereto, the receipt of which will be duly
acknowledged by the Purchaser by counter signing a copy of the Execution Disclosure Letter
and providing the same to the Seller and the Company;

“Excess Amount” shall have the meaning as ascribed to be term under the Umbrella
Agreement;

“Existing Lender”/ “Lender” shall mean Power Finance Corporation Limited;

“Existing Share Pledges” shall have the meaning ascribed to such term in paragraph 1 of Part
C of Schedule 3 of this Agreement;

“Fair Disclosure” shall have the meaning ascribed to such term in Clause 8.2.5 of this
Agreement;
7
“Financial Year” or “FY” shall mean the financial year of the Company commencing on April
1 every year and ending on 31st March of the following year;

“Financing Documents” shall mean any contracts executed by or for the benefit of the
Company or its Lenders, in connection with any Indebtedness, including all guarantees, support
undertakings, security documents and sanction letters, details of which are set out in Schedule
12 of this Agreement;

“Fundamental Warranties” shall mean the Authority Warranties (except for the Authority
Warranties provided in paragraph 4 of Part A of Schedule 9 of this Agreement) and the Business
Warranty set forth in paragraph 6.10 of Schedule 9 of this Agreement;

“Fully Diluted Basis” shall mean calculated based on the assumption that any options
(including employee stock options), warrants, contracts and other instruments convertible into
or exercisable or exchangeable for Equity Shares (whether or not compulsorily convertible),
outstanding on the date of calculation, have been exercised or exchanged for or converted into
Equity Shares and all Equity Shares issuable pursuant to such obligations have been issued;

“FS Agreements” shall have the meaning as ascribed to the term under the Umbrella
Agreement;

“Government” or “Governmental Authority” shall mean: (a) any supra-national, national,

state, city, municipal, county or local government, governmental authority or political
subdivision thereof; (b) any regulatory or administrative authority, body or other similar
organization or any agency or instrumentality of any of the authorities mentioned in (a) above,
to the extent that the rules, regulations, standards, requirements, procedures or orders of such
authority, body or other organization have the force of Applicable Law; or (c) any court or
tribunal having jurisdiction, any other judicial, quasi-judicial, regulatory authority; and (d) the
governing body of any stock exchange(s);

“Group Affiliate” or “Group Affiliates” shall mean with respect to any Party, any Person that,
alone or together with any other Person, who is commonly managed with such Party and/or is
a “holding company” or “subsidiary” of such Party, or any Person which, directly or indirectly,
owns or Controls, or is owned or Controlled by, or is under common ownership or Control with
the Party or Person specified, or is a subsidiary of the same Person of which the Party is a
subsidiary; and in relation to a natural person, a relative of such Person and any Person (other
than a natural person) Controlled by such “relative”. For the purposes of this definition, the
terms “holding company”, “subsidiary” and “relative” shall have the meaning ascribed to them
under the Act;

“Guarantee” shall mean, in relation to a Person (the “Guarantor”), any obligation of any kind
(including any indemnity obligations), of the Guarantor, guaranteeing or having the economic
effect of guaranteeing, providing credit support with respect to, any Indebtedness or other
obligation of any other Person (the “primary obligor”) in any manner, and including any
obligation of the Guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the payment of) such Indebtedness or to purchase (or to advance or supply funds for
the purchase of) any security for the payment thereof, (b) to purchase, lease or provide an
Encumbrance over Assets or services for the purpose of assuring the owner of such
Indebtedness, and/or (c) to maintain working capital, equity capital or any other financial
statement condition of the primary obligor to enable the primary obligor to pay such
Indebtedness;

“Holdback Events” shall have the meaning ascribed to such term in the Umbrella Agreement;

8
“Holdback Third Party” shall have the meaning ascribed to such term in Clause 10.5.1 of this
Agreement;

“Holdback Third Party Claim” shall have the meaning ascribed to such term in Clause 10.5.1
of this Agreement;

“Holdback Third Party Claim Notice” shall have the meaning ascribed to such term in Clause
10.5.1 of this Agreement;

“Holdback Third Party Payments” shall have the meaning ascribed to such term in Clause
10.5.5(d) of this Agreement;

“Holdback Period” shall have the meaning ascribed to such term in the Umbrella Agreement;

"HOTO List" shall have the meaning ascribed to such term in Clause 7.10 of this Agreement;

“IBC” means the Insolvency and Bankruptcy Code of India, 2016, as applicable, and, as
amended from time to time and as supplemented by the rules and regulations issued thereunder;

“Ind AS” shall mean the Indian Accounting Standards as prescribed under the Companies
(Indian Accounting Standards) Rules, 2015;

“Indebtedness” shall mean, as applied to any Person, without duplication: (i) all obligations
of such Person for borrowed money (including but not limited to all obligations for principal,
interest, premiums, penalties, fees, expenses, breakage costs and bank overdrafts thereunder)
or with respect to deposits or advances of any kind; (ii) all obligations of such Person evidenced
by a note, bond, debenture, letter of credit, draft, debt security or similar instrument; (iii) that
portion of obligations with respect to capital leases that is classified as a liability on a balance
sheet in conformity with Ind AS; (iv) notes payable and drafts accepted representing extensions
of credit; (v) all obligations of such Person upon which interest charges are customarily paid;
(vi) assets or liabilities under any interest rate protection agreement, interest rate future
agreement, interest rate option agreement, interest rate swap agreement or other similar
agreement designed to protect the Company against fluctuations in interest rates; (vii) all
indebtedness of others secured by (or for which the holder of such indebtedness has an existing
right to be secured by) any Encumbrances on the property of such Person; and (viii) all
Guarantees in respect of the items set forth in (i) through (vii) above;

“Insolvency Event” in relation to a Person shall mean the occurrence of any of the following
in relation to the said Person:

(a) has admitted in writing of its inability to pay its debts when due as well as a specified
future date, except for any admittance by the Seller of its inability to pay its debt
towards principal and interest dues under the financing agreements executed by the
Seller as per the terms of the one time restructuring dated 4 June 2021;

(b) an application (voluntary or otherwise) is filed and admitted to a court for an order that
it be wound up, declared bankrupt or that a provisional liquidator or receiver and
manager be appointed, which is not unconditionally vacated or unconditionally
dismissed within a period of 75 (seventy five) days from the date of such application,
which in no event shall exceed the Long Stop Date;

(c) the service of a demand notice or invoice demanding payment by an operational

creditor (as defined in the IBC) on the Person under section 8 of the IBC which is:

(i) not settled fully and unconditionally; or

9
 (ii) in respect of which the Person has not demonstrated the existence of a pre-
existing dispute in accordance with the provisions of the IBC;

within 7 (seven) Business Days of receipt of such notice, which in no event shall exceed
the Long Stop Date;

(d) an application is filed under the IBC against the Person, which is not unconditionally
withdrawn or is unconditionally vacated or unconditionally dismissed within a period
of 75 (seventy-five) days from the date of filing of such application before the relevant
Governmental Authority, which in no event shall exceed the Long Stop Date;

(e) a liquidator or provisional liquidator is appointed;

(f) an administrator or a receiver is appointed to any of its assets;

(g) it enters into an arrangement or composition with one or more of its creditors, or an
assignment for the benefit of one or more of its creditors;

(h) it proposes a winding-up or dissolution or reorganization, moratorium, deed of

company arrangement or other administration involving one or more of its creditors;

(i) it is insolvent as disclosed in its accounts, or otherwise states that it is insolvent, or it is

presumed to be insolvent under Applicable Law;

(j) it becomes insolvent or action is taken which could result in that event; or

(k) it is taken to have failed to comply with a statutory demand under the Securitization
and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002;

“Indemnified Parties” shall have the meaning ascribed to such term in Clause 9.1 of this
Agreement;

“Indemnifying Party” shall have the meaning ascribed to such term in Clause 9.1 of this
Agreement;

“Indemnity Claim” shall have the meaning ascribed to such term in Clause 10.1 of this
Agreement;

“Indemnity Events” shall have the meaning ascribed to such term in Clause 9.1 of this
Agreement;

“Indemnity Notice” shall have the meaning ascribed to such term in Clause 10.1 of this
Agreement;

“Indemnity Objection” shall have the meaning ascribed to such term in Clause 10.2 of this
Agreement;

“INR” shall mean Indian Rupees, the lawful currency of the Republic of India;

“IT Act” shall mean the Income Tax Act, 1961 including any amendments thereto;

“Insurance Policies” shall have the meaning ascribed to such term in paragraph 17.1 of Part B
(Business Warranties) under Schedule 9 of this Agreement;

10
“Intellectual Property” means (a) patents and rights in inventions, products and devices; (b)
trademarks, rights in logos, trade names, brand names, domain names and copyrights; (c)
proprietary computer software, data, data bases and documentation thereof; (d) proprietary
know-how, research and development information and results, plans, proposals, technical data,
marketing plans; and (e) information technology systems owned by the Company and/or being
used by the Company, solar trackers, SCADA systems, trade secrets, designs and technologies
are proprietary in nature;

“Joint Conditions Precedent” shall mean the joint conditions precedent as provided under
Part C of Schedule 3 of this Agreement;

“Joint Conditions Precedent Satisfaction Letter” shall mean the written notice issued jointly
by the Purchaser and Seller upon satisfaction of the Joint Conditions Precedent, as provided in
Schedule 13 of this Agreement;

“Leakage” shall have the meaning as ascribed to the term under the Umbrella Agreement;

“Litigation” shall mean any action, cause of action, claim, demand, suit, proceeding (including
mediation or settlement proceedings), citation, summons, subpoena, inquiry or investigation of
any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any
arbitrator or Governmental Authority;

“Lockbox Date” shall mean 1 April 2022;

“Long Stop Date” shall mean 15 November 2022 or such other date as may be mutually agreed
between the Parties in writing;

“Loss” or “Losses” shall mean any direct loss, damage, liability, obligation, demand, fine,
penalty, interest, fee (including any reasonable legal fee, costs of investigation, expert fee,
accounting fee or advisory fee, out of pocket expenses and Taxes only in relation to such fees,
costs and expenses), charge, expenses, reasonable attorneys’ and accountants’ fees and
disbursements in connection thereof, but excludes all remote, exemplary, punitive, indirect
losses;

“Management Accounts” shall mean the unaudited financial statements of the Company
including balance sheet, the statement of profit and loss (including other comprehensive income
statement of cash flow together with schedules and notes), commencing from 1 April 2022 and
ending on Closing Date (including the projections for the period commencing from the date of
the Management Accounts until the Closing Date) and as prepared in accordance with
applicable Accounting Standards, certified by 1 (one) director of the Company and head of
accounts of the Company;
“Material Adverse Effect” shall have the meaning as ascribed to such term under the Umbrella
Agreement;

“Material Contracts” shall mean the following:

(a) any Project Document;

(b) any Financing Document; and

(c) any contract or series of contracts on the same subject matter (construction, operations
and maintenance) with a value exceeding INR 50,00,000 (Indian Rupees Fifty Lakh);

11
“Memorandum” shall mean the memorandum of association of the Company as originally
framed or altered from time to time;

“MEIPL Account” shall mean the bank account with the details as provided in Schedule 28 of
this Agreement;

“Monthly Information Statement” shall mean monthly information report of the Company
till the Closing Date consistent with the form attached in Schedule 23 of this Agreement;

“NDI Rules” shall mean the Foreign Exchange Management (Non-Debt Instruments) Rules,
2019 (as amended from time to time);

“Nominee Shareholder” shall mean Mr. Vivek Kailas, who holds legal title to a total of 10
(Ten) Equity Shares in the Company on a Fully Diluted Basis as on Execution Date, and is a
nominee of the Seller;

“Non-Appealable Order” shall mean an order or a decree from a court/tribunal/arbitral

tribunal/other relevant Governmental Authority having competent jurisdiction, from which an
appeal to a higher court, appellate forum or judicial body does not lie or has not been preferred
within 30 (thirty) days from the expiry of the time period stipulated under Applicable Law or
such other period as may be determined by higher court, appellate forum or judicial body having
competent jurisdiction for such appeal, and thereby considered as a final binding order;

“Operations Budget” means the budget of the Company for the period between the Lockbox
Date and Closing Date in the agreed form, as set forth in Schedule 14 of this Agreement;

“Operation and Maintenance Agreement” shall mean the agreements as identified in

Schedule 30 of this Agreement;

“Ordinary Course of Business” shall mean acts or omissions of the Company which are
consistent (in their nature, amount or economic value) with its past custom and practices,
consistent with Applicable Law and prudent management practices having regard to the
activities pursued by the Company (including the Business) in the normal and usual course. It
is hereby clarified for the avoidance of doubt that any material breach or non-compliance with
Applicable Law shall not be considered to be in the Ordinary Course of Business;

“Order” shall mean any judgment, directive, order, decision, writ, injunction, ruling, award, or
decree of, or any settlement under the jurisdiction of, any court or Governmental Authority
having statutory jurisdiction, arbitrator, mediator or Person performing similar functions;

“Overdues Amount” shall have the meaning ascribed to such term in paragraph 8 of Schedule
21 of this Agreement;

“Person” shall mean any natural person, limited or unlimited liability company, sole proprietor,
body corporate, corporation, partnership (whether limited or unlimited), limited liability
partnership, limited liability company, joint venture, trust, Hindu undivided family, union,
association, government or any agency or political subdivision thereof or any other entity
(whether or not having a separate legal personality) that may be treated as a person under any
law;

“Power Plant” means the renewable energy power plants details of which are set forth in
Schedule 16 of this Agreement;

“PPA” shall mean the power purchase agreements executed by the Company, including any
amendment thereto as detailed under Schedule 31 of this Agreement;
12
“PPA Access Sites” shall have the meaning ascribed to such term in paragraph 5.7 of Part B
(Business Warranties) under Schedule 9 of this Agreement;

“Pre-Closing Actions” shall have the meaning ascribed to such term in Schedule 21 of this
Agreement;

“Pre-Closing Review” shall have the meaning ascribed to such term in the Umbrella
Agreement;

“Previous Accounts” shall mean the audited financial statements of the Company, including
the balance sheet, statement of profit and loss, audited statement of changes of equity and
audited cash flow statement together with notes to financial statements, the independent
auditor’s report on such financial statements, and prepared in accordance with the Accounting
Standards for the Financial Year ended 31 March 2021;

“Project” shall mean the Power Plants owned and operated by the Company as detailed under
Schedule 16 of this Agreement and shall include all Assets of the Company;

“Project Documents” in relation to any Project, shall mean the following:

(a) PPA;

(b) EPC Contracts;

(c) Operation and Maintenance Agreement;

(d) agreements entered into with distribution or transmission utilities for connectivity,
open access, evacuation or transmission (as applicable);

(e) development agreements entered into for the acquisition of land, approvals, rights of
way or access or the development of land (as subsisting); and

(f) other agreements as listed in Schedule 17 of this Agreement;

“Proceedings” includes all suits, civil and criminal actions, arbitration proceedings,
investigations or inquiries brought by any Governmental Authority or suits, civil and criminal
actions, arbitration proceedings brought by any third party, mediations and all legal proceedings,
pending, whether before any Governmental Authority or third party;

"Proposed Holdback Amount” shall have the meaning ascribed to such term in the Umbrella
Agreement;

“Purchaser Condition Precedent” shall mean the conditions precedent for the Purchaser
under Part B of Schedule 3 of this Agreement;

“Purchaser CP Satisfaction Notice” shall mean the written notice issued by the Purchaser to
the Seller pursuant to the fulfilment of the Purchaser Conditions Precedent in the manner as
provided under Clause 5.2 of this Agreement;

“Purchaser’s Objections" shall have the meaning ascribed to such term in Clause 8.2.2 of this
Agreement;

“Related Party” shall have the meaning as ascribed to it under the Act;

13
“Related Party Contract” shall have the meaning ascribed to such term in paragraph 7.1 of
Part B (Business Warranties) under Schedule 9 of this Agreement;

“Released Parties” shall have the meaning ascribed to such term in Clause 7.8 of this
Agreement;

“Releasing Parties” shall have the meaning ascribed to such term in Clause 7.8 of this
Agreement;

“Relevant Portion” shall mean, with respect to a Seller, the portion set forth under “% of Share
Capital” across from the Seller and Nominee Shareholders’ name in Part A of Schedule 1 of
this Agreement;

“Revenue Generating Asset” shall mean all such assets that are required or necessary for the
operation and/or maintenance of the Project (being generation, evacuation and/or transmission
of power) as per prudent industry practices, including land, turbines, towers, substations, high
voltage equipment (transformer/circuit breaker), panels, modules, trackers, inverters, to the
extent applicable to the Project;

“Revised Seller CP Completion Notice” shall have the meaning ascribed to such term in
Clause 5.1.4 of this Agreement;

“Sale Securities” shall mean the Sale Shares;

“Sale Shares” shall mean all of the Equity Shares, held by the Seller (along with Nominee
Shareholder) in the manner set out in Schedule 1 of this Agreement, constituting 100% (one
hundred percent) of the Share Capital of the Company, which are to be acquired by the
Purchaser from the Seller pursuant to the terms of this Agreement;

“Security Release” shall have the meaning ascribed to such term in Clause 7.4.4 of this
Agreement;

“Securities” shall mean shares or other securities of any class or nature, including convertible
debt, which are mandatorily or optionally convertible into or exchangeable or exercisable for
hares and each of them shall be referred to as a “Security”;

“Select Target SPV Subscription Agreements” shall have the meaning as ascribed to the term
under the Umbrella Agreement;

“Seller Conditions Precedent” shall mean the conditions precedent for the Seller and/or the
Company under Part A of Schedule 3 of this Agreement;

“Seller CP Defects Notice” shall have the meaning ascribed to such term in Clause 5.1.3(ii) of
this Agreement;

“Seller CP Satisfaction Certificate” shall have the meaning ascribed to such term in Clause
5.1.2 of this Agreement;

“Seller CP Satisfaction Notice” shall have the meaning ascribed to such term in Clause 5.1.3(i)
of this Agreement;

“Seller DP” shall mean a depository participant within the meaning of the Depositories Act,
1996 with which Seller maintains the Seller DP Account;

“Seller DP Account” shall mean the demat account in the name of Seller having the following
14
details:

Name Mytrah Energy (India) Private

Limited

Client Identification 13791334

DP Identification IN302269

DP Name IIFL Securities Limited

“Settlement Escrow Account” shall mean the account as stipulated under the Settlement
Escrow Agreement;

“Settlement Escrow Agent” shall mean such entity as may be mutually appointed by the
parties to the Settlement Escrow Agreement as the escrow agent, in accordance with the terms
of the Settlement Escrow Agreement;

“Settlement Escrow Agreement” shall mean the escrow agreement to be executed by and
amongst the Purchaser, the Seller, the Defaulting Target SPVs, Defaulting Target SPV Lenders
and the Settlement Escrow Agent;

“Seller Group” means the Seller and their respective Affiliates and Related Parties;

“Share Capital” shall mean the total issued and paid-up equity share capital of a company,
determined on a Fully Diluted Basis;

“Specific Indemnity Items” shall have the meaning ascribed to such term in Clause 9.1.7 of
this Agreement;

"Standstill Period” shall have the meaning ascribed to such term in the Umbrella Agreement;

“Sum Recovered” shall have the meaning ascribed to such term in Clause 10.7.4(f) of this
Agreement;

“Targeted Financial Statements” shall have the meaning as ascribed to the term under the
Umbrella Agreement;

“Target SPVs” shall mean the entities as detailed under Schedule 18 of this Agreement;

“Target SPV SPAs” shall have the meaning as ascribed to the term under the Umbrella
Agreement;

“Tax” includes, all forms of direct and indirect taxes, duties, levies, imposts, including without
limitation corporate, income, wealth, capital gains, profits, gross receipts, sales, use, research
and development, value added tax, central sales tax, capital tax and other transactional taxes,
cess, surcharge, real estate taxes, other municipal taxes, environmental duties, goods & services
tax, good and services tax input tax credit, transfer, registration, stamp duties, premium, excise,
customs duties, service taxes, severance, environmental, real property, movable property,
occupancy, employment, payroll, disability, workers’ compensation, withholding, fringe
benefit or entry tax, duty, fee, assessment or other governmental charge, including all charges,
interest and penalties thereon and additions thereto whether resulting from an assessment or
appellate proceeding or otherwise and in each case whether disputed or not payable in
15
 jurisdiction where the Company operates, holds immovable properties or undertakes any
Business;

“Taxation Authority” or “Tax Authority” means any taxing or other authority competent to
impose, administer or collect any Tax;

“Tax Return” shall mean any report, return, statement, claim for refund, declaration or other
information with respect to any Tax required to be filed, permitted to be filed or actually filed
with a Governmental Authority, including any schedule or attachment thereto, and including
any amendment thereof;

“Tax Warranties” shall mean the representations and warranties set forth in paragraph 12 of
Part B of Schedule 9 of this Agreement;

“Third Party Claim” shall have the meaning ascribed to such term in Clause 10.6.1 of this
Agreement;

“Third Party Claim Notice” shall have the meaning ascribed to such term in Clause 10.6.1 of
this Agreement;

“Third Party Payments” shall have the meaning ascribed to such term in Clause 10.6.5(c) of
this Agreement;

“Transaction” shall have the meaning ascribed to such term in Recital D of this Agreement;

“Transaction Documents” shall mean this Agreement, the Umbrella Agreement, the
Execution Disclosure Letter, Settlement Escrow Agreement, the Closing Disclosure Letter, and
all other agreements, documents, instruments, certificates and other documents to be executed
pursuant to and/or in relation to and/or simultaneously with this Agreement, and shall include
the schedules or annexures or appendices to any of the aforesaid, including the certificates and
confirmation letters issued pursuant to this Agreement;

“Transfer” (including with correlative meaning, the terms “Transferred”, “Transferred by”
and “Transferability”) shall mean to, directly or indirectly, sell, gift, give, assign, transfer of
any interest in trust, mortgage, alienate, hypothecate, pledge, encumber, grant a security interest
in, or suffer to exist (whether by operation of Law or otherwise) any Encumbrance on, any
Securities or any right, title or interest therein or otherwise dispose of in any manner whatsoever
voluntarily or involuntarily;

“Trust and Retention Accounts” shall mean the trust and retention accounts of the respective
Defaulting Target SPVs as provided under Schedule 20 of this Agreement;

“Umbrella Agreement” shall mean the agreement dated 9 August 2022 executed by and
between the Purchaser, Target SPVs and the Seller, pursuant to which this Agreement has been
entered into by the Parties hereto; and

“Warranties” means collectively the Fundamental Warranties, Business Warranties and Tax
Warranties.

1.2 INTERPRETATION

In this Agreement, unless the context thereof otherwise requires:

1.2.1 reference to any legislation or law or to any provision thereof shall include references

16
 to any such law as it may, after the date hereof, from time to time, be amended,
supplemented or re-enacted, and any reference to statutory provision shall include any
subordinate legislation made from time to time under that provision;

1.2.2 any reference to the singular shall include the plural and vice-versa, and any references
to the masculine, the feminine and the neuter shall include each other;

1.2.3 any references to a “company” shall include a body corporate;

1.2.4 the term “agreed” shall mean agreed in writing, and any reference to a document “in
the agreed form/ in agreed form” is to the form of the relevant document agreed between
the Parties and for the purpose of identification initialled by each of them or on their
behalf (in each case with such amendments as may be agreed by or on behalf of the
Parties);

1.2.5 the recitals, annexure and schedules form part of this Agreement and shall have the
same force and effect as if expressly set out in the body of this Agreement, and any
reference to this Agreement shall include any recitals, annexure and schedules to it.
Any references to Clause and Schedules or Annexure are to clauses, of and schedules
or annexure to this Agreement. Any references to parts or paragraphs are, unless
otherwise stated, references to parts or paragraphs of the schedule in which the
reference appears;

1.2.6 headings, sub-headings, titles, and sub-titles to clauses, sub-clauses and paragraphs are
for information only and shall not form part of the operative provisions of this
Agreement or the Schedules hereto and shall be ignored in construing the same;

1.2.7 reference to the word “include” and its derivations shall be construed without limitation;

1.2.8 the expression “this Clause” shall, unless followed by reference to a specific provision,
be deemed to refer to the whole Clause (not merely the sub-clause, paragraph or other
provision) in which the expression occurs;

1.2.9 any reference to books, files, records or other information or any of them means books,
files, records or other information or any of them in any form or in whatever medium
held including paper, electronically stored data, magnetic media, film and microfilm;

1.2.10 “in writing” includes any communication made by letter or e-mail;

1.2.11 unless otherwise specified, any reference to a time of day is to India time;

1.2.12 this Agreement is jointly drafted among the Parties and no provisions of this Agreement
shall be interpreted in favour of, or against, any party to this Agreement by reason of
the extent to which such party or its counsel participated in the drafting hereof or by
reason of the extent to which any such provision is inconsistent with any prior draft
hereof;

1.2.13 time is of the essence in the performance of the Parties’ respective obligations. If any
time period specified herein is extended, such extended time shall also be of the essence;

1.2.14 reference to days, months and years are to calendar days, calendar months and calendar
years, respectively (unless otherwise specified in the Agreement);

1.2.15 the terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words refer
to this entire Agreement or specified Clauses of this Agreement, as the case may be;
17
 1.2.16 all references to this Agreement or any other Transaction Document shall be deemed
to include any amendments or modifications or novation to this Agreement or the
relevant Transaction Document, as the case may be, from time to time;

1.2.17 the words “directly or indirectly” and “directly and/or indirectly” mean directly or
indirectly through one or more intermediate Persons or through contractual or other
legal arrangements, and “direct or indirect” and “direct and/or indirect” shall have the
correlative meanings, respectively;

1.2.18 References to the knowledge, information, belief or awareness of the Seller shall be
deemed to include the knowledge, information, belief or awareness of (a) Mr. Seshadri
Vasan - Manager, Secretarial Department; (b) Mr. Krishna Rachuri - Deputy General
Manager, Finance and Accounts; (c) Mr. Goverdhan Reddy Katla – Associate Vice
President, Finance and (d) Mr. Rajesh Dhakar – Vice President, Asset Management
after assuming that the aforesaid Persons have conducted reasonable due diligence; and

1.2.19 any word or phrase defined in the body of this Agreement as opposed to being defined
in Clause 1.1 above shall have the meaning assigned to such term in such definition
throughout this Agreement, unless the contrary is expressly stated or the contrary
clearly appears from the context.

2 EFFECTIVE DATE

This Agreement shall come into and be in full force and effect on and from the Execution Date
(“Effective Date”).

3 SALE OF SHARES

3.1 Capital Structure:

3.1.1 The Share Capital and the shareholding structure of the Company as on the Execution
Date are specified in Part A of Schedule 1 hereto.

3.1.2 The shareholding structure of the Company immediately after the Closing will be as
specified in Part B of Schedule 1 hereto.

3.2 Subject to the Conditions Precedent set forth in this Agreement being fulfilled or waived in
accordance with the terms of this Agreement, and in reliance upon the representations,
Warranties, undertakings, agreements and covenants referred to herein, the Parties agree that:

3.2.1 On the Closing Date, the Purchaser shall purchase from the Seller (and the Seller shall
cause the Nominee Shareholder to sell) the full legal and beneficial interest and title to
the Sale Securities and the Seller (and the Nominee Shareholder) shall, in consideration
of the Closing Sale Consideration as described in the Umbrella Agreement, sell (and
shall cause the Nominee Shareholder to sell) to the Purchaser, the Sale Securities free
and clear of all Encumbrances and together with all rights, title and full legal and
beneficial interest attached thereto or accruing to them with effect from the Closing
Date (including the right to receive all distributions and dividends declared, paid or
made in respect of the Sale Securities from the Lockbox Date).

3.2.2 In consideration of the Seller agreeing (and the Seller causing the Nominee Shareholder
to sell) to sell the Sale Securities (with full legal and beneficial interest and title relating
thereto free and clear of all Encumbrances) to the Purchaser, the Purchaser agrees to
pay to the Seller and the Nominee Shareholder, the Closing Sale Consideration on the
18
 Closing Date which shall be payable in accordance with Clause 7.4 of this Agreement
in the Relevant Portion and pay the Aggregate Holdback Amounts as per the terms and
conditions set out under the Umbrella Agreement (and the Defaulting SPV Amount in
accordance with the terms and conditions set out in this Agreement).

3.3 On the Execution Date, the Seller shall provide the Execution Disclosure Letter to the Purchaser.

4 BASE CONSIDERATION

4.1 The Parties agree that the consideration for the purchase of the Sale Securities shall be the
aggregate of an amount equal to INR 199,00,00,000 (Indian Rupees One Hundred and Ninety
Nine Crores) (“Base Consideration”) which has been arrived at on the basis of the Targeted
Financial Statements and shall be adjusted (on an aggregate basis) in accordance with the terms
and conditions of the Umbrella Agreement and subject to withholding Taxes (if any).

4.2 The provisions relating to Leakages, Lockbox and Pre-Closing Review shall be as set out under
the Umbrella Agreement.

4.3 Subject to Clause 3.12 (Aggregate Holdback Amounts) of the Umbrella Agreement including
any payments to the Seller thereunder (if any), the Closing Sale Consideration, as determined
under the Umbrella Agreement, shall be the entire consideration payable by the Purchaser
towards the purchase of the Sale Securities. Upon transfer of the Sale Securities to the Purchaser
on the Closing Date, the full legal and beneficial rights, title and interest in the Sale Securities,
shall vest with the Purchaser and/or the Purchaser nominees (as the case may be) together with
all rights and benefits attached thereto, and the Purchaser and/or the Purchaser nominees (as
the case may be), shall be the sole and absolute legal, beneficial and registered owner of the
Sale Securities.

4.4 Aggregate Holdback Amounts

The Aggregate Holdback Amount shall be withheld/ deducted by the Purchaser for the purposes
of the Holdback Events and shall be released/ payable to the Seller by the Purchaser, in each
case as per the terms and conditions stipulated under the Umbrella Agreement.

5 CONDITIONS PRECEDENT TO CLOSING

5.1 Seller Conditions Precedent

5.1.1 The obligation of the Parties to consummate the Transaction shall be subject to: (i)
fulfilment and reasonable satisfaction (or waiver by the Purchaser in its sole discretion,
if permitted under Applicable Laws) of the Seller Conditions Precedent, in a form and
substance reasonably satisfactory to the Purchaser, (ii) fulfilment of the Joint
Conditions Precedent in form and substance reasonably satisfactory to the Purchaser
and the Seller (or waived jointly by the Seller and the Purchaser in their sole discretion,
if permitted under Applicable Law), and (iii) the satisfaction of the Purchaser Condition
Precedent in the manner as provided under Clause 5.2 of this Agreement.

5.1.2 The Seller shall and cause the Company to fulfil the Seller Conditions Precedent as
soon as practicable in any event, not later than 15 (fifteen) Business Days prior to the
Long Stop Date and shall keep the Purchaser informed on the status of the fulfilment
of the Seller Conditions Precedent and respond to the Purchaser’s reasonable queries
regarding such fulfilment. If, at any time, Seller and/or Company become aware of any
circumstances that give rise to, or are likely to give rise to, the non-fulfilment of any
Seller Conditions Precedent, then it shall at the earliest provide to the Purchaser written
particulars of any such circumstances, seeking a waiver of such Seller Conditions
19
 Precedent. Upon completion of the Seller Conditions Precedent, the Seller and the
Company shall jointly issue a certificate (“Seller CP Satisfaction Certificate”) in the
form annexed in Schedule 4 (Format of Seller CP Satisfaction Notice) of this
Agreement hereof together with all documentary evidence of fulfilment and/or waiver
of the Seller Conditions Precedent to the Purchaser; followed by the draft of the Closing
Disclosure Letter (if any).

5.1.3 If the Purchaser is:

(i) satisfied with the fulfilment of the Seller Conditions Precedent, it shall issue a
written notice to the Seller (“Seller CP Satisfaction Notice”), within 5 (five)
Business Days from the receipt of the Seller CP Satisfaction Certificate in the
form attached in Schedule 4, without prejudice to the other provisions of this
Agreement; or

(ii) not satisfied with the fulfilment of one or more Seller Conditions Precedent, it
shall within 3 (three) Business Days from the receipt of the Seller CP Satisfaction
Certificatecommunicate its dissatisfaction with the fulfilment of the respective
Seller Conditions Precedent or, if not already waived previously, its decision to
waive the fulfilment of any of the Seller Conditions Precedent to the Seller
(“Seller CP Defects Notice”).

5.1.4 The Seller within 7 (seven) Business Days from the receipt of the Seller CP Defects
Notice, shall fulfil and rectify the defects stated in the Seller CP Defects Notice to the
satisfaction of the Purchaser and provide to the Purchaser a revised Seller CP
Satisfaction Certificate (“Revised Seller CP Completion Notice”). If the Purchaser is
satisfied with the fulfilment of the Seller Conditions Precedent as stated in the Revised
Seller CP Completion Notice, it shall issue the Seller CP Satisfaction Notice to the
Seller and the Company, within 5 (five) Business Days from the receipt of Revised
Seller CP Completion Notice. The process for the fulfilment of Seller Conditions
Precedent to the satisfaction of the Purchaser under this Clause 5 above shall be
repeated unless and until the Seller Conditions Precedent are duly satisfied or waived,
as applicable.

5.2 Purchaser Condition Precedent

5.2.1 The Purchaser shall obtain the CCI Approval as soon as practicable prior to the Long
Stop Date (“Purchaser Condition Precedent”) and shall keep the Seller informed on
the status of the fulfilment of the CCI Approval. In the event the CCI issues:

(a) the CCI Approval, then the Purchaser Condition Precedent shall be deemed to have
been fulfilled and the Purchaser shall issue a notice to the Seller in writing
informing the Seller of the fulfilment of the Purchaser Condition Precedent along
with a copy of the CCI Approval.

(b) a Conditional CCI Approval, then the Purchaser shall issue a notice to the Seller
in writing informing the Seller of the conditions/ obligations imposed by the CCI
in the Conditional CCI Approval along with a copy of the Conditional CCI
Approval.

(c) If the conditions/obligations imposed in the Conditional CCI Approval are solely
relating to the Purchaser and/or its Group Affiliates and if the Purchaser in its sole
discretion is willing to accept the conditions/obligations then it shall intimate the
Seller in writing, that such conditions/obligations are acceptable to the Purchaser
and upon fulfilment of those conditions/ obligations, the Purchaser Condition
20
 Precedent shall be deemed to have been fulfilled. In the event the Purchaser in its
sole discretion does not accept the conditions/ obligations imposed, then the
Purchaser shall intimate the Seller in writing of its non-acceptance of the
conditions/ obligations imposed by CCI and accordingly the Purchaser may choose
not to proceed to Closing and shall be entitled to terminate the Agreement on
expiry of the Long Stop Date.

(d) If the conditions/ obligations imposed in the Conditional CCI Approval are solely
relating to the Seller and/or its Group Affiliates and if the Seller in its sole
discretion is willing to accept the conditions/ obligations then it shall intimate the
Purchaser in writing, that such conditions are acceptable to the Seller and upon
fulfilment of those conditions/ obligations, the Purchaser Condition Precedent
shall be deemed to have been fulfilled. In the event the Seller in its sole discretion
does not accept the conditions/ obligations imposed, then the Seller shall intimate
the Purchaser in writing of its non-acceptance of the conditions/obligations
imposed by CCI and accordingly the Seller may choose not to proceed to Closing
and shall be entitled to terminate the Agreement on expiry of the Long Stop Date.

(e) If the conditions/ obligations imposed in the Conditional CCI Approval are
imposed on Purchaser as well as the Seller, then the Seller and the Purchaser shall
jointly discuss and if the conditions/ obligations are agreeable/ acceptable to both
the Seller and the Purchaser in their sole discretion, then the Purchaser and Seller
shall execute a joint notice in writing confirming their acceptance of the
conditions/ obligations applicable to each of them. Upon fulfilment of those
conditions/ obligations by the respective Parties, the Purchaser Condition
Precedent shall be deemed to have been fulfilled.

(f) Provided, however, that in the event the Conditional CCI Approval only imposes
conditions/obligations stipulating a revision to the Transaction Documents and
does not require the Seller and/or Purchaser to undertake any obligations/
liabilities (monetary or otherwise), then the Parties shall mutually discuss and
convey to each other if such amendments are acceptable to each of the Parties in
their sole discretion and if they are acceptable to the Parties, then Parties shall
agree on the amendment to be undertaken in line with revisions imposed by the
Conditional CCI Approval and upon execution of the amended Transaction
Documents, the Purchaser Condition Precedent shall be deemed to have been
fulfilled.

(g) The Company and Seller shall cooperate with the Purchaser to furnish all
information/documents relating to the Seller and/or the Company and their
respective businesses required under Applicable Law for the Purchaser for
preparing and filing the CCI application.

(h) The Purchaser shall provide a copy of the draft CCI application (seeking CCI
Approval) to the Seller prior to the filing of the CCI application (seeking CCI
Approval) and the Seller shall have the right to provide comments/ suggest
revisions on the information pertaining or connected to the Seller and/or Company
stipulated in the draft CCI application. The Purchaser shall incorporate such
revisions to the Seller’s satisfaction in the application with respect to the
information pertaining or connected to the Seller and/or Company for filing the
same with the CCI, seeking CCI Approval.

(i) The Purchaser acknowledges that it is the Purchaser’s responsibility to file the CCI
application as a Purchaser Condition Precedent and seek approval of CCI as per
the terms of this Agreement, in each case, in a manner which is compliant with
21
 Applicable Laws (including Applicable Laws relating to anti-trust).

5.3 Completion of Joint Conditions Precedent

Within 3 (three) Business Days of the Joint Conditions Precedent having been fulfilled (unless
the same have been waived by both the Seller and the Purchaser subject to Applicable Law),
either the Seller or the Purchaser may issue a notice to the other, informing the other of such
fulfilment. Upon receipt of such notice and upon their satisfaction of the fulfilment of the Joint
Conditions Precedent, the Seller and Purchaser shall execute the Joint Conditions Precedent
Satisfaction Letter.

5.4 If the Seller Conditions Precedent, the Purchaser Condition Precedent or the Joint Conditions
Precedent are not satisfied in accordance with Clause 5 (or at any other part of this Agreement,
as may be applicable) or waived by the relevant Parties under this Agreement, if and to the
extent permitted under Applicable Law, by the Long Stop Date, then the:

5.4.1 Parties may, based on a mutual agreement, extend the Long Stop Date; or

5.4.2 Parties may, based on a mutual agreement, proceed to Closing, and the Parties shall
accordingly be bound to perform their respective obligations to ensure Closing; or

5.4.3 Either Party may exercise the rights of termination as set out in Clause 12.2.4 of this
Agreement.

5.5 The Parties hereby agree to cooperate with each other in good faith and provide all requisite
assistance and documentation for the satisfaction of the Seller Conditions Precedent, Purchaser
Condition Precedent and Joint Conditions Precedent set out in this Clause 5 upon being
reasonably requested to do so by any of the Parties, provided however that:

5.5.1 each Party will provide reasonable notice to the other Parties prior to making any
submissions or providing any responses to any Governmental Authorities or any of the
Lenders so that such other Parties are afforded an opportunity to provide their inputs in
relation to such submissions/responses; and

5.5.2 no Party hereto shall make any statements or commitments on behalf of, or provide any
information in relation to any other Party, to any Governmental Authority or any of the
Lenders, without the prior written consent of the other Party, which shall not be
unreasonably withheld or delayed.

5.6 Without prejudice to the above, the Purchaser, Seller and the Company shall intimate to the
other Parties, in writing, any communication(s) received from any Governmental Authority for
the Transaction, including, inter alia, queries, requests for additional information, grant or
rejection of such application, within 2 (two) Business Days of the receipt of such aforesaid
communication(s).

5.7 If any Party becomes aware of any circumstances, which will or may reasonably be expected
to prevent any of the Seller Conditions Precedent, Purchaser Condition Precedent and/or the
Joint Conditions Precedent from being satisfied before the Long Stop Date, it shall forthwith
notify the other Parties of the same in writing.

6 PRE-CLOSING AND OTHER COVENANTS

6.1 The Company will, and the Seller will procure that, during the Standstill Period, the Company
shall conduct its business in the manner as stipulated under the Umbrella Agreement.

22
6.2 Other than as contemplated under this Agreement and/or the Transaction Documents, from the
Execution Date through the Closing Date, the Company will not, and the Seller shall procure
that the Company will not, do or resolve, commit or agree to do any of the actions in Clause 3.6
of the Umbrella Agreement, whether by way of a resolution passed by the Board of the Company
and/or shareholders of the Company, or otherwise, without the prior written consent of the
Purchaser.

6.3 Information and Inspection Rights

6.3.1 During the Standstill Period, the Seller shall ensure that the following information in
respect of the Company is provided to the Purchaser within the timelines specified
below, or, in the absence of such timelines, as soon as reasonably practicable, provided
that no competitively sensitive information is acquired or shared or exchanged by way
of the following information sharing:

(a) minutes of each Board meeting (and committees thereof), and shareholders’
meetings within 10 (ten) days from the date of such Board meeting, meeting
of the committees or shareholders’ meetings;

(b) notice and details of any application for winding up having been filed or
admitted or any statutory notice of winding up or insolvency resolution having
been received by or served on either to the Seller and/or Company under
Applicable Law or any filing of a petition under the IBC against the Company
and/or the Seller, promptly upon the Seller becoming aware of such notice or
filings or proceedings being initiated;

(c) notice and details of any event or circumstance which would result in or in the
opinion of the Seller is likely to: (A) prevent any of the Conditions Precedent
from being fulfilled in accordance with this Agreement; or (B) result in a notice
of any default under any Project Documents; (C) result in termination or
suspension, by whatever name called, under any Material Contract; or (D) have
a Material Adverse Effect, or (E) wherein the Company is unable to comply
with the scheduled payments to its Existing Lenders and/or non-payment by
the Company of any dues exceeding INR 1,00,00,000 (Indian Rupees One
Crore) to any operational creditor (as defined in the IBC) of the Company;

(d) notice and details of any event or circumstance which has resulted or in the
opinion of the Seller is likely to result in a "force majeure event" as defined
under any of the Project Documents which adversely affects the operations of
the Project; and/or has resulted in a change in law which materially and
adversely affects the Company and/or the Project;

(e) any written notice received (i) from any Governmental Authority which has an
adverse impact on the Company and/or its Business; or (ii) in connection with
any Litigation; or (iii) in connection with any Material Contracts, in each case,
which has an adverse impact on the Company and/or its Business or initiation
of any case or proceedings by or against the Company and/or the Project; and

(f) all such other information as the Purchaser may reasonably request (including
information for the period from Lockbox Date to Execution Date) within 10
(ten) days of such request. Provided that the Seller shall be obligated to provide
such information requested by the Purchaser on a best-efforts basis and to the
extent available with the Seller or which can be reasonably procured by the
Seller on a best effort basis.
23
 6.3.2 During the Standstill Period, the Seller and the Company shall reasonably co-operate
with the Purchaser and shall provide reasonable access and furnish to the Purchaser,
upon receiving not less than 4 (four) Business Days prior written notice, during normal
business hours to the project site and all information in relation to the properties,
documents, Assets, Tax returns, books and records of the Company including setting
up of meetings with the personnel of the Seller and the Company during normal
working hours, in each case as and when reasonably requested by the Purchaser.

6.3.3 During the Standstill Period, the Seller shall provide to the Purchaser viewing access to
all the bank statements on a fortnightly basis and cash balances of the Company, as and
when requested by the Purchaser.

6.3.4 For the period between the Lockbox Date and the Execution Date, the Seller shall
intimate the Purchaser in writing if the Company has not complied with any of the
obligations identified in Clause 6.3.1 above.

6.3.5 The Parties agree that any information Disclosed under the Execution Disclosure Letter
(“DL Information”), shall not be required to be separately disclosed to the Purchaser
as information as required under Clause 6.3.1 of this Agreement, provided that the
Seller and the Company shall be required to provide all updates /developments of
events to such DL Information to the Purchaser as and when reasonably requested by
the Purchaser.

6.4 PRE-CLOSING ACTIONS

6.4.1 Notwithstanding anything contained in the Transaction Documents, the Parties agree
that the Purchaser shall not be required to proceed to Closing, unless the items set out
in this Clause 6.4 have been satisfied in accordance with the terms of this Agreement
to the reasonable satisfaction of the Purchaser.

6.4.2 The actions required to be completed by the Seller and/or the Company prior to Closing
are identified in Schedule 21 of this Agreement.

6.4.3 Upon the fulfilment of any of the actions under Schedule 21 of this Agreement, the
Seller shall issue a written notice to the Purchaser confirming fulfilment of such action
identified in Schedule 21 of this Agreement, along with evidence of fulfilment of such
item and if on review, the Purchaser is not satisfied with the fulfilment of such Pre-
Closing Actions stipulated above under Clause 6.4.2 it shall issue a written notice to
the Seller of such non-fulfilment. On the fulfilment of the last of the Pre-Closing
Actions to the satisfaction of the Purchaser identified in Clause 6.4.2 above, the
aforesaid Pre-Closing Actions shall be deemed to have been fulfilled.

6.4.4 It is agreed and understood that the Seller shall be obligated to fulfil items identified in
paragraph 13 of Schedule 21 of this Agreement only upon receiving a written
communication from the Purchaser to the Seller (with a copy to the Company) that the
Purchaser is agreeable to proceed to Closing within 1 (one) Business Day if the
conditions in the said items identified in paragraph 13 of Schedule 21 of this Agreement
are fulfilled. It is clarified that upon fulfilment of items identified in paragraph 13 of
Schedule 21 of this Agreement, the Parties shall proceed to Closing within 1 (one)
Business Day thereof.

6.4.5 The Seller (and shall cause the Company to organize and facilitate) and the Purchaser
shall conduct a joint verification of the Revenue Generating Assets of the Company by
the Purchaser, prior to the Closing. The Purchaser agrees and understands that any visit
24
 or inspection of any Project site or any Revenue Generating Asset by it or its
representatives shall be in compliance with the Seller’s / Company’s EHS requirements
as communicated to the Purchaser and shall not undertake any act or omission that may
cause any physical damage to any Revenue Generating Asset.

7 CLOSING AND CLOSING DATE ACTIONS

7.1 Unless any other date is mutually agreed by the Parties, Closing shall occur no later than 5 (five)
days from whichever is the earliest in the following (hereinafter referred to as the “Closing
Date”):

(i) date of issuance of the Adjustment Notice, where there is no Dispute Notice; or

(ii) where there is a Dispute Notice, the date of the Dispute Notice having been resolved
under Clause 3.11.3 and 3.11.4 of the Umbrella Agreement.

7.2 On the Execution Date, each Party shall provide to the other Party certified copies of the
approval of its board of directors and shareholders (if applicable), approving the : (a) execution,
delivery and performance by such Party of the Transaction Documents, and (b) the other
transactions contemplated by the Transaction Documents.

7.3 Subject to the terms and conditions of this Agreement and the CP Finality Date having occurred,
Closing shall take place on the Closing Date, but on or before the Long Stop Date, at a place
and time mutually agreed to in writing between the Parties. For the avoidance of doubt, the
Closing shall be considered to have been completed only upon due completion of all the actions
specified in Clause 7.4 below.

7.4 On the Closing Date:

7.4.1 the Seller shall provide a written certificate, in the form annexed as Part A of Schedule 6 (Format
for written certificate) hereof, to the Purchaser confirming that the Warranties are true and correct
as of the Closing Date (in the manner and to the extent prescribed under Clause 8.2 of this
Agreement) and no Material Adverse Effect has occurred/ subsisting in relation to the Company.

7.4.2 the Purchaser shall issue irrevocable instructions to its bank to transfer an amount equal to the (a)
Closing Sale Consideration after deduction of withholding Tax, if any in the respective Relevant
Portions to the Designated Accounts; and (b) Defaulting SPV Amount to the Settlement Escrow
Account under the Settlement Escrow Agreement, in each case after deduction of withholding
Tax, if any. In the event any withholding Tax has been deducted under Applicable Law, a tax
certificate in relation to such deduction shall be provided by the Purchaser to the Seller.

7.4.3 the Seller shall deliver to the respective Depository Participants, the original irrevocable and
unconditional (dematerialised) delivery instruction slips duly executed by the Seller and the
Nominee Shareholder (which signatures shall be witnessed by a witness if required) in connection
with a transfer of the respective Sale Securities from the respective Seller DP Account to the
Purchaser’s and Purchaser nominees’ dematerialised accounts and provide to the Purchaser a
copy of such (dematerialised) delivery instruction slips, as duly acknowledged by the Depository
Participant. Provided that the details of the Purchaser’s and Purchaser nominees’ dematerialised
accounts would have been provided by the Purchaser to the Seller at least 5 (five) Business Days
prior to the Closing Date.

7.4.4 upon the deposit of the Defaulting SPV Amount into the Settlement Escrow Account, the
Defaulting Target SPVs Lenders shall on the same date of such deposit, release the charge/
security created over the Sale Securities of the Defaulting Target SPVs under the Defaulting SPV
Financing Documents (“Security Release”) and upon such Security Release, the Seller shall
25
 transfer the Sale Securities of the Defaulting Target SPVs to the Purchaser, (in the manner as
contemplated under Clause 7.4.3) (“Defaulting SPV Share Transfer”). On completion of the
Defaulting SPV Share Transfer, the Settlement Escrow Agent shall transfer the Defaulting SPV
Amount to the Trust and Retention Accounts of each of the Defaulting Target SPVs and on
receipt of which relevant portions of the Overdues Amount shall be appropriated/ transferred to
the Defaulting Target SPV Lenders (so that the Defaulting SPV Lenders NOC becomes effective),
as per the terms and conditions of the Settlement Escrow Agreement. The Defaulting SPV
Amount provided by the Purchaser to each such Defaulting Target SPV shall be at such terms
and conditions as agreed with the Defaulting Target SPV Lenders.

7.4.5 the Company shall convene a Board meeting and the Seller will cause the Company to convene
a meeting of the Board at which the following business shall be conducted:

(a) Record transfer of the applicable Sale Securities from Seller to the Purchaser

The Board shall pass a resolution approving the sale and transfer of all the Sale Securities
as specified in Schedule 1 of this Agreement from the Seller and the Nominee
Shareholder to the Purchaser and nominee shareholder of the Purchaser, including
recording in the register of members, BenPos status and the register of share transfers
maintained by the Company.

(b) Reconstitution of the Board

The Board shall pass resolutions approving the reconstitution of the Board of the
Company, whereby: (i) Purchaser nominee Directors shall be appointed on the Board;
(ii) existing Directors of the Company shall resign from the Board; (iii) necessary entries
in the register of directors of the Company shall be carried out to record the appointment
of the nominees of Purchaser as Directors and resignation of the specified Directors.

(c) Change in Bank Account

The Board shall pass a resolution for the opening of a new bank account/new bank
accounts or change of signatories to the existing bank accounts of the Company, as
directed by the Purchaser, changing signatories to the bank accounts of the Company by
appointing Purchaser’s nominees for operating such bank accounts and terminate all
existing authorisations or power of attorney granted by the Board of the Company.

(d) Other actions

The Parties agree to execute and/or deliver and/or submit all necessary documents, forms,
filings, powers of attorney etc., as may be required for completing the process of
transferring all the Sale Securities held by Seller (and Nominee Shareholder) as listed in
Schedule 1 of this Agreement, and any other actions that may be contemplated or
required for the transaction under this Agreement, including (a) filings and registrations
with the Governmental Authorities, shall have been fulfilled; and (b) Closing actions as
listed in Schedule 8 of this Agreement.

7.5 Closing will not occur unless all of the obligations in Clause 7.4 above are complied with and
are fully effective. The transactions contemplated under this Agreement to be consummated at
Closing, shall be deemed to occur simultaneously and no such transaction shall be
consummated unless all such transactions are consummated.

7.6 If on the Closing Date, any Party is in breach of its obligations under Clause 7.4 above, without
prejudice to rights under Clause 12 of this Agreement and Applicable Law, then the non-
defaulting Party may elect to (i) waive the non-fulfilment of such action by the defaulting Party;
26
 (ii) proceed to the Closing to the extent reasonably practicable; or (iii) postpone Closing to a
date not being later than the Long Stop Date.

7.7 Upon receipt of the Closing Sale Consideration, the Seller shall duly confirm and acknowledge
the same to the Purchaser (in writing), the Seller shall first utilise the Closing Sale
Consideration towards payment of (a) any outstanding amount towards any Tax claim of the
Seller and payables due to GE India Industrial Private Limited and other operational creditors
of the Seller as well as costs and expenses relating to the Transaction (including but not limited
to fees of advisors), and (b) the balance amount of the Closing Sale Consideration shall be
deposited in the MEIPL Account and utilised towards payment of outstanding dues to lenders
(including working capital lenders and DBS Bank Limited) and/or bond holders of the Seller
and charge release/removal over the power evacuation assets owned by the Seller and evidence
of such release or removal of charge shall be furnished by the Seller to the Purchaser no later
than 2 (two) Business Days from the Closing Date.

7.8 On the Closing Date the Seller agrees that they (and their Group Affiliates) shall be deemed to
have irrevocably and unconditionally released, waived and discharged, for all purposes, any
and all of their respective rights (whether contractual or otherwise), claims (in law or in equity),
of any nature, whether known or unknown, fixed or contingent, direct or indirect, that the Seller
or any of its Group Affiliates (in each case including their respective resigning directors and/or
shareholders), or their respective assigns and successors (collectively, the “Releasing Parties”)
may have against the directors, officers, employees, agents, assigns and successors of the
Company (collectively, the “Released Parties”), in relation to any and all claims and all
amounts payable and/or due in respect of any event prior to the Closing Date and arising from
or relating to the Company obligations and all liabilities arising out of or in relation to, any past
events, actions, inactions, omissions or activities or any contract entered into between any
Releasing Party and any Released Party prior to the Closing Date.

7.9 Co-operation and Transition Support

For a period of 12 (twelve) months from the Closing Date, the Seller shall provide at a mutually
agreed price (as agreed between the Seller and the Purchaser), the necessary transition support
and its personnel (including information technology infrastructure) and such reasonable
cooperation and assistance to the Purchaser and execute and deliver to the Purchaser such
instruments, documents and take such other actions as may be reasonably requested from time
to time by the Purchaser in order to carry out, give effect to the intended purpose of this
Agreement including without limitation operation & maintenance, information technology
systems, provision of office premised etc.

7.10 Handover of Documents

The Seller and the Company shall within 30 (thirty) days of the Execution Date, provide the list
of records, username, passwords, books, minutes, contracts, Litigation/ Proceedings documents
and case papers, statutory registers, accounts and all related financial information documents,
and such other information, as will be relevant for handover and takeover of the Company to
the Purchaser (“HOTO List”). The Seller agrees and acknowledges that upon receipt of the
HOTO List by the Purchaser, the Purchaser shall have the right to review the documents and
records forming part of the HOTO List and seek modifications to the HOTO List, if required.
On or prior to the Closing Date, the Seller shall handover, physically or virtually, all the spares
and stores to the Purchaser as well as all original copies of the documents and any database
pertaining to the Company, which is in digital form, forming part of the HOTO List to the
Purchaser.

27
8 REPRESENTATIONS AND WARRANTIES

8.1 The Purchaser hereby makes the representations and warranties to the Seller and the Company,
as of the Execution Date and the Closing Date, that:

8.1.1 it is a company duly organised and validly existing under Applicable Law, solvent and
having full power, authority and legal right to conduct its business as conducted at the
date of this Agreement.

8.1.2 it is owned or Controlled by persons resident in India (as defined under the NDI Rules).

8.1.3 the Transaction Documents entered have been duly entered into by the Purchaser, and
constitutes legal, valid and binding obligations on the Purchaser, enforceable in law
against it, in accordance with their respective terms.

8.1.4 except to the extent of the Conditions Precedent and the Pre-Closing Actions, the
execution, delivery, enforceability with respect to the Purchaser and performance of the
Transaction Documents and the consummation of the Transactions contemplated
thereunder does not conflict with, or result in any violation or breach of, or default
under:

(i) the Charter Documents of the Purchaser;

(ii) any contract to which the Purchaser is a party;

(iii) Applicable Law (including Applicable Laws relating to anti-trust);

(iv) any approval applicable to the Purchaser;

(v) any Action, Order, judgment, injunction, award, decree, writ or any other
restriction of any kind against, or binding upon the Purchaser.

8.1.5 the execution and delivery of this Agreement and the consummation/performance of
the transactions contemplated hereunder have been duly approved by the board of
directors of the Purchaser and if applicable, shareholders of the Purchaser, and except
as expressly stipulated under this Agreement, no other action (corporate or statutory)
on the part of the Purchaser is necessary to authorize and approve the execution and
delivery of the Agreement or the consummation/ performance of the Transactions
contemplated hereby by the Purchaser.

8.2 Seller Warranties: Seller and the Company, each jointly and severally, hereby represent,
warrant and covenant to the Purchaser that the representations and warranties set out in Part A
of Schedule 9 (“Authority Warranties”) of this Agreement and representations and warranties
set out in Part B of Schedule 9 (“Business Warranties”/ “Company Warranties”) of this
Agreement are true, accurate and not misleading as of the Execution Date (except (i) the
Business Warranties as provided under paragraphs 7.1(b), 7.2, 7.3, 12.1, 12.2, and 12.15 of Part
B of Schedule 9 of this Agreement that provide a status as of Closing Date only; and (ii) as
Disclosed in the Execution Disclosure Letter), and will remain true, accurate and not misleading
as at the Closing Date (except (i) the Business Warranties as provided under paragraphs 7.1(a)
9.1 of Part B of Schedule 9 of this Agreement, that provide a status as of Execution Date only;
and (ii) as Disclosed in the Execution Disclosure Letter and the Closing Disclosure Letter).

8.2.1 Each Warranty shall be construed independently of the other and is not limited by the
reference to any other paragraph or anything contained in the Agreement or the
Schedules.
28
8.2.2 In the event the Seller intends to issue a Closing Disclosure Letter, a draft of it shall
be delivered to the Purchaser at least 15 (fifteen) days prior to the Closing Date
(“Draft Closing Disclosure Date”), disclosing such facts which have occurred or
arising after the Execution Date till Draft Closing Disclosure Date (including any
events which are a continuation or extension or developments of events Disclosed in
the Execution Disclosure Letter and have occurred after the Execution Date) (“Draft
Closing Disclosure Letter”). The Purchaser shall have the right to review the Draft
Closing Disclosure Letter and confirm its acceptance, objections or rejection of the
Draft Closing Disclosure Letter including any suggestions for the manner in which
such resolution is desired (including whether any such issue will need to be included
as a Specific Indemnity Item). If pursuant to its review, the Purchaser does not agree
to any Disclosure made under the Draft Closing Disclosure Letter, the Purchaser shall
within 5 (five) Business Days of receipt of the Draft Closing Disclosure Letter,
communicate to the Seller in writing its objections to such Disclosures (“Purchaser’s
Objections”).

8.2.3 On receipt of the Purchaser’s Objections, the senior representatives of the Seller and
the Purchaser, will use their best endeavours, in good faith, to mutually resolve, the
Purchaser’s Objections within 5 (five) Business Days of receipt of the Purchaser’s
Objections. On successful conclusion between the senior representatives of the Seller
and the Purchaser, the Draft Closing Disclosure Letter as mutually agreed as aforesaid
shall be issued by the Seller as the Closing Disclosure Letter on the Closing Date.

8.2.4 The Seller shall at its sole discretion have the right to update the Draft Closing
Disclosure Letter, up to 3 (three) Business Days prior to the Closing Date, for such
facts which have occurred or arising after the Draft Closing Disclosure Date
(including any events which are a continuation or extension or developments of events
Disclosed in the Execution Disclosure Letter and have occurred after the Draft
Closing Disclosure Date) provided that the Seller updates the Purchaser of any
updates as soon as reasonably practicable after the Seller becoming aware of such
updates (subject to such updates being agreeable to the Purchaser), and the Purchaser
shall have the right to extend the period for review of such updates, which period shall
not extend beyond the Long Stop Date. It is hereby clarified that if the Closing
Disclosure Letter is not in an agreed form, then the Parties shall not be obligated to
proceed towards Closing.

8.2.5 Any matter set forth in the Disclosure Letters shall be deemed to be validly Disclosed
only if it is truly and fairly disclosed, with sufficient details to enable the Purchaser
to identify and evaluate the nature and scope of the matter Disclosed (“Fair
Disclosure”). It is hereby clarified for the avoidance of doubt that no disclosures of
any nature shall be permitted in respect of the Fundamental Warranties (except
paragraph 6.10 of Part B of Schedule 9 of this Agreement).

8.2.6 Notwithstanding anything contained in this Agreement or the Transaction Documents,

the Disclosures set out in the Disclosure Letters shall be the only exceptions or
qualifications to the relevant Warranties being made by the Company and/or Seller
under this Agreement, except the Fundamental Warranties against which Disclosures
of any nature are not permitted (except paragraph 6.10 of Part B of Schedule 9 of this
Agreement against which Disclosures are permitted). The Purchaser acknowledges
that it has conducted the Due Diligence and that pursuant to the Due Diligence the
Purchaser and its advisors have been given access to information (to the extent it has
been made available to them by or on behalf of the Seller/Company) regarding the
Company. Provided that, the Parties agree that such conduct of Due Diligence and/or

29
 review of the information provided shall not prejudice or adversely affect in any
manner the indemnification rights (including for all relevant Indemnity Events) of the
Indemnified Parties (including issuance of Indemnity Claim Notice, Third Party
Claim Notice or Holdback Third Party Claim Notice) against the Indemnifying Party
under this Agreement.

9 INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1 The Seller (“Indemnifying Party”) hereby agrees to indemnify, defend and hold harmless the
Purchaser, its Affiliates, and/ or Company its and their directors, officers, employees
(“Indemnified Parties”) on demand, from, against and in respect of all Losses suffered and/or
incurred by any Indemnified Parties (whether in respect of third party claims, claims between
the Parties hereto, or otherwise), relating to or arising out of (“Indemnity Events”):

9.1.1 any breach of or misrepresentation in any of the Business Warranties;

9.1.2 any breach of any covenant, undertaking or obligation of the Seller and/or Company
contained in this Agreement and/or the Transaction Documents;

9.1.3 any breach of or misrepresentation in any of the Fundamental Warranties;

9.1.4 any breach of or misrepresentation in any of the Tax Warranties;

9.1.5 any fraud or wilful misconduct on the part of the Seller and/or the Company;

9.1.6 the conduct of the Business by the Company prior to the Closing, or any matters arising
from or related to the period prior to the Closing unless such act or omission relating
or connected to the Loss has been undertaken with the written consent, written
recommendation or written advice of the Purchaser, by sharing relevant information
with the Purchaser;

9.1.7 Indemnity Events, if any, agreed in writing between the Parties pursuant to this
Agreement as specific indemnity items (“Specific Indemnity Items”).

9.2 The Indemnifying Party agrees that in the event that any of the Indemnified Parties make any
claim against the Indemnifying Party, the Indemnifying Party shall not pursue any claim, seek
damages, indemnities, reimbursements or contribution of any kind from the Company or any
of its current or former Directors, officers, employees in respect of such claim.

9.3 The Parties agree that the rights of the Indemnified Parties pursuant to this Clause 9 shall be in
addition to and not exclusive of, and shall be without prejudice to, any other rights and remedies
available to the Indemnified Parties at equity or under Applicable Law including seeking
specific performance, which right or remedy shall not be affected or diminished thereby. Any
indemnification payments made to an Indemnified Party pursuant to this Clause 9 shall be made
without withholding or deduction of any Tax.

9.4 The Seller shall not be liable for any Indemnity Claim by the Purchaser pursuant to Clause 9.1.1,
Clause 9.1.4 and Clause 9.1.6 for any facts, events and circumstances that have been Disclosed
as a Fair Disclosure in the Execution Disclosure Letter and the Closing Disclosure Letter.

9.5 It is hereby clarified that any Indemnified Party shall not be entitled to make any claim against
the Seller, after Closing, on the basis that the warranty at paragraph 1(b), 1(c) and 1 (e) of Part
A under Schedule 9 of this Agreement was breached as of the Execution Date, because the
approval/ consent as per the conditions precedent specified in Schedule 34 were obtained by
the Seller and/or the Company after the Execution Date but prior to the Closing Date.
30
10 INDEMNIFICATION PROCEDURE

10.1 Any claim for indemnity pursuant to Clause 9.1 of this Agreement above (“Indemnity Claim”)
shall be made by the Purchaser by delivering a notice in writing (“Indemnity Notice”) to the
Indemnifying Party of any Loss or a Third-Party Claim, (which notice shall include all
necessary details with respect to the Loss in relation to the Indemnity Claim made in the
Indemnity Notice, to the extent available with the Indemnified Party). Provided that a delay in
issuing an Indemnity Notice shall not relieve the Indemnifying Party from its obligation to
indemnify and hold harmless the Indemnified Parties in respect of any Indemnity Event. It is
hereby clarified that any Indemnity Claim under this Agreement shall be made by the
Indemnified Parties only on and from the Closing Date and that no indemnity related rights are
available to any Indemnified Party in case Closing does not take place under this Agreement.

10.2 If the Indemnifying Party objects to the indemnification of an Indemnified Party in respect of
any Indemnity Claim under the Indemnity Notice and/or Third Party Claim Notice, the
Indemnifying Party shall, within 5 (five) Business Days after receipt by the Indemnifying Party
of the Indemnity Notice and/or Third Party Claim Notice, deliver to the Purchaser a written
notice to such effect, enclosing in reasonable detail the basis for such objection and
documentary support reasonably necessary to substantiate the objection (“Indemnity
Objection”). Any dispute in relation to the Indemnity Objection shall be settled in accordance
with the procedure set out in Clause 13.10 (Dispute Resolution) of this Agreement.

10.3 In the event the Indemnifying Party does not issue an Indemnity Objection within the time
period stipulated in Clause 10.2 above, the Indemnifying Party shall be deemed to have
accepted its liability in respect of such Indemnity Notice and/or Third-Party Claim Notice and
forthwith pay the Indemnified Party such amount as specified in the Indemnity Notice and/or
Third-Party Claim Notice no later than 5 (five) days from the date of expiry of the
aforementioned time period stipulated in Clause 10.2 above.

10.4 The Purchaser agrees and acknowledges that its indemnity rights under this Clause 9 is the sole
monetary remedy available to it with respect to the matters stated in Clause 9 or any other
Transaction Document, other than: (i) if such other Transaction Document has express
monetary relief agreed between the Parties as an alternate to indemnity rights under Clause 9;
and (ii) the right to retain or deduct (as applicable) of any Proposed Holdback Amount from
the Aggregate Holdback Amounts in the manner as provided under Clause 3.12.5(a) (Verified
Leakages) and/or Clause 3.12.5(c) (Maniyachi BG) of the Umbrella Agreement. It is clarified
that any Indemnity Claim issued by the Indemnified Parties during the Holdback Period which
Indemnity Claim qualifies as a Holdback Event and can be subject matter of holdback as per
Clause 3.12 of the Umbrella Agreement, then subject to Clause 10.7.4(c) of this Agreement,
the Indemnified Parties shall first allocate any Losses arising out of such Indemnity Claim
during the Holdback Period towards the Aggregate Holdback Amounts (to the extent available
for allocation) and for Excess Amount (if any), the Purchaser shall have recourse in the manner
and to the extent provided under Clauses 9 and 10 of this Agreement.

10.5 Third Party Claim process for Holdback Period:

10.5.1 If an Indemnity Claim arises on account of any written claim made or written notice
issued by a third party against any of the Indemnified Parties arising during the
Holdback Period, (“Holdback Third Party”),(“Holdback Third Party Claim”), the
Indemnified Party shall give a written notice to the Indemnifying Party specifying the
Third Party Claim, in reasonable detail (“Holdback Third Party Claim Notice”).
Notwithstanding anything to the contrary contained in this Agreement, any delay in
issuing the Holdback Third Party Claim Notice, shall not in any manner prejudice the
right of the Indemnified Parties in relation to the right to indemnification under this
Agreement. It is hereby clarified that the defence of all Holdback Third Party Claims
31
 that the Seller has to take up under Clause 10.5.2 below, even after the expiry of the
Holdback Period, shall be continued to be conducted by the Indemnifying Party in the
manner as provided under this Clause 10.5 of this Agreement as an obligation.

10.5.2 The Indemnifying Party shall assume the defence of any such Holdback Third-Party
Claim (that it is required to under Clause 10.5.1 above) or proceedings in relation
thereto, at the cost and expense of the Indemnifying Party, it being clarified that such
assumption of defence by the Indemnifying Party shall be without prejudice to the
rights of the Indemnified Parties under this Agreement (including Clause 9): (a) when
the Holdback Third Party Claim relates to amounts up to the Aggregate Holdback
Amount then by way of a retention/deduction from the Aggregate Holdback Amounts
in the manner described under Clause 3.12 of the Umbrella Agreement; and (b) when
the Holdback Third Party Claim is with respect to the Excess Amounts, then by way of
exercising its indemnity rights under this Agreement.

10.5.3 The Indemnified Party shall promptly (i) make available to the Indemnifying Party any
information/documents in the possession or control of or which can be reasonably
procured by the Indemnified Party (provided that such obligation to reasonably procure
such information/documents shall be limited to the Purchaser requesting in writing
such information from the concerned party), that the Indemnifying Party may request
to defend such Holdback Third-Party Claim; as well as (ii) provide all reasonable
cooperation as may be required by the Indemnifying Party in pursuing such Holdback
Third Party Claim.

10.5.4 The Holdback Third Party Claim proceedings shall be defended by the Indemnifying
Party, subject to due intimation to the Indemnified Parties. In the event the Indemnified
Party is any ‘director’, ‘officer’ or ‘employee’, then the Indemnity Claim and any
communication in relation thereto shall only be issued on their behalf by the Purchaser.

10.5.5 Conduct of Claims

(a) If: (i) the Indemnifying Party does not assume the defence of any such Holdback
Third Party Claim, or (ii) Indemnifying Party fails to conduct the defence of such
Holdback Third Party Claim in accordance with the provisions of Clause 10.5, the
Indemnified Parties shall have the right, but not the obligation, to participate in
any such defence of the Holdback Third Party Claim along with the Indemnifying
Party and have access to and consult with the counsel engaged by the Indemnifying
Party in relation to such defence, at the cost and expense of the Indemnified Party,
along with the right to (a) provide comments and suggestions to the filings and
defence of such Holdback Third Party Claim, which comments and suggestions
shall be reasonably considered by the Indemnifying Party and to (b) retain separate
counsel at its own cost and expense, provided however that the Indemnifying Party
shall continue to lead the handling of the Holdback Third Party Claim at its own
discretion and the Indemnified Party shall have no right to: (i) appeal, settle or
compromise the matter; or (ii) take any position that is not in line with the positions
being taken by the Indemnifying Party on the matter.

(b) The Indemnifying Party in relation to the Holdback Third Party Claim shall have
the right to settle such Holdback Third Party Claim with the prior written consent
of the Indemnified Parties which consent shall not be unreasonably withheld.
Provided however, the Indemnifying Party shall not have the right to make (I)
admissions or acknowledgement of any wrongdoing on behalf of the Indemnified
Parties; or (II) admissions which result in a criminal action against or criminal
liability on the part of any Indemnified Party. Provided that the Indemnifying Party
shall continue to remain liable to the Indemnified Parties for the balance unsettled
32
 portion of the Holdback Third-Party Claim (if any), and the Indemnifying Party
shall continue to defend the Holdback Third Party Claim with respect to such
balance unsettled portion in the manner provided hereunder.

(c) For any Holdback Third Party Claim that involves an Excess Amount, the
Purchaser shall assume the defence of such Holdback Third Party Claim. The
Indemnifying Party shall make available to the Indemnified Parties any
information/documents in the possession or control of the Indemnifying Party that
may be necessary to defend such Holdback Third-Party Claim and shall provide
all reasonable cooperation as may be required by the Indemnified Parties in
pursuing such Holdback Third Party Claims. Such Holdback Third Party Claim
shall be defended by the Indemnified Party in the same manner as prescribed for
Third Party Claim after the Holdback Period in Clause 10.6 of this Agreement.

(d) If any payments (including interim payments, expenses, fees, penalties or any
other payments) are required to be made by the Indemnifying Party and/or
Indemnified Parties pursuant to an order (interim or otherwise), judgment, decree
of a court or a judicial/quasi-judicial authority, which order, judgment or decree
has not been stayed in accordance with Applicable Law, or as a condition to
obtaining a stay from, or for challenging a Tax demand by, a Governmental
Authority for any such Holdback Third Party Claim (“Holdback Third Party
Payments”), then the Indemnifying Party shall make such payment within the
period as stipulated under such judicial order, or such shorter period as required
by the Applicable Law for payment of such Holdback Third Party Payment. It is
hereby clarified that the Holdback Third-Party Payments shall be only payable by
the Indemnifying Party, irrespective of the Indemnified Parties or the
Indemnifying Party conducting such Third-Party Claim in accordance with this
Clause 10.

(e) Notwithstanding anything contained in this Agreement, it is hereby clarified that

in the event an Indemnity Claim pursuant to a Holdback Third Party Claim is
raised or arises on account of any claim made by a third party which could result
or reasonably expected to result in (i) suspension or stoppage of the operations of
any Project; and/or (ii) attachment / sealing of any assets of such Project or
immediate reduction in tariff under the PPA or termination of the PPA; and/or (iii)
in criminal action against or criminal liability on the part of any Indemnified Party,
then the Indemnified Parties shall be entitled to first assume the defence of any
such Holdback Third-Party Claim or proceedings in relation thereto, at the
reasonable cost and expense of the Indemnifying Party to mitigate any of the
aforesaid adverse circumstances with prior intimation to the Indemnifying Party
and upon reasonable mitigation having been achieved, shall handover the control
of such claim to the Indemnifying Party as per Clause 10.5.5 of this Agreement.
The Purchaser shall not undertake any steps under this Clause that would settle or
compromise the Holdback Third Party Claim or create an admission of wrong
doing/criminal liability on the Indemnifying Party. The Indemnified Party shall
take reasonable steps to mitigate any Loss (suffered or incurred) which they may
suffer in consequence of such Third Party Claim.

10.6 Third Party Claim process after Holdback Period:

10.6.1 If an Indemnity Claim arises on account of any claim made by a third party against any
of the Indemnified Parties arising after the Holdback Period or pertains to any Excess
Amounts (“Third Party Claim”), the Indemnified Party shall give a written notice to
the Indemnifying Party specifying Third Party Claim in reasonable detail (“Third
Party Claim Notice”). Notwithstanding anything to the contrary contained in this
33
 Agreement, any delay in issuing Third Party Claim Notice, shall not in any manner
prejudice the right of the Indemnified Parties in relation to the right to indemnification
under this Agreement.

10.6.2 The Indemnified Party shall assume the defence of any such Third-Party Claim or
proceedings in relation thereto, at the reasonable cost and expense of the Indemnifying
Party, it being clarified that such assumption of defence by the Indemnified Party shall
be without prejudice to the indemnification rights of the Indemnified Parties under this
Agreement (including Clause 9) and without diluting or affecting the indemnification
obligation of the Indemnifying Party as per the terms of this Agreement:

10.6.3 The Indemnifying Party shall promptly (i) make available to the Indemnified Party any
documents in the possession or control of or which can be reasonably procured by the
Indemnifying Party (provided that such obligation to reasonably procure such
documents shall be limited to the Seller requesting such information from the
concerned party), that the Indemnified Party may request to defend such Third-Party
Claim; as well as (ii) provide all reasonable cooperation as may be required by the
Indemnified Party in pursuing such Third Party Claim.

10.6.4 The Third Party Claim proceedings shall be defended by the Indemnified Party, subject
to due intimation to the Indemnifying Party.

10.6.5 Conduct of Claims

(a) If: (i) the Indemnified Party does not assume the defence of any such Third Party
Claim, or (ii) Indemnified Party fails to conduct the defence of such Third Party
Claim in accordance with the provisions of Clause 10.6.2, the Indemnifying Party
shall have the right, but not the obligation, to participate in any such defence of
the Third Party Claim along with the Indemnified Party and have access to and
consult with the counsel engaged by the Indemnified Party in relation to such
defence, at the cost and expense of the Indemnifying Party, along with the right to
(a) provide comments and suggestions to the filings and defence of such Third
Party Claim, which comments and suggestions shall be reasonably considered by
the Indemnified Party and to (b) retain separate counsel at its own cost and
expense, provided however that the Indemnified Party shall continue to lead the
handling of the Third Party Claim at its own discretion and the Indemnifying Party
shall have no right to: (i) appeal, settle or compromise the matter; or (ii) take any
position that is not in line with the positions being taken by the Indemnified Party
on the matter.

(b) The Indemnified Party in relation to the Third Party Claim shall have the right to
settle such Third Party Claim with the prior written consent of the Indemnifying
Party which consent shall not be unreasonably withheld. Provided however, the
Indemnified Party shall not have the right to make (I) admissions or
acknowledgement of any wrongdoing on behalf of the Indemnifying Party; or (II)
admissions which result in a criminal action against or criminal liability on the part
of any Indemnifying Party. Provided that the Indemnified Party shall continue to
defend the Third Party Claim with respect to such balance unsettled portion in the
manner provided hereunder.

(c) If any payments (including interim payments, expenses, fees, penalties or any
other payments) are required to be made by the Indemnified Parties pursuant to an
order (interim or otherwise), judgment, decree of a court or a judicial/quasi-
judicial authority, which order, judgment or decree has not been stayed in
accordance with Applicable Law, or as a condition to obtaining a stay from, or for
34
 challenging a Tax demand by, a Governmental Authority for any such Third Party
Claim (“Third Party Payments”), then the Indemnifying Party shall make such
payment within 10 (ten) Business Days from the receipt of such notice by any
Indemnified Party, or such shorter period as required by the Applicable Law for
payment of such Third Party Payment. It is hereby clarified that the Third-Party
Payments shall be only payable by the Indemnifying Party, irrespective of the
Indemnified Parties or the Indemnifying Party conducting such Third-Party Claim
in accordance with this Clause 10.

10.7 Limitation of Liability

10.7.1 Minimum Claims: The Indemnifying Party shall not be liable for a Loss suffered or
incurred by any Indemnified Parties, if it arises out of a single Indemnity Event, which
is lesser than INR 20,00,000 (Indian Rupees Twenty Lakhs) per Target SPV (“De-
Minimis Amount”). Provided that, for the purposes of the foregoing, individual claims
arising from the same cause of action shall be aggregated and considered to form part
of a single Loss. The provisions relating to Basket and certain other limitations shall
be as per the terms and conditions of the Umbrella Agreement.

10.7.2 Provided that, the aforesaid limitations of liability as set out in Clauses 10.7.1, shall not
apply to any and all liabilities of the Indemnifying Party arising on account of Clause
9.1.3 (Breach of Fundamental Warranties), Clause 9.1.5 (Fraud or Wilful Misconduct)
and Clause 9.1.7 (Specific Indemnities)

10.7.3 Indemnity Financial and Time Limitations

(a) The aggregate monetary liability of the Indemnifying Party for any Loss suffered
and/or incurred by any of the Indemnified Parties under this Agreement shall be
subject to the limitations under Clause 3.7.2(a) of the Umbrella Agreement.

(b) The time limitations applicable on the obligation of the Indemnifying Party to
indemnify, defend and hold harmless the Indemnified Parties for any Loss
suffered and/or incurred by any of the Indemnified Parties under this Agreement
shall be subject to the limitations under Clause 3.7.2(b) of the Umbrella
Agreement.

10.7.4 Other Limitations

Any obligation of the Indemnifying Party to indemnify and hold harmless the Indemnified
Parties, in relation to any Indemnity Claim, shall also be subject to the extent of the following
limitations on liability:

(a) Indemnified Party’s duty to mitigate: The Indemnified Parties shall take reasonable
steps to mitigate any Loss (suffered or incurred) which they may suffer in consequence
of any matter which gives rise to a claim under Clause 9 and Clause 10 of this
Agreement. For the avoidance of doubt, the liability of the Indemnifying Party to
indemnify and hold harmless the Indemnified Parties under this Clause 9 and 10 of this
Agreement, shall be reduced to the extent any Loss is not mitigated in breach of this
Clause 10.7.4(a).

(b) Purchaser’s Breach: The Indemnifying Party shall not be liable in respect of an
Indemnity Claim under any Indemnity Notice to the extent that such claim has arisen
solely due to a breach by an Indemnified Party of the terms of this Agreement or
pursuant to the specific written consent of the Purchaser by sharing relevant

35
 information with the Purchaser or written direction of the Purchaser.

(c) No double recovery: The Indemnified Parties shall not be entitled to make a claim or
recover indemnity or obtain payment, reimbursement or restitution more than once in
respect of the same Loss, whether during the Holdback Period or after the Holdback
Period. For the avoidance of doubt, it is clarified that any Holdback Third-Party Claim
for amounts which are up to any payables (but excluding any incremental amounts over
and above the payable amounts disclosed) forming part of the liabilities of the
Company (excluding payables to Related Parties), as already disclosed under the
Audited Accounts shall not be a subject matter of holdback from the Aggregate
Holdback Amounts or a subject matter of an Indemnity Claim (except for any
incremental amounts over and above the payable amounts disclosed).

(d) When Payable: Without affecting the provisions of Clause 3.12 of the Umbrella
Agreement, which shall be applicable with respect to any deductions from the
Aggregate Holdback Amounts as per the terms thereof, any other obligation of, the
Indemnifying Party to pay or make good any Loss for an Indemnity Event would arise
only subsequent (and within 60 (sixty) days from the date of the Non-Appealable
Order) to a Non-Appealable Order that makes the Indemnifying Party liable for such
Loss or any settlement pursuant to an Indemnity Claim (with the prior written consent
of the Purchaser as set out in Clause 10.5.5(b) of this Agreement). Provided further that
if an Indemnity Claim is made with respect to a contingent liability on or before the
expiration of the relevant time limit specified in Clause 10.7.3(b) above, the
Indemnified Party’s right with respect to such Indemnity Claim shall not lapse on
account of such contingent liability crystallizing after the expiration of such time limit.

(e) Change in Law: The Indemnifying Party shall have no liability for any Loss suffered
or incurred by any Indemnified Party if and to the extent, it is directly attributable to,
or the amount of such Loss suffered or incurred is increased as a result of, any change
of Applicable Law after the Closing Date which retrospectively applies to the period
prior to the Closing Date.

(f) Subsequent Recovery: If any Indemnifying Party pays an amount to an Indemnified

Party in discharge of an Indemnity Claim, and such Indemnified Party subsequently
recovers (by way of cash or any other means) from a third party (including insurers),
any amount to compensate for the Loss that gave rise to such Indemnity Claim (or any
portion thereof), then:

(i) if the aggregate amount of Losses suffered by the Indemnified Party has been
fully compensated for by the Indemnifying Party, the Indemnified Party shall
pay to the Indemnifying Party the lower of (A) the Sum Recovered; and (B)
amounts paid by the Indemnifying Party to the Indemnified Party in relation to
such Indemnity Claim; or

(ii) if the amounts paid by the Indemnifying Party are less than the Losses suffered
by the Indemnified Party, and the aggregate of the amounts paid by the
Indemnifying Party and the Sum Recovered exceeds the Losses suffered by the
Indemnified Party, the Indemnified Party shall pay to the Indemnifying Party
the lower of (A) the amount of such excess; and (B) amounts paid by the
Indemnifying Party to the Indemnified Party in relation to such Indemnity
Claim.

Further, amounts payable to the Indemnifying Party pursuant to sub-Clauses

(i) and/or (ii) above shall be subject to Tax deductions as applicable.

36
 For the purposes of the foregoing, (“Sum Recovered”), means an amount
equal to the total of the amount(s) recovered from the third party less all costs
incurred by the Indemnified Party in recovering such amount(s) from the third
party (including any additional amounts of insurance premium payable as a
result of such recovery, provided that such additional amounts of insurance
premium are not attributable to any additional coverage or benefit obtained in
such insurance policy) and any Tax paid or payable by the Indemnified Party
on any amounts recovered from such third party.

11 CONFIDENTIALITY

11.1 The Parties acknowledge that the subject matters and the terms contemplated herein are of a
confidential nature and no Party shall make or cause to be made any announcement or
disclosure to any third party without the prior written consent of the other Parties, except as,
and to the extent required by any Applicable Laws or legal process issued by any Governmental
Authority or rules or regulations of any relevant regulatory authority (including but not limited
to any relevant stock exchange). Further, to the extent not prohibited by Applicable Law, the
contents of any such disclosure made by a Party shall be provided for review to the other Parties
prior to such disclosure being made, and the disclosing Party shall ensure that the deal value
for the Transaction is not disclosed prior to the Closinghaving taken place under each of the
Transaction Documents. It is also understood that any disclosure to a Party’s (i) board members
or board of directors; and (ii) stakeholders (for the avoidance of doubt, excluding employees of
the Company) on a need to know basis; is bound by confidentiality obligations equivalent to
those under this Agreement, shall not be considered to be a public announcement or disclosure.

11.2 Each of the Parties acknowledge that such Party has/ may have information in respect of or
relating to the business of the Company and the other Parties, including its financing
arrangements and dealings, transactions, Intellectual Property, affairs plans and proposals, all
of which information is important to the business of the Company and the Parties
(“Confidential Information”), which shall be kept confidential. Confidential Information
includes without limitation, confidential or secret information relating to the trade secrets,
know-how, ideas, business methods, finances, prices, business plans, sales targets, statistics,
customer lists, customer relationships, computer systems and computer software pertaining to
the business of the Company. Each of the Parties further acknowledge that the disclosure of
Confidential Information, if any, in their possession, whether directly or indirectly to any
Person would place the other Parties at a disadvantage/ risk and would do damage to the
respective Party’s business.

11.3 Notwithstanding the aforementioned provisions of Clause 11.2 above, information shall not be
deemed to be Confidential Information and the recipient thereof shall have no obligation with
respect to such information if such information:

11.3.1 was or becomes generally known to the public, other than by reason of a breach of this
Agreement or any Transaction Documents by the other Party; and/or

11.3.2 is or was already known to the recipient prior to the Execution Date other than by virtue
of such information having been given to the recipient by any Party; and/or

11.3.3 is received by the recipient from a third party which is not subject to similar
confidentiality restrictions and without breach of this Agreement; and/or

11.3.4 which the recipient of such information can clearly and unambiguously prove to have
been independently developed by the recipient.

37
11.4 After Closing, the Seller shall keep all information in relation to the Company (“Company
Information”) confidential and shall not without the prior written consent of the Purchaser,
divulge the Company Information to any other Person, or use it for any purpose other than for
fulfilling obligations or exercising rights that the Seller may have after Closing, pursuant to any
Transaction Document.

11.5 Exceptions: The obligations contained in this Clause 11 shall not apply to any part of the
Confidential Information in the case where that part of the Confidential Information that is or
has become public (other than by breach of this Agreement) and shall not restrict any disclosure
by any Party required by Applicable Law or regulation or requirement of a stock exchange or
by any court of competent jurisdiction, any enquiry or investigation by any Governmental
Authority which is lawfully entitled to require any such disclosure, provided that, so far as it is
lawful and practical to do so prior to such disclosure, the Party subject to such disclosure shall
promptly notify the other Parties of such requirement.

11.6 After Closing, upon written request of the Purchaser, the Seller shall promptly, return/destroy
all Company Information in their possession, together with any copies in their possession (or
in the possession of any of their employees, officers, advisors and agents), and shall confirm
compliance of this Clause 11 to the Purchaser (except (x) as required by Applicable Law or
professional standards or bona fide internal compliance policies or procedures, or by this
Agreement, (y) that any Company Information stored in electronic media shall be destroyed to
the extent practicable); and (z) Company Information that could be required for fulfilling
obligations or exercising rights that the Seller may have after Closing, pursuant to any
Transaction Document).

12 TERMINATION

12.1 Termination Rights: This Agreement will become effective on the Execution Date and will
continue to remain valid and subsisting unless terminated in accordance with Clause 12.2 below.

12.2 This Agreement may be terminated prior to the Closing, in the following circumstances:

12.2.1 Termination by Purchaser: By the Purchaser, if: (i) the Seller Conditions Precedent
are not fulfilled as of Long Stop Date, (ii) a Material Adverse Effect occurs prior to the
Closing Date; (iii) an Insolvency Event occurs in relation to the Seller and/or Company
prior to the Closing Date.

12.2.2 Termination by Seller: By Seller, if: (i) the Purchaser Condition Precedent is not
fulfilled as of Long Stop Date, or (ii) an Insolvency Event occurs in relation to the
Purchaser.

12.2.3 Termination by mutual consent: At any time by mutual consent of the Parties in
writing.

12.2.4 Termination on expiry of Long Stop Date: Either Party may terminate at its sole
discretion by notice in writing to the other Party if the Closing does not occur on or
prior to the expiry of the Long Stop Date.

12.2.5 Breach of Agreement: By the Purchaser, if the Seller and/or Company has breached
the material terms and conditions of this Agreement and such breach is not cured within
a period of 30 (thirty) days following a notice from the Purchaser of occurrence of such
breach. Provided that breach of Clause 6.3.1(f) of this Agreement by the Seller, shall
not constitute a termination event under this Clause 12.2.5.

12.2.6 Breach of Warranties: By the Purchaser, if there occurs a breach of any Fundamental
38
 Warranties.

12.2.7 Restraining Order from Government: Upon the issuance by any Governmental
Authority of any order restraining, enjoining or otherwise prohibiting the Purchaser,
the Company or the Seller from consummating the transactions contemplated hereby
or any Applicable Law shall have rendered the transactions contemplated under this
Agreement illegal.

12.2.8 This Agreement shall stand automatically terminated if the Umbrella Agreement, FS
Agreements, Target SPV SPAs (other than this Agreement) and Select Target SPV
Subscription Agreements stands terminated as per the terms thereof.

12.2.9 The Purchaser’s right to terminate this Agreement shall be without prejudice to any
other rights and remedies that the Purchaser may have under Applicable Law including
the right to seek specific performance of obligations of the Seller and/ or the Company
under this Agreement or any other non-monetary remedy for breach of the terms of this
Agreement by the Seller and/ or the Company.

12.3 Consequences of termination: Except as otherwise specifically provided herein, the

termination of this Agreement for any reason whatsoever will be without prejudice to any rights
or obligations accrued to or in respect of the Parties prior to the date of termination and will not
release any Party from any liability that at the time of termination has already accrued to any
other Party, or which thereafter may accrue in respect of any act or omission taken or suffered
prior to or on such termination, nor will any such termination hereof affect in any way the
survival of any right, duty or obligation of any such Party which is expressly stated to survive
termination hereof.

12.4 Survival: If this Agreement is terminated pursuant to Clause 12.2 above, this Agreement will
have no further force or effect and, unless expressly provided otherwise in this Agreement, no
Party will have any further liability or obligation with respect to this Agreement. The provisions
of Clauses 1 (Definitions and Interpretation), Clause 8 (Representations and Warranties),
Clause 11 (Confidentiality), Clause 13 (Miscellaneous) and Clause 12.3 and this Clause 12.4,
will survive the termination of this Agreement and nothing herein will relieve any Party from
its obligations under such provisions or from any liability pursuant to this Agreement prior to
its termination.

13 MISCELLANEOUS

13.1 Notices

13.1.1 Any notices, requests, demands or other communication required or permitted to be

given under this Agreement shall be written in English and shall be delivered in person,
or sent by courier or by certified or registered mail, postage prepaid or transmitted by
electronic mail and properly addressed as follows:

If to the Purchaser:
Kind Attn: Mr. Abhay Yagnik
Designation: Vice President – Business Development
Address: JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400
051
Phone Nos: 022 4286 2149
Fax / No: 022 4286 3000
E-mail: abhay.yagnik@jsw.in

If to Seller:
39
 Kind Attn: Uday Chandra
Address: 8001, Q-City, S.No:109, Gachibowli, Hyderabad- 500 032, India.
Email: uday.chandra@mytrah.com

If to the Company before Closing:

Kind Attn: Uday Chandra
Address: 8001, Q-City, S.No:109, Gachibowli, Hyderabad- 500 032, India.
Email: uday.chandra@mytrah.com

If to the Company after Closing:

Kind Attn: Mr. Abhay Yagnik
Designation: Vice President – Business Development
Address: JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400
051
Phone Nos: 022 4286 2149
Fax / No: 022 4286 3000
E-mail: abhay.yagnik@jsw.in

Or at such other address as the Party to whom such notices, requests, demands, or other
communication is to be given shall have last notified the Party giving the same in the
manner provided in this Clause 13.1, but no such change of address shall be deemed to
have been given until it is actually received by the Party sought to be charged with the
knowledge of its contents. Any notice, request, demand or other communication
delivered to the Party to whom it is addressed as provided in this Clause 13.1 (Notices)
shall be deemed (unless there is evidence that it has been received earlier) to have been
given and received, if:

(i) delivered by hand, at the time of delivery; when proof of the delivery has been
obtained; or

(ii) sent by electronic mail, on the day when delivered by electronic mail to the
proper electronic mail address; or

(iii) sent by registered mail, except air mail, or a reputed national courier service, 5
(five) Business Days after posting it; or

(iv) sent by air mail, or a reputed international courier service, 7 (seven) Business
Days after posting it.

13.1.2 All notices communicated by e-mail shall be followed by a copy thereof being sent by
post to the addressee. A notice or other communication received on a day other than a
Business Day, or after business hours in the place of receipt, shall be deemed to be
given on the next following Business Day in such place.

13.1.3 In the event, a Party refuses delivery or acceptance of a Notice, request or other
communication, under this Agreement, it shall be deemed that the Notice was given
upon proof of the refused delivery, provided the same was sent in the manner specified
in this Agreement.

13.2 Costs and Expenses

13.2.1 Each of the Parties shall be responsible for and bear their own costs and expenses
including without limitation, any fees and expenses of counsel, accountants, investment
bankers, finders, brokers and other professional advisories incurred in connection with

40
 the preparation, execution and delivery of this Agreement. Except as otherwise
mentioned in this Agreement, the Seller and the Purchaser shall equally bear all stamp
duties related to the execution of this Agreement and the Transaction Documents.

13.2.2 In the event this Agreement is terminated pursuant to Clause 12 (Termination), neither
Party will seek reimbursement of any of the costs and expenses incurred in connection
with this Transaction from the other Party.

13.3 Waiver

Any term or condition of this Agreement may be waived at any time by the Party that is entitled
to the benefit thereof, but no such waiver shall be effective unless set forth in a written
instrument duly executed by or on behalf of the Party waiving such term and condition. No
waiver by a Party of any term or condition of this Agreement, in any one or more instances,
shall be deemed to be or construed as a waiver of the same or any other term or condition of
this Agreement on any future occasion. A waiver or consent shall be effective only for the
purpose for which it is given. No default or delay on the part of any Party in exercising any
rights, powers or privileges operates as a waiver of any right, nor does a single or partial
exercise of a right preclude any exercise of other rights, powers or privileges.

13.4 Amendment

No modification, amendment or waiver of any of the provisions of this Agreement shall be

effective unless made in writing specifically referring to this Agreement and duly signed by
each of the Parties to this Agreement.

13.5 No Third-Party Beneficiary

The terms and provisions of this Agreement are intended solely for the benefit of the Parties
hereto and their respective successors or permitted assigns, and no provision of this Agreement
shall be deemed to confer upon any other Persons any remedy, claim, liability, reimbursement,
claim of action or other rights in excess of those existing without reference to this Agreement,
other than a Person entitled to indemnity under Clauses 9 and 10 (Indemnification and
Limitation of Liability) of this Agreement.

13.6 No Assignment; Binding Effect

Neither this Agreement nor any right, interest or obligation hereunder may be assigned by either
Party without the prior written consent of the other Party and any attempt to do so will be void,
except: (i) for assignments and transfers by operation of Applicable Laws; and (ii) that the
Purchaser may assign any or all of its rights, interests and obligations hereunder to an Affiliate
or to any transferee of Sale Securities, without the prior written consent of the other Parties to
this Agreement. Subject to the preceding sentence, this Agreement is binding upon, inures to
the benefit of and is enforceable by the Parties and their respective successors and permitted
assigns.

13.7 Severability

If any of the provisions of this Agreement is or becomes invalid, illegal, or unenforceable, the
validity, legality or enforceability of the remaining provisions shall not in any way be affected
or impaired. Notwithstanding the foregoing, the Parties to this Agreement shall thereupon
negotiate in good faith in order to agree on the terms of a mutually satisfactory provision,
achieving as nearly as possible the same commercial effect, to be substituted for the provision
so found to be void or unenforceable.

41
13.8 Entire Agreement

This Agreement when signed, and any other document or agreement executed pursuant to this
Agreement constitutes the entire agreement between the Parties hereto with respect to the
subject matters of this Agreement and supersedes all prior agreements, letter of intent(s) and
non-disclosure agreements and undertakings, both written and oral, with respect to the subject
matter hereof.

13.9 Governing Law

This Agreement and performance hereunder will be governed by and construed in accordance
with the laws of India and subject to Clause 13.10 below, the courts at New Delhi, India, shall
have exclusive jurisdiction.

13.10 Dispute Resolution

13.10.1.Any and all disputes and claims between the Parties to this Agreement arising out of or
in connection with this Agreement or its performance (including the validity of this
Agreement) (“Dispute”) shall, so far as is possible, be settled amicably between the
Parties to this Agreement.

13.10.2.If after a period of 30 (thirty) days from the date of notice by a Party under Clause
13.10.1, the Parties to the dispute have failed to reach an amicable settlement, such
disputes arising out of or in connection with this Agreement or its performance
(including the validity of this Agreement), at the written request of any of the Parties
to the dispute, shall be settled by binding arbitration and such arbitration shall be under
and in terms of the arbitration under the Arbitration and Conciliation Act, 1996 as
amended from time to time.

13.10.3.The venue, seat or legal place of arbitration shall be New Delhi. All proceedings of
such arbitration including the award shall be in the English language and shall be kept
confidential by the Parties to this Agreement.

13.10.4.The arbitration tribunal shall consist of 3 (three) arbitrators. The Purchasers shall
nominate one arbitrator and the Seller shall nominate one arbitrator. The two arbitrators
thus appointed shall nominate the third presiding arbitrator, who shall act as chairman.
If a Party does not nominate an arbitrator within 15 (fifteen) days of the matter being
referred to arbitration, then the arbitrator shall be appointed as per the Arbitration and
Conciliation Act, 1996.

13.10.5.The arbitration award rendered shall be final and binding on the Parties to the dispute.

13.10.6.Each Party to a dispute shall pay its own fees, disbursements and other charges, except
as may be determined by the arbitration panel.

13.11 Further Assurances

Each of the Parties agree to do all such further acts and things and to execute and deliver all
such additional documents as are necessary or required to give full effect to the terms of the
Transaction Documents. Without foregoing the generality of the above the Purchaser shall
ensure that if a nominee acquires any Sale Securities at Closing, said nominee is a Person
Controlled solely by the Purchaser.

42
13.12 Publicity

Except as required by Applicable Law, (a) no press release or announcement related to this
Agreement or the transactions contemplated herein, will be issued by any Party pre-Closing
without the prior written consent of all other Parties, and (b) no press release or announcement
related to this Agreement or the transactions contemplated herein, will be issued by Seller post-
Closing without the prior written consent of the Purchaser.

13.13 Counterparts

This Agreement may be executed in any number of counterparts, each of which will be deemed
an original, but all of which together will constitute one and the same instrument. If the Parties
are not located at one place on the date of signing of this Agreement, the signature page of the
counterpart signed by a Party shall be transmitted to the other Party by facsimile transmission
or email and the same shall be deemed to be the signature of such Party on this Agreement.

13.14 Independent Contractors

Each Party hereto is an independent contractor and nothing contained in this Agreement shall
be construed to be inconsistent with this relationship or status. Neither Party owes a fiduciary
duty to the other and nothing contained herein shall be deemed to create any association,
partnership, joint venture or relationship of principal and agent between the Parties hereto or
any Affiliates or subsidiaries thereof or to provide any of the Parties with the right, power or
authority, whether express or implied to create any such duty or obligation on behalf of any
other Party.

13.15 Use of Name

The Purchaser shall, within 18 (eighteen) months from the Closing Date, change the name of
the Company so as to no longer use the name “Mytrah”. Following the Closing Date, the
Company shall diligently and promptly pursue the necessary Approvals for change of name;
provided that in the event that the Company has not received all Approvals for change of name
within the aforesaid period, then the Company may request the Seller for an extension for use
of the name of the Seller after 18 (eighteen) months from the Closing Date (at mutually agreed
reasonable charges between the Seller and the Purchaser for such use of name), which request
shall not be unreasonably denied by the Seller. To ensure continuity of business, the Seller
hereby grants a non-exclusive license to the Company to use or make references to ‘Mytrah’
name, until 18 (eighteen) months from the Closing Date without payment of any costs/
expenses/ royalty in relation to the use of the ‘Mytrah’ name.

13.16 Change of Registered Office

The Purchaser shall, within 3 (three) months after the Closing Date (which date may be
extended by mutual consent of the Purchaser and the Seller) file an application with relevant
Governmental Authorities to change the registered office of the Company from the current
registered office, and make all necessary filings as required under Applicable Law. However,
until the registered office of the Company has been shifted to a location selected by the
Purchaser, (i) Seller affirms that post Closing, the Company can continue to use the current
registered office premises as its registered office at no cost to the Company and/or Purchaser;
and (ii) Seller shall forward any communication addressed to the Company received by them
to the corporate office of the Purchaser as set out Clause 13.1 (Notices) within 4 (four) Business
Days after receiving them at the existing registered office of the Company.

43
13.17 The Seller shall on the Execution Date provide a written certificate, in the form annexed as Part
B of Schedule 6 (Format for written certificate) hereof, to the Purchaser confirming that no
Material Adverse Effect has occurred/ subsisting in relation to the Company.

(remainder of the page intentionally left blank)

(Signature page follows)

44
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Parties as of
the date first written above.

For and on behalf of JSW NEO ENERGY For and on behalf of MYTRAH AGRIYA POWER
LIMITED PRIVATE LIMITED

__________________ __________________
Name: Abhay Yagnik Name: Nikhil Kalantri
Designation: Authorised Signatory Designation: Authorised Signatory

For and on behalf of MYTRAH ENERGY

(INDIA) PRIVATE LIMITED

__________________
Name: Goverdhan Reddy Katla
Designation: Authorised Signatory

45
 SCHEDULE 1
(PART A)

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL OF THE COMPANY AS ON

EXECUTION DATE

Sr. Name of Shareholder Shares held % of shareholding

No.

1. Mytrah Energy India Private Limited 1,91,20,341 99.99995

2. Mr. Vivek Kailas 10* 0.00005
Total 1,91,20,351 100
*Shares are beneficially held in the name of ‘Mytrah Energy (India) Private Limited’

Sr. Name of Debenture Holders No. of CCDs

No.
1. Mytrah Energy India Private Limited 1,83,32,337
Total 1,83,32,337

(PART B)

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL OF THE COMPANY

IMMEDIATELY AFTER THE CLOSING

Sr. Name of Shareholder Shares held % of shareholding

No.

1. JSW Neo Energy Limited 1,91,20,345 99.99999

2. JSW Hydro Energy Limited* 1 0.00001
3. JSW Energy (Barmer) Limited* 1 0.00001
4. JSW Energy (Kutehr) Limited* 1 0.00001
5. JSW Energy (Raigarh) Limited* 1 0.00001
6. JSW Power Trading Company Limited* 1 0.00001
7. JSW Renew Energy Three Limited* 1 0.00001
Total 1,91,20,351 100
*Nominee of JSW Neo Energy Limited

46
 SCHEDULE 2

Defaulting SPV Financing Documents

TERM LOAN FINANCING DOCUMENTS:

MYTRAH VAYU (GODAVARI) PRIVATE LIMITED

Sr. Document Parties Date
No.
1 Common Loan Mytrah Vayu (Godavari) Private Limited, L&T 07 March 2017
Agreement Finance Ltd, L & T Infrastructure Finance
Company Ltd & IDBI
2 Security Trustee Mytrah Vayu (Godavari) Private Limited, L&T 07 March 2017
Agreement Finance Ltd, L & T Infrastructure Finance
Company Ltd & IDBI
3 Trust & Retention Mytrah Vayu (Godavari) Private Limited, IDFC, 07 March 2017
Agreement L&T Infrastructure Finance Company Ltd &
IDBI
4 Sponsor support MEIL, MVBPL, Mytrah Vayu (Godavari) 07 March 2017
undertaking Private Limited & IDBI
5 Promoter MVBPL, Mytrah Vayu (Godavari) Private 07 March 2017
Undertaking Limited & IDBI
6 Deed of Mytrah Vayu (Godavari) Private Limited & IDBI 07 March 2017
Hypothecation
7 POA to DOH Mytrah Vayu (Godavari) Private Limited 07 March 2017
8 Share Pledge MEIL, Mytrah Vayu (Godavari) Private Limited 13 April 2017
Agreement & IDBI
9 POA to SPA MEIL, Mytrah Vayu (Godavari) Private Limited 13 April 2017
& IDBI
10 Declaration for Mytrah Vayu (Godavari) Private Limited & IDBI 28 June 2017
creation of mortgage
11 Memorandum of Mytrah Vayu (Godavari) Private Limited & IDBI 28 June 2017
entry
12 Deed of Accession L&T Housing Finance Limited, Mytrah Vayu 2 November 2017
(Godavari) Private Limited, L&T Finance Ltd, L
& T Infrastructure Finance Company Ltd & IDBI
13 Deed of Accession Mytrah Vayu (Godavari) Private Limited, L&T 28 September 2017
Finance Ltd, L & T Infrastructure Finance
Company Ltd & IDBI
14 Novation-cum- Mytrah Vayu (Godavari) Private Limited, L&T 28 September 2017
Assignment Deed Finance Ltd, L & T Infrastructure Finance
Company Ltd

MYTRAH VAYU (SOM) PRIVATE LIMITED

Sr. Document Parties Date
No.
1 Common Loan Mytrah Vayu (Som) Private Limited, PFC & 29 October 2015
Agreement IDBI
2 Lenders agent agreement Mytrah Vayu (Som) Private Limited, PFC, 29 October 2015
& IDBI

47
3 Promoter support MEIL, Mytrah Vayu (Som) Private Limited 29 October 2015
agreement & PFC
4 Promoter undertaking MEIL 29 October 2015
5 Security trustee Mytrah Vayu (Som) Private Limited, PFC & 29 October 2015
agreement IDBI
6 Share pledge agreement MEIL, IDBI, Mytrah Vayu (Som) Private 29 October 2015
Limited
7 Trust & retention Mytrah Vayu (Som) Private Limited, PFC, 29 October 2015
account agreement Andhra Bank & IDBI
8 Deed of Hypothecation Mytrah Vayu (Som) Private Limited 29 October 2015
9 Deed of Guarantee MEIL 29 October 2015
10 Power of Attorney MEIL 29 October 2015
11 Stepin and substitution MEIL, Mytrah Vayu (Som) Private Limited, 29 October 2015
agreement NWFPL & PFC
12 First amendment Mytrah Vayu (Som) Private Limited, PFC, 10 August 2016
agreement to CLA IDBI
13 Amended & Restated Mytrah Vayu (Som) Private Limited, PFC, 10 August 2016
Security trustee ADB & ITSL
agreement
14 First amendment to MEIL, Mytrah Vayu (Som) Private Limited, 10 August 2016
promoter support PFC
agreement
15 First Supplementary Mytrah Energy (India) Private Limited 10 August 2016
undertaking to Promoter
undertaking
16 Memorandum of Entry IDBI 09 November 2016
17 Undertaking for Re- Mytrah Energy (India) Private Limited, 29 November 2016
pledge of Shares Mytrah Vayu (Som) Private Limited & IDBI
18 Power of Attorney for Mytrah Energy (India) Private Limited 29 November 2016
undertaking
19 Security sharing PFC, ADB, IDBI 10 August 2016
agreement
20 Amended & Restated ADB, Mytrah Vayu (Som) Private Limited 10 August 2016
Facility agreement with
ADB
21 Deed of Guarantee Mytrah Energy (India) Private Limited, 10 August 2016
Mytrah Vayu (Som) Private Limited, &
ADB
22 Project Funds and Share Mytrah Energy (India) Private Limited, 10 August 2016
Retention Agreement MEL, Mytrah Vayu (Som) Private Limited,
R&H Trust Co (Jersey) Ltd, & ADB
23 Borrower Confirmation ADB, PFC & IDBI Trusteeship Services Ltd 10 August 2016
to the Security Sharing
Agreement
24 Unattested Deed of Mytrah Vayu (Som) Private Limited & IDBI 10 August 2016
Hypothecation Trusteeship Services Ltd
25 Indenture of Mortgage Mytrah Vayu (Som) Private Limited & IDBI 7 November 2015
Trusteeship Services Ltd

48
26 Indenture of Mortgage Mytrah Vayu (Som) Private Limited & IDBI 3 October 2015
Trusteeship Services Ltd
27 Amended and Restated Mytrah Energy (India) Private Limited, 30 September 2016
Unattested Share pledge Mytrah Vayu (Som) Private Limited and
Agreement IDBI
28 Stepin and substitution MEIL, Mytrah Vayu (Som) Private Limited, 12 October 2016
agreement NWFPL & ADB
29 Trust & retention Mytrah Vayu (Som) Private Limited, PFC, 30 September 2016
account agreement Kotak Mahindra Bank & IDBI

MYTRAH VAYU SABARMATI PRIVATE LIMITED

Sr. Document Parties Date
No.
1 Common Loan Mytrah Vayu Sabarmati Private Limited, 23 October 2017
Agreement L&T Infrastructure Finance Company
Limited, L&T Finance Ltd., L&T Housing
Finance Ltd., L&T Infrastructure Finance
Company Limited (As Lender's Agent),
IDBI Trusteeship Services Limited
2 Deed of Hypothecation Mytrah Vayu Sabarmati Private Limited, 23 October 2017
(DOH) IDBI Trusteeship Services Limited
3 Unattested Pledge Mytrah Energy (India) Private Limited, 23 October 2017
Agreement (UPA) Mytrah Vayu Sabarmati Private Limited and
IDBI Trusteeship Services Limited
4 Power of Attorney to Mytrah Vayu Sabarmati Private Limited, 23 October 2017
DOH IDBI Trusteeship Services Limited
5 Power of Attorney to Mytrah Energy (India) Private Limited, 23 October 2017
UPA Mytrah Vayu Sabarmati Private Limited and
IDBI Trusteeship Services Limited
6 Promoter Support Mytrah Vayu Sabarmati Private Limited, 23 October 2017
Agreement MEIPL, L&T Infrastructure Finance
Company Limited, L&T Finance Ltd., L&T
Housing Finance Ltd. & IDBI Trusteeship
Services Limited
7 Special Terms Mytrah Vayu Sabarmati Private Limited, 23 October 2017
Agreement L&T Infrastructure Finance Company
Limited, L&T Finance Ltd. & L&T Housing
Finance Ltd.
8 Security Trustee Mytrah Vayu Sabarmati Private Limited, 23 October 2017
Agreement L&T Infrastructure Finance Company
Limited, L&T Finance Ltd., L&T Housing
Finance Ltd., L&T Infrastructure Finance
Company Limited (As Lender's Agent),
IDBI Trusteeship Services Limited
9 TRA Agreement Mytrah Vayu Sabarmati Private Limited, 23 October 2017
IDBI Trusteeship Services Limited, Axis
Bank Ltd., & L&T Infrastructure Finance
Company Limited (As Lender's Agent)

49
10 Amended and Restated Mytrah Vayu Sabarmati Private Limited, 10 March 2018
Common Loan IDBI Trusteeship Services Limited, Axis
Agreement Bank Ltd., & L&T Infrastructure Finance
Company Limited (As Lender's Agent) and
REC
11 Deed of Assignment Mytrah Vayu Sabarmati Private Limited, 25 May 2018
IDBI Trusteeship Services Limited, Axis
Bank Ltd., & L&T Infrastructure Finance
Company Limited (As Lender's Agent) and
IREDA

MYTRAH ABHINAV POWER PRIVATE LIMITED

Sr. Documents Parties Date

No.
1 Common Loan Mytrah Abhinav Power Private Limited, 21 February 2017
Agreement TCCL, OBC, IREDA, IIFCL, IDBI
Trusteeship, Lenders Agent (OBC)
2 Security Trustee Mytrah Abhinav Power Private Limited, 21 February 2017
Agreement TCCL, OBC, IREDA, IIFCL, IDBI
Trusteeship, Lenders Agent (OBC)
3 Deed of Guarantee Mytrah Energy (India) Private Limited 21 February 2017
4 Inter creditor Agreement TCCL, OBC, IREDA, IIFCL, IDBI 21 February 2017
Trusteeship, Lenders Agent (OBC)
5 Lenders Agent Mytrah Abhinav Power Private Limited, 21 February 2017
Agreement TCCL, OBC, IREDA, IIFCL, Lenders
Agent (OBC)
6 Deed of Hypothecation Mytrah Abhinav Power Private Limited 21 February 2017
7 Power of Attorney for Mytrah Abhinav Power Private Limited 21 February 2017
Deed of Hypothecation
8 Unattested Pledge Mytrah Energy (India) Private Limited, 21 February 2017
Agreement Mytrah Abhinav Power Private Limited and
IDBI Trusteeship
9 Power of Attorney for Mytrah Energy (India) Private Limited 21 February 2017
Pledge of Shares
10 Promoter support Mytrah Energy (India) Private Limited, 21 February 2017
agreement MAPPL and Lenders Agent (OBC)
11 TRA Agreement Mytrah Abhinav Power Private Limited, 21 February 2017
Lenders Agent (OBC), IDBI Trusteeship,
Account Bank (OBC)
12 Declaration in relation to Mytrah Abhinav Power Private Limited 28 September 2017
Mortgage by Deposit of
Title Deeds
13 Memorandum of Entry IDBI Trusteeship 28 September 2017
14 Declaration in relation to Mytrah Abhinav Power Private Limited 11 November 2017
Mortgage by Deposit of
Title Deeds
15 Memorandum of Entry IDBI Trusteeship 11 November 2017

50
16 Unattested Pledge Vivek Kailas, Mytrah Abhinav Power 1 March 2017
Agreement Private Limited, IDBI Trusteeship
17 Power of Attorney for Vivek Kailas and IDBI Trusteeship 1 March 2017
Unattested Pledge
Agreement
18 Borrowers confirmation Mytrah Abhinav Power Private Limited 21 February 2017

MYTRAH ADARSH POWER PRIVATE LIMITED

Sr. Documents Parties Date

No.
1 Common Loan Mytrah Adarsh Power Private Limited, 30 January 2017
Agreement Canara Bank, Union Bank of India, Lenders
Agent (Canara) & DBI Trusteeship
2 Inter creditor Agreement Mytrah Adarsh Power Private Limited, 30 January 2017
Canara Bank, Union Bank of India &
Lenders Agent (Canara Bank)
3 Lenders Agent Mytrah Adarsh Power Private Limited, 30 January 2017
Agreement Canara Bank, Union Bank of India &
Lenders Agent (Canara)
4 Security Trustee Mytrah Adarsh Power Private Limited, 30 January 2017
Agreement Canara Bank, Union Bank of India & IDBI
Trusteeship
5 Unattested Deed of Mytrah Adarsh Power Private Limited 30 January 2017
Hypothecation
6 Power of Attorney – Mytrah Adarsh Power Private Limited 30 January 2017
DOH
7 Pledge Agreement Mytrah Energy (India) Private Limited, 30 January 2017
Mytrah Adarsh Power Private Limited and
IDBI Trusteeship
8 Power of Attorney - Mytrah Energy (India) Private Limited 30 January 2017
Pledge
9 Promoter support Mytrah Energy (India) Private Limited, 30 January 2017
agreement Mytrah Adarsh Power Private Limited and
Canara Bank
10 TRA Agreement Mytrah Adarsh Power Private Limited, 30 January 2017
Lenders Agent (Canara Bank), Account
Bank (Canara Bank) & IDBI Trusteeship
11 Working Capital Loan Mytrah Adarsh Power Private Limited, 30 January 2017
Agreement Canara Bank, Union Bank of India, Lenders
Agent (Canara Bank) & IDBI Trusteeship
12 Guarantee Facility Mytrah Adarsh Power Private Limited, 30 January 2017
Agreement Canara Bank, Union Bank of India, Lenders
Agent (Canara) & IDBI Trusteeship
13 Counter Guarantee Mytrah Adarsh Power Private Limited 30 January 2017
14 First Novation Cum Mytrah Adarsh Power Private Limited, 18 November 2017
Amendment to the Canara Bank, Union Bank of India, Bank of
Common Loan Baroda, Lenders' Agent (Canara Bank) &
Agreement IDBI Trusteeship

51
15 Assignment Agreement Mytrah Adarsh Power Private Limited, 18 November 2017
Canara Bank, Bank of Baroda, Lenders'
Agent (Canara) & IDBI Trusteeship
16 Deed of Accession to the Mytrah Adarsh Power Private Limited, 18 November 2017
Lenders' Agent Lenders' Agent (Canara Bank) & Bank of
Baroda
17 Deed of Accession to the Mytrah Adarsh Power Private Limited, 18 November 2017
Inter Creditor Lenders Agent (Canara Bank) & Bank of
Baroda
18 Lenders' Deed of Bank of Baroda & IDBI Trusteeship, 18 November 2017
Accession Lenders Agent (Canara Bank)
19 Deed of Guarantee Mytrah Adarsh Power Private Limited & 18 November 2017
Bank of Baroda
20 Special Terms Mytrah Adarsh Power Private Limited & 18 November 2017
Agreement Bank of Baroda
21 Declaration in relation to Mytrah Adarsh Power Private Limited 05 January 2018
Mortgage by Deposit of
Title Deeds
22 Memorandum of Entry IDBI Trusteeship 05 January 2018

MYTRAH AGRIYA POWER PRIVATE LIMITED – WANAPARTHY PROJECT

Sr. Documents Parties Date

No.
1 Facility Agreement Mytrah Agriya Power Private Limited 23 January 2017
2 Deed of Borrower Mytrah Agriya Power Private Limited 23 January 2017
Undertaking
3 Deed of Promoter Mytrah Energy (India) Private Limited 23 January 2017
Undertaking
4 Deed of Pledge of Shares Mytrah Agriya Power Private Limited L, 06 April 2017
Mytrah Energy (India) Private Limited and
PFC
5 Non-Disposal Mytrah Agriya Power Private Limited, 06 April 2017
Undertaking Mytrah Energy (India) Private Limited and
PFC
6 Power of Attorney Mytrah Energy (India) Private Limited 06 April 2017
7 Promoter Support and Mytrah Agriya Power Private Limited, 06 April 2017
Cost Overrun Mytrah Energy (India) Private Limited and
Agreement PFC
8 TRA Agreement Mytrah Agriya Power Private Limited, PFC 06 April 2017
and CBI
9 Unattested Deed of Mytrah Agriya Power Private Limited 06 April 2017
Hypothecation
10 First Amendment to Mytrah Agriya Power Private Limited and 06 April 2017
Facility Agreement PFC
11 Second Amendment to Mytrah Agriya Power Private Limited and 23 May 2017
Facility Agreement PFC

52
12 Third Amendment to Mytrah Agriya Power Private Limited and 18 July 2017
Facility Agreement PFC
13 Fourth Amendment to Mytrah Agriya Power Private Limited and 03 January 2018
Facility Agreement PFC
14 Deed of Guarantee Mytrah Energy (India) Private Limited 03 January 2018
15 Declaration in relation to Mytrah Agriya Power Private Limited 13 February 2018
Mortgage by Deposit of
Title Deeds
16 Memorandum of Entry PFC 13 February 2018
17 Indenture of Mortgage
Mytrah Agriya Power Private Limited and 20 April 2017
PFC
MYTRAH AGRIYA POWER PRIVATE LIMITED – KAMAREDDY PROJECT
1 Rupee Term Loan Mytrah Agriya Power Private Limited & 13 June 2017
Agreement PFC
2 Deed of Borrower Mytrah Agriya Power Private Limited & 13 June 2017
Undertaking PFC
3 Deed of Promoter Mytrah Agriya Power Private Limited, 13 June 2017
Undertaking Mytrah Energy (India) Private Limited &
PFC
4 Promoter Support and Mytrah Agriya Power Private Limited, 13 June 2017
Cost Overrun Mytrah Energy (India) Private Limited &
Agreement PFC
5 Deed Of Pledge Of Mytrah Agriya Power Private Limited, 18 July 2017
Securities Mytrah Energy (India) Private Limited &
PFC
6 First Amendment To Mytrah Agriya Power Private Limited & 18 July 2017
Rupee Term Loan PFC
Agreement
7 Amendment To Deed Of Mytrah Agriya Power Private Limited & 18 July 2017
Promoter Undertaking PFC
8 Second Amendment To Mytrah Agriya Power Private Limited & 03 January 2018
Rupee Term Loan PFC
Agreement
9 Deed Of Guarantee Mytrah Energy (India) Private Limited & 03 January 2018
PFC
10 Declaration in relation to Mytrah Agriya Power Private Limited 27 April 2018
Mortgage by Deposit of
Title Deeds
11 Memorandum of Entry PFC 27 April 2018
12 Indenture of Mortgage
Mytrah Agriya Power Private Limited and 5 July 2017
PFC
13 Trust and Retention Mytrah Agriya Power Private Limited and 27 June 2017
Account Agreement PFC and Central Bank of India
14 Unattested Deed of Mytrah Agriya Power Private Limited and 13 June 2017
Hypothecation PFC

53
MYTRAH AAKASH POWER PRIVATE LIMITED

Sr. No. Documents Parties Date

1 Common Loan Mytrah Aakash Power Private Limited, 28 May 2019

Agreement Catalyst Trusteeship Services Ltd, L&T
Finance Ltd.
2 Security Trustee Mytrah Aakash Power Private Limited, 28 May 2019
Agreement Catalyst Trusteeship Services Ltd, L&T
Finance Ltd.
3 Lenders Agent Mytrah Aakash Power Private Limited and 28 May 2019
Agreement L&T Finance Ltd.
4 Unattested Deed of Mytrah Aakash Power Private Limited 28 May 2019
Hypothecation (Borrower)
5 Power of Attorney Mytrah Aakash Power Private Limited 28 May 2019
(for DOH)
6 Unattested Share Mytrah Aakash Power Private Limited, 28 May 2019
Pledge Agreement Mytrah Energy (India) Private Limited and
Catalyst Trusteeship Services Ltd
7 Power of Attorney Mytrah Aakash Power Private Limited, 28 May 2019
(for Pledge of Shares) Mytrah Energy (India) Private Limited and
Catalyst Trusteeship Services Ltd
8 Unattested CCD Mytrah Aakash Power Private Limited, 28 May 2019
Pledge Agreement Mytrah Energy (India) Private Limited and
Catalyst Trusteeship Services Ltd
9 Power of Attorney Mytrah Aakash Power Private Limited, 28 May 2019
(for Pledge of CCD) Mytrah Energy (India) Private Limited and
Catalyst Trusteeship Services Ltd
10 Unattested Deed of Mytrah Energy (India) Private Limited 28 May 2019
Hypothecation (Promoter)
11 Power of Attorney Mytrah Energy (India) Private Limited and 28 May 2019
(for DOH - Promoter) Catalyst Trusteeship Services Ltd
12 Promoters Mytrah Energy (India) Private Limited 28 May 2019
Undertaking
13 Deed of Corporate Mytrah Energy (India) Private Limited and 28 May 2019
Guarantee L&T Finance Ltd.
14 Trust & Retention Mytrah Aakash, Catalyst Trusteeship 28 May 2019
Agreement Services Ltd, L&T Finance Ltd. and RBL
Bank
15 Declaration and Mytrah Aakash Power Private Limited 04 March 2020
Undertaking
16 Memorandum of Catalyst Trusteeship Services Ltd, 04 March 2020
Entry
17 Declaration and Mytrah Aakash Power Private Limited 23 September 2020
Undertaking
18 Memorandum of Catalyst Trusteeship Services Ltd, 23 September 2020
Entry

54
WORKING CAPIITAL FINANCING DOCUMENTS:

MYTRAH VAYU (GODAVARI) PRIVATE LIMITED

Sr. Documents Parties Date

No.
1 Master Facility Mytrah Vayu (Godavari) Private Limited & 25 August 2016
Agreement IDFC
2 Security Trustee Mytrah Vayu (Godavari) Private Limited, 25 August 2016
Agreement IDFC & IDBI
3 Deed of Hypothecation Mytrah Vayu (Godavari) Private Limited & 25 August 2016
IDBI
4 Sponsor undertaking Mytrah Vayu (Godavari) Private Limited, 25 August 2016
IDFC, MVBPL, Mytrah Energy (India)
Private Limited

MYTRAH VAYU (SOM) PRIVATE LIMITED

Sr. Documents Parties Date

No.
1 General letter of Mytrah Vayu (Som) Private Limited and 15 May 2017
Hypothecation Allahabad Bank
2 Deed of Guarantee Mytrah Energy (India) Private Limited, 15 May 2017
Mytrah Vayu (Som) Private Limited and
Allahabad Bank
3 Third Amendment to Mytrah Vayu (Som) Private Limited, ADB, 15 May 2017
TRA agreement PFC and Allahabad Bank
4 Undertaking Mytrah Vayu (Som) Private Limited & 15 May 2017
Allahabad Bank

MYTRAH ABHINAV POWER PRIVATE LIMITED

Sr. Documents Parties Date
No.
1 Common Agreement Mytrah Abhinav Power Private Limited, 14 November 2019
OBC
2 Security Trustee Mytrah Abhinav Power Private Limited, 14 November 2019
Agreement OBC, IDBI Trusteeship
3 Deed of Hypothecation Mytrah Abhinav Power Private Limited in 14 November 2019
favour of IDBI Trusteeship
4 Declaration in relation Mytrah Abhinav Power Private Limited 14 November 2019
to Mortgage by Deposit
of Title Deeds
5 Memorandum of Entry IDBI Trusteeship 14 November 2019

55
MYTRAH AAKASH POWER PRIVATE LIMITED

Sr. Documents Parties Date

No.
1 Working Capital Mytrah Aakash Power Private Limited, L&T 16 September 2019
Demand Loan Finance and Catalyst Trustee Services
Agreement Limited
2 Security Trustee Mytrah Aakash Power Private Limited, L&T 16 September 2019
Agreement Finance and Catalyst Trustee Services
Limited
3 Lenders Agent Mytrah Aakash Power Private Limited and 16 September 2019
Agreement L&T Finance
4 Unattested Deed of Mytrah Aakash Power Private Limited 16 September 2019
Hypothecation
5 Power of Attorney for Mytrah Aakash Power Private Limited 16 September 2019
DOH
6 Trust & Retention Mytrah Aakash Power Private Limited, L&T 16 September 2019
Agreement Finance and Catalyst Trustee Services
Limited, RBL Limited

(remainder of the page intentionally left blank)

56
 SCHEDULE 3
CONDITIONS PRECEDENT TO CLOSING

PART A: SELLER CONDITIONS PRECEDENT

1. Approval of the lenders of the Seller for the Transaction.

2. The Seller and/or Company shall have prepared format of letter of intimations required to be
made to the relevant PPA counterparties as provided under Schedule 24 of this Agreement,
substantially in form that is reasonably acceptable to the Purchaser.

3. Settlement of the dispute between M/s Prathmesh Solar Farms Private Limited v. Transmission
Corporation of Telangana Limited and Mytrah Agriya Power Private Limited and Southern
Power Distribution Company of Telangana Limited, in a manner such that the Company has
the right to use the additional 15 (fifteen) towers (on and from the date of such settlement)
mentioned in the order dated 23 June 2022 without any liability or obligation on the Company
on and from the Closing Date.

PART B: PURCHASER CONDITIONS PRECEDENT

The Purchaser shall make an application to the CCI and obtain approval for the Transaction.

PART C: JOINT CONDITIONS PRECEDENT TO CLOSING

The Parties shall cooperate with each other and shall carry the joint responsibility of ensuring that the
following written consents/ NOC are procured:

1. Obtain approval of the Existing Lenders of the Company: (a) to approve the transfer of Sale
Securities and other instruments of the Company and obtain all approvals required under the
Financing Documents to give effect to the Transaction and (b) for release of pledge over the
Sale Securities that are pledged under the Financing Documents, as indicated in Schedule 12
(“Existing Share Pledges”) of this Agreement, prior to the Closing Date to enable/ facilitate
the transfer of the Sale Securities from the Seller to in accordance with the terms and conditions
of this Agreement. The Company shall provide all reasonable cooperation in relation to
obtaining all approvals/ waivers required to be obtained from the Existing Lenders. The
Existing Lender balance confirmation shall also be obtained as on 31 March 2022 and also on
Closing Date.

2. Obtain a no-dues certificate (which shall be effective upon receipt of the Overdues Amount)
from the Defaulting Target SPV Lenders, confirming that upon receipt of the Overdues Amount
the Defaulting Target SPV Lenders would have deemed to be fully and finally settled with
respect all the amounts payable under the Defaulting SPV Financing Documents; and a
confirmation from the Defaulting Target SPV Lenders, that upon receipt of the Overdues
Amount the account of the respective Defaulting Target SPV will be classified as standard
(“Defaulting SPV Lenders NOC”).

3. The Seller, Defaulting Target SPVs, Settlement Escrow Agent, Defaulting Target SPV Lenders
and the Purchaser shall have executed the Settlement Escrow Agreement in agreed form, which
shall be effective from the Closing Date.

4. The sale deeds to be executed for the Solar Project Land shall be in agreed form.

57
 SCHEDULE 4
FORMAT OF SELLER CP SATISFACTION CERTIFICATE

[On the letterhead of Party]

Date: [●]

[Insert name of recipient]

[Address]

[Company]
[Address]

Dear Sirs,

Sub: Seller CP Satisfaction Certificate under the Share Purchase Agreement dated [●]
(“SPA”)
Re: Purchase of the Sale Securities by [Purchaser] (“[●]”) from [●]

In furtherance to the provisions of Clause 5.1.2 read with Schedule [●] Part [●] of the SPA, we hereby
confirm that all the Seller Conditions Precedent required to be complied by us have been completed.

Please find enclosed herewith the following documents evidencing completion of the Seller Conditions
Precedent:

Sl. No. Conditions Precedent Exhibits

1.
2.

All capitalised terms, unless defined herein, shall have the same meaning assigned to them under the
SPA.

Sincerely,
For [•]

[Name]
[Designation]

(remainder of the page intentionally left blank)

58
 SCHEDULE 5
PURCHASER CP SATISFACTION NOTICE
To,

[•]

Subject: Purchaser CP Satisfaction Notice in relation to [•] issued pursuant to the Agreement

This certificate is being issued pursuant to Clause [•] of the Agreement. Capitalized terms and
expressions used in this certificate but not defined herein shall have the meaning as ascribed to such
term in the Agreement.

We confirm receipt of the Seller CP Satisfaction Notice dated [•]. Based on the documents provided to
us by the Seller, we hereby confirm that the Seller has satisfactorily completed the Seller Conditions
Precedent set out in Schedule [•] of the Agreement as set out in Annexure I of the Seller CP Satisfaction
Notice.

In reliance of the covenants and undertakings of the Seller set out in the Seller CP Satisfaction Notice,
we are issuing this notice in accordance with Clause [•] of the Agreement and confirm that the Parties
may proceed with the Closing in accordance with Clause [•] of the Agreement.

Yours faithfully,
Signed for and on behalf of:

For [•]

[Name]
[Designation]

(remainder of the page intentionally left blank)

59
 SCHEDULE 6
FORMAT FOR WRITTEN CERTIFICATE
Part A
Date: [●]
To,
[•]
Attn.: Mr. [●]

Dear Sir,

We write with reference to the share purchase agreement dated [•] entered into amongst [•] as amended
from time to time (“Agreement”).

Capitalised terms and expressions used in this letter but not defined shall have the same meaning as
ascribed to such terms and expressions in the Agreement.

In accordance with Clause [7.4.1] of the Agreement we confirm that:

(i) all Warranties, are true and correct as of the Closing Date;

(ii) no Material Adverse Effect has occurred or is subsisting as on the date hereof.

Thanking You,

For [•]

_______________________

Name:
Designation:

Accepted by [•]

For [•]

_______________________

Name:
Designation:

60
 Part B
Date: [●]
To,
[•]
Attn.: Mr. [●]

Dear Sir,

We write with reference to the share purchase agreement dated [•] entered into amongst [•] as amended
from time to time (“Agreement”).

Capitalised terms and expressions used in this letter but not defined shall have the same meaning as
ascribed to such terms and expressions in the Agreement.

In accordance with Clause [•] of the Agreement we confirm that no Material Adverse Effect has
occurred or is subsisting as on the date hereof.

Thanking You,

For [•]

_______________________

Name:
Designation:

Accepted by [•]

For [•]

_______________________

Name:
Designation:

(remainder of the page intentionally left blank)

61
 SCHEDULE 7
MATERIAL CONTRACTS

Purchasing Vendor Name PO Date Nature of Work Project Net Order

Document Value
9500002113 M Bala Krishna 01-02-2017 Land Acquisition - Wanaparthy 76,33,125.00
Reddy Wanaparthy
9500002144 M Bala Krishna 09-02-2017 Land Acquisition - Wanaparthy 92,03,125.00
Reddy Wanaparthy
9500002461 Rama Krishna Reddy 27-04-2017 land registration-Kamareddy Kammareddy 64,68,000.00
Nimmala
9500002500 C Pushpavathi Rao 11-05-2017 land registration-Wanaparthy Wanaparthy 51,25,000.00
9500002502 Ch Bhagyamma 11-05-2017 land registration-Wanaparthy Wanaparthy 67,50,000.00
9500002527 M Bala Krishna 19-05-2017 land registration-Wanaparthy Wanaparthy 99,06,250.00
Reddy
9300003286 Gopal Reddy Elleti 01-06-2017 Brokerage fee - Kamareddy Kammareddy 85,40,000.00
9100003897 Indus Organics 12-06-2020 Personal Protection Kits Agriya- Ho 57,43,960.00
(PPE Kits)
9300009548 Sriyan Constructions 20-04-2021 Formation of Road -BC Soil- Kammareddy 4,25,00,000.
34 KMS 00
9300009548 Sriyan Constructions 20-04-2021 Formation of Road -Good Kammareddy 71,98,200.00
Soil-9.3 KMS
9100004103 En En Electrical 07-06-2021 Barbed wire Kammareddy 64,87,888.00
Engineers Private
Limited
9100004103 En En Electrical 07-06-2021 Supply of Solar Power Kammareddy 1,60,09,500.
Engineers Private generating System 00
Limited
9300009708 En En Electrical 07-06-2021 Erection of Fencing Kammareddy 53,74,600.00
Engineers Private Materials
Limited
9300009708 En En Electrical 07-06-2021 Erection of Balance of Plant Kammareddy 86,20,500.00
Engineers Private
Limited
9300009708 En En Electrical 07-06-2021 Completion of Pending Kammareddy 1,64,50,000.
Engineers Private works 00
Limited
9300009861 Ilex Properties 07-06-2021 Completion of Solar Wanaparthy 2,27,97,567.
Private Limited generating System 45

(remainder of the page intentionally left blank)

62
 SCHEDULE 8

CLOSING ACTIONS

1. The Seller shall have terminated and/ or novated the O&M contracts for the Company with the
O&M contractors (at the discretion of the Purchaser) without any additional liability w.e.f.
April 1, 2022.

2. The Seller shall assign the warranties for all equipment including but not limited to solar
modules and other installed equipment in favour of the Company.

3. The Seller shall assign to the Company all licenses, acquired data from project commissioning
date and intellectual property rights on a perpetual basis associated with all software, hardware
and equipment in use by the Company.

4. SCADA system of the Seller along with SCADA data for the past period in relation to the
Project of the Company shall have been transferred and handed over to the Purchaser.

5. The Seller and/or Company shall have issued the letter of intimations required to be made to
the relevant PPA counterparties as provided under Schedule 24 of this Agreement, substantially
in form that is reasonably acceptable to the Purchaser.

(remainder of the page intentionally left blank)

63
 SCHEDULE 9

REPRESENTATIONS AND WARRANTIES

PART A – Authority Warranties

1. Incorporation and Authority

(a) The Seller and the Company is a company duly incorporated and validly existing under
Applicable Law, in each case solvent and having full power, authority and legal right
to conduct its business as conducted at the date of this Agreement.

(b) The Seller and the Company have the full legal capacity and corporate power and
authority to: (i) enter into the Transaction Documents; and (ii) with the exception of
the matters as set out in Schedule 34 of this Agreement (as relevant), perform their
respective obligations and consummate the transactions contemplated by the
Transaction Documents.

(c) The Transaction Documents entered have been duly entered into by the Seller and the
Company. Subject to the matters set out in Schedule 34 of this Agreement the
Transaction Documents constitute legal, valid and binding obligations on each of them,
enforceable in law against each of them, in accordance with their respective terms.

(d) Except to the extent of the Conditions Precedent and the Pre-Closing Actions as set out in
Clause 6.4 and Schedule 21 of this Agreement (as applicable), the execution, delivery,
enforceability with respect to the Seller and Company and performance of the Transaction
Documents and the consummation of the Transactions contemplated thereunder does not:

(i) conflict with, or result in any violation or breach of the Charter Documents of
Seller or the Company;

(ii) conflict with or result in any breach or violation of any of the terms and
conditions of, or constitute (or with notice or lapse of time or both constitute)
a default under or entitle any counterparty to terminate, hold void, cancel, any
contract to which the Seller and/or the Company are a party or by which the
Sale Securities or any Assets (exceeding a value of INR 5,00,000 (Indian
Rupees Five Lakh)) are bound;

(iii) give rise to any obligation to make any payment under the provisions of any
contract, which if not made would result in such contract being void;

(iv) conflict with, or result in any violation or breach of any Applicable Law;

(v) conflict with, or result in any violation or breach of any approval;

(vi) conflict with or result in any violation or breach of any Action, Order,
judgment, injunction, award, decree, writ or any other restriction of any
kind against, or binding upon, the Seller or the Company or the Sale
Securities or Assets (exceeding a value of INR 5,00,000 (Indian Rupees Five
Lakh)).

(e) Except to the extent expressly set forth under the Transaction Documents, the (i)
execution; (ii) delivery and performance (and with the exception of matters set out in
Schedule 34 with respect to delivery and performance of this Agreement) by the Seller
and the Company of this Agreement and the Transaction Documents does not require
64
 any approval to or from any Governmental Authority, arbitrator or any third party or
otherwise.

2. Title to Sale Securities

2.1 The Seller and the Nominee Shareholders are the absolute legal and beneficial owner, free of
all Encumbrances, except for any pledge created on the Sale Securities in the favour of the
Existing Lenders under the Financing Documents of the relevant Sale Securities set out in
Schedule 1 of this Agreement, and hold valid title to the Sale Securities, with full right and
authority to sell and deliver the same to the Purchaser under this Agreement, and upon sale and
delivery of the Sale Securities as contemplated in this Agreement, will convey to the Purchaser
good and marketable title to the Sale Securities, free and clear of all Encumbrances.

2.2 The Sale Securities constitute the entire issued and paid-up Share Capital of the Company.

2.3 The Company has not issued and is not under any obligation to issue any Securities under any
employee stock option scheme.

2.4 The Sale Shares are fully paid up. The rights with respect to voting and dividend as attached to
the Sale Securities owned by the Seller are exclusively exercised and exercisable by the Seller.

2.5 The Sale Securities were duly and validly issued by the Company and requisite stamp duty paid
on them. All issuances of the Sale Securities were in compliance with Applicable Laws, the
Charter Documents, any shareholding/ securities related lock-in restrictions under the PPA and
the bid documents and were not issued in contravention of any pre-emptive right or similar
right.

2.6 Except for the CCDs issued by the Company, there are no outstanding debentures, bonds or
similar instruments issued by the Company, and there are no outstanding liabilities or payables
in respect of any such instruments issued by the Company.

3. Insolvency

No Insolvency Event has occurred with respect to the Seller (except for matters set out in Part
A of Schedule 33 i.e. hereinafter referred to as “Seller Exception”), and/or the Company
(except for matters set out in Part B of Schedule 33, hereinafter referred to as “Company
Exception”, which when relating to ‘Insolvency Event’ specifically pertains only to paragraph
(a) of the definition of ‘Insolvency Event’), nor has a petition for insolvency been filed with
respect to the Seller (except the Seller Exception) and/or the Company. The Seller and the
Company are (i) not insolvent; or (ii) unable to pay their debts (except Seller Exception with
respect to Seller and the Company Exception with respect to the Company); (iii) nor to the
knowledge of the Seller has an event or circumstance occurred or is existing, which would
result in an Insolvency Event in relation to the Seller (except the Seller Exception) and/or the
Company (except the Company Exception). Except the Company Exception, the Company is
not incapable of discharging its debts under the Financing Documents that have fallen due on
or prior to the Closing Date.

4. Taxes

4.1 The Seller is an ‘Indian Entity’ in terms of the NDI Rules and a ‘resident of India’ under the IT
Act.

4.2 All stamp duty has been duly paid in connection with the transfer of the Sale Securities of the
Company.

65
 PART B: BUSINESS WARRANTIES

1. Corporate Matters

1.1 The Company has no subsidiaries and does not own any direct or indirect equity, voting or
ownership interest in any company, partnership or other legal entity.

1.2 The Company has the power and authority to own and operate its owned Assets and Power
Plants to carry on its businesses as currently conducted and such owned Assets and Power
Plants are held by the Company in a manner which does not contravene the Charter Documents.

2. Charter Documents, statutory books and returns

2.1 The copies of the Charter Documents of the Company which are delivered to the Purchaser and
which have been filed with the jurisdictional registrar of companies are presently in effect,
updated and complete in all respects and reflects all amendments.

2.2 There have not been any non-compliances by the Company of its Charter Documents and it has
not entered into any transaction which is ultra vires the provisions of its Charter Documents.

2.3 The registers, statutory books, books of account and other records of the Company required to
be maintained have been maintained as per Applicable Law. The registers, statutory books,
books of account and other records of the Company are property maintained in accordance with
Applicable Law in all material respects.

2.4 The Company has materially complied with all the applicable requirements and made all
requisite filings, as applicable, with respect to any corporate action under Applicable Law.

3. Partnerships

3.1 The Company does not act or carry on its business in partnership with any other Person and has
not entered into any contract to establish any joint venture, partnership, profit/loss sharing
agreement or consortium.

3.2 The Company does not have any branch, place of business or permanent establishment outside
India or has ever had a branch, place of business or permanent establishment outside India.

4. Compliance with Applicable Law

4.1 The Company, the Power Plant or other operations of the Project have materially complied with
all Applicable Laws, including but not limited to material compliance with applicable
Environmental Laws.

4.2 The Company has complied with the Prevention of Corruption Act, 1988; the Prevention of
Money Laundering Act, 2002 and the provisions on anti-bribery and corruption under the
Indian Penal Code, 1860.

4.3 There has not been and there is no investigation or enquiry by, or order, decree, decision or
judgement of any Governmental Authority, arbitrator, pending threatened (in writing) against
the Company. No notice or other communication in writing from any Governmental Authority,
third party or otherwise has been received with respect to a violation of any kind, and/or failure
by the Company to comply with any such Applicable Laws or Approvals.
66
4.4 Approvals and Consents

4.4.1 All material Approvals required for carrying on the Business, including for the ownership and
operation of the Power Plants have been obtained.

4.4.2 All material Approvals required for carrying on the business of the Company, including for
the ownership and operation of the Power Plants are exclusively held by the Company in the
name of the Company and are not utilised by or for the benefit of any third party.

4.4.3 All Approvals obtained for carrying on the Business of the Company are valid, in full force
and effect and all material terms and conditions of such Approvals are being complied with.

4.4.4 No notice of revocation or suspension of any Approvals has been received by the Company.

5. Assets

5.1 The Company has full rights, title or interest (as applicable) in its Assets, free and clear of all
Encumbrances. Schedule 29 of this Agreement sets forth a true and complete list of real
properties owned and/or leased by the Company.

5.2 The Company’s assets (including but not limited to Material Contracts, material Approvals,
and real property), whether owned, leased, contracted for or licensed, constitute all of the
Assets that are sufficient for conducting the Business of the Company as currently conducted.
The material Assets of the Company have been properly maintained, are in normal operating
condition (subject to normal wear and tear) and are suitably preserved (subject to normal wear
and tear) and insured. To the knowledge of the Seller, there is no material hazardous condition
existing with respect to any of the Assets of the Company.

5.3 Insofar as all the immovable properties used by the Company, the usage thereof is materially
in compliance with Applicable Law.

5.4 In case of Assets that are leased or licensed or on which a right to use has been granted to the
Company, the Company has good and valid leasehold or license interests or right to use
therein, as per and subject to the terms of such lease/ license or right to use arrangement and
the Company is in material compliance with the documents governing their right to use any
of its Assets.

5.5 To the knowledge of the Seller, there are no third parties in adverse physical possession of the
Revenue Generating Assets and immoveable properties owned by the Company or any part
thereof.

5.6 All agreements in relation to the immovable properties used by the Company in relation to its
business have been duly stamped and registered with the relevant Governmental Authorities
in accordance with Applicable Law.

5.7 The Company has been granted valid and subsisting access rights to the sites at which the Assets
of the Company are located (“PPA Access Sites”) as per the terms of the relevant PPAs, and,
has uninterrupted and unhindered access and right of way to such PPA Access Sites for
construction, operation, and maintenance (as applicable) in accordance with the terms of the
relevant PPAs.

67
5.8 The Company enjoys peaceful possession of the immovable properties (as provided under
Schedule 29) used by the Company.

5.9 The mutation records reflect the name of the Company in respect of perfection of its right, title
and interest to any immovable property of the Company under Applicable Law.

5.10 The Company has not disposed off any Revenue Generating Asset since the Lockbox Date.

6. Contracts

6.1 The complete list of the Material Contracts is provided in Schedule 7 as of the Execution Date
and/or the Closing Date (as applicable). Other than the Material Contracts, the Company
and/or the Seller have not executed any other agreement in relation to the Project which is
material for the construction, operation and maintenance of the Project exceeding a value of
more than INR 50,00,000 (Indian Rupees Fifty Lakhs).

6.2 The Company is not in material breach of any Material Contract. No counter party has claimed
in writing (notice of which has been received by the Company and/or the Seller), the right to
termination, rescission, cancellation, or repudiation of such rights, benefits and any
obligations of the Company provided in any Material Contract or modification or acceleration
of any rights which has an adverse effect on the rights and obligations of the Company under
any of the Material Contracts. The Company has not assigned or sub-let any of its rights under
any agreement or arrangement of a kind described above to which it is a party.

6.3 None of the sub-contractors engaged by the Seller for any EPC works undertaken for the
Company are party/ engaged in any Litigation and/or Proceedings with the Company
concerning such EPC works.

6.4 All Material Contracts entered into by the Company are in full force, valid and have not been
terminated. No notice of termination of the Material Contracts has been received by the
Company and/or Seller.

6.5 To the knowledge of the Seller, the Material Contracts have been validly executed by the
respective counterparties thereto and are enforceable as per their terms against the Company
and, to the knowledge of the Company, the other parties thereto, and are in compliance with
all Applicable Laws and regulations.

6.6 Other than as provided under Schedule 26, there are no subsisting powers of attorney/
authorisations in writing given by the Company prior to the Closing Date.

6.7 The Company is not a party to any contract or agreement for a conditional sale of property,
where upon fulfilment of the conditions, the obligation to sell or purchase (except for purchase
of any operating spares in the Ordinary Course of Business) the subject property crystalizes
as per the terms of such contract or agreement.

6.8 The Company is not a party to any contract or agreement, under which the Company has
purchased or acquired any property and for which purchase (except for purchase of any
operating spares in the Ordinary Course of Business) the Company is obligated to make
payment of any deferred consideration (in full or part).

6.9 The PPAs are valid, binding and enforceable under Applicable Law and there is no non-
compliance by the Company of any terms of the PPA that may result in termination of the
PPAs.

68
6.10 The Company and/or Seller have not received any notice from the respective counter party
(which counterparty is a signatory to the respective PPAs) under their respective PPAs
declaring termination of such PPA, as per the terms thereof, nor termination of the PPAs is
threatened in writing.

6.11 The Company has not received written notice from the applicable interconnection or
transmission provider, specific to any Power Plants and/or the Project, that such
interconnection or transmission provider has taken or has determined to take any adverse
action with respect to the rights of the Company under any interconnection agreement.

6.12 Other than the warranties as required to be assigned under paragraph 2 of Schedule 8 (Closing
Actions), there are no other warranties required to be assigned to the Company under the EPC
Contracts.

6.13 The execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated hereunder, do not result in the default by the Company, or vesting
of any additional material rights in any counter party or entitle such counter-party to terminate
or accelerate any rights, benefits or obligations under any Material Contract or any insurance
policy (including any right of the insurer to cancel the cover under such policy) obtained or
maintained by the Company, in each case, in accordance with the existing terms prescribed
and stipulated under the relevant Material Contract or insurance policy.

7. Related Parties

7.1 (a) As on the Execution Date, other than as set forth in Schedule 27 hereto, the Company is not
a party to or otherwise bound by any contract whatsoever with any Related Party (“Related
Party Contract”). (b) As of the Closing Date, all subsisting Related Party Contract have been
terminated, unless otherwise agreed in writing between the Parties.

7.2 As of the Closing Date, other than as agreed between the Purchaser and the Seller in writing,
neither the Seller nor any of their Related Parties have any interest in any of the Assets of the
Company.

7.3 As of the Closing Date, other than as agreed between the Purchaser and the Seller in writing,
there are no subsisting obligations of the Company towards the Seller Group or their Related
Parties and there are no subsisting obligations of the Seller Group or their Related Parties to the
Company.

7.4 All Related Party transactions entered into by the Company were duly authorized by all actions
required under Applicable Laws or its Charter Documents and were otherwise made in material
compliance with all Applicable Law, and have been correctly categorized and fully disclosed
in compliance with Applicable Laws in the Accounts.

8. Financial Information

8.1 Copies of the Targeted Financial Statements and Previous Accounts provided to the Purchaser
by the Company and/or the Seller are true and complete as of the Execution Date. Copies of
the Audited Accounts provided to the Purchaser by the Company and/or the Seller are true
and complete as of the Closing Date.

8.2 All Accounts of the Company have been properly maintained as required under Applicable
Law and have been filed with the relevant Governmental Authority as required under the
Applicable Law, in each case in material respects.

8.3 The Accounts as prepared in accordance with the Accounting Standards and show a true and
69
 fair view of the state of affairs of the Company, including assets and liabilities, cash flows and
profit and loss of the Company.

8.4 Adequate provision for bad and doubtful debts has been made in the Audited Accounts in
accordance with the Accounting Standards as of the Closing Date.

8.5 No change has been made to the Accounting Standards for at least 3 (three) years prior to the
Lockbox Date (as applicable) except as required by Applicable Law.

9. Changes since Lockbox Date

9.1 As of the Execution Date (but only since the Lockbox Date):

9.1.1 the Company has carried on its Business in the ordinary course consistent with past
practice;

9.1.2 the Company has not:

(i) entered into any compromise, waived or released or assigned any material rights or
materially deviated from any subsisting terms under any Material Contracts or
renewed any Material Contract on terms of renewal other than those specified in
such Material Contracts;

(ii) make any amendments to the Charter Documents of the Company;

(iii) transferred, assigned, sold, exchanged, leased, or otherwise Encumbered any Assets
of the Company for more than INR 5,00,000 (Rupees Five Lakhs) in aggregate or
acquired any Assets (or any interest therein) for more than INR 5,00,000 (Indian
Rupees Five Lakhs);

(iv) agreed to do any of the foregoing;

9.1.3 no Share has been agreed to be issued by the Company.

9.1.4 there has not been any change in employee benefits other than salary revisions and
increments in the ordinary course of business and in accordance with Applicable Law;
and

9.1.5 settled or entered into a compromise of any litigation, arbitration or other legal
proceedings or made any tax election involving claims or liabilities in excess of INR
50,00,000 (Indian Rupees Fifty Lakhs) (individually or in aggregate).

10. [omitted]

11. Borrowings

11.1 Relevant details of all:

(a) claims, liability and Indebtedness outstanding for the Company including the security
provided thereunder including, if any, the amounts disbursed and outstanding under
any of them, the agreements and documents underlying such Indebtedness and the term
of each facility and

(b) any Guarantees for the benefit of the Company, created for such Indebtedness,

70
 as of Execution Date are provided in Schedule 12 (to be updated as of Closing Date) and no
action has been taken whereby the continuance of any of those facilities might be affected or
prejudiced.

11.2 The total amount borrowed by the Company does not exceed any limitation under its Charter
Documents or any Material Contract entered into by the Company, or in any resolution/
authorisation of its Board or shareholders.

11.3 All repayments required to be made by the Company, as and when they fall due under the
Financing Documents, have been made and the payment of any interest levied in respect of any
Indebtedness under the Financing Documents has been made in accordance with the terms of
such Financing Documents.

11.4 All securities required to be created in favour of the Existing Lender under the Financing
Documents have been duly created in accordance with the terms of such Financing Documents,
and all such securities are valid and subsisting.

11.5 No event or circumstance has occurred or any notice of default received by the Company, which
is an event of default under any Financing Documents or that entitles any person: (i) to require
the payment or repayment of any borrowing thereunder before it's normal or originally stated
maturity; (ii) to terminate, cancel or render incapable of exercise any entitlement to draw money
or other rights of the Company thereunder; or (iii) to enforce any of the securities created
thereunder.

11.6 No Person (other than the Company, a Target SPV or the Seller) has provided any collateral or
support undertakings in respect of the facilities availed by the Company and there are no
subsisting (i) arrangements pursuant to which the Company has guaranteed the Indebtedness of
any Person other than the Company; or (ii) Encumbrances on the Company’s Assets to secure
the Indebtedness of a Person other than the Company.

11.7 Other than as agreed between the Purchaser and the Seller in writing, the Related Parties have
not given or agreed to give any Guarantee in respect of any financial obligation of the
Company, performance or other obligations of any third party or any other commitment, by
or for which the any of the Company is or is contingently responsible.

11.8 The Company has not given or agreed to give any Guarantee in respect of performance or
other obligations of any third party other than Target SPVs.

12. Taxes / Tax Warranties

12.1 As on the Closing Date, the amount of accumulated unabsorbed depreciation for the Financial
Year ending 31 March 2021 as per the IT Return is INR 81.18 Crores and, the estimated
amount of accumulated unabsorbed depreciation for the Financial Year ending 31 March 2022
shall be INR 78.14 Crores.

12.2 As on the Closing Date, the amount of brought forward tax losses for the Financial Year
ending 31 March 2021 as per the filed IT Return is INR 10.98 Crores.

12.3 The Company is not liable, directly or indirectly for the Taxes of any other Person either under
operation of any Applicable Law or by being a party to any Tax sharing agreement or Tax
indemnity agreement. The Company is not liable for any Tax as the agent of any other Person
or business and does not constitute a permanent establishment of any other Person, business
or enterprise for any Tax purpose.

12.4 The Company has not paid or, received a notice to pay wherein it may become liable to pay
71
 any interest, penalty or fine relating to Tax. The Company has not been subject to or is not
currently subject to any investigation, audit or search and/or, seizure by any Tax Authorities.

12.5 All Taxes that are or may become payable by the Company including for the period prior to
the Closing Date or are chargeable as an Encumbrance upon the Assets as of the Execution
Date and the Closing Date, have been duly and timely paid. There are no Encumbrances on
any of the Assets of the Company that arose in connection with any failure (or alleged failure)
to pay any Taxes.

12.6 All Tax Returns relating to the Company and the Business have been duly and timely filed in
accordance with Applicable Law, and the Company has given or delivered or filed or
responded to all notices, accounts and information and all such Tax Returns, notices, accounts
and information are, complete and correct and made on a proper basis and none of such
returns, notices, accounts or information is disputed in any respect by the Governmental
Authorities concerned. The Company has maintained adequate books, records and documents
to support the contents of all Tax Returns filed by it, including with respect to any relief,
benefit or exemption claimed by the Company. All Taxes payable/owed by the Company
(whether or not shown on any Tax Return) have been paid or, if not paid, an adequate reserve
for any such unpaid Tax has been provided for in the Accounts in accordance with applicable
Accounting Standards.

12.7 The Company has duly paid all applicable Taxes and is not currently the beneficiary of any
extension of time within which it is required to file any Tax Return. The completion or the
exercise of the rights under this Agreement or the other Transaction Documents will not result
in the Company not being entitled to any relief from Tax which the Company would otherwise
have been entitled to.

12.8 No relief or refund or rebate (whether by way of deduction, reduction, set-off, exemption,
postponement, roll-over, hold-over, repayment or allowance or otherwise) from, against or in
respect of any Tax has been claimed and/or given to the Company which will be withdrawn,
postponed, restricted, clawed back or otherwise lost as a result of completion or the exercise
of the rights under this Agreement or the other Transaction Documents.

12.9 The Company has made all deductions and withholdings in respect, or on account, of any Tax
from any payments made by it which it is obliged or entitled to make and has accounted in
full to the appropriate Tax Authorities for all amounts so deducted.

12.10 The Company has complied with all provisions of Applicable Laws pertaining to current and
erstwhile Tax law including but not limited to determination of value, place of supply, time
of supply, classification of goods or services, exemption, refunds, availment and utilization of
input tax credit.

12.11 The Company has, duly collected, deducted, withheld, deposited and paid all Taxes that are
due, or claimed or assessed by any Governmental Authority to be due, from or with respect to
it, in accordance with Applicable Law.

12.12 The Company has availed / utilized CENVAT / GST credit in compliance with Applicable
Laws.

12.13 The Company has sufficient records to determine the Tax consequences which would arise on
a disposal or on the realization of each material Asset owned by it at the Accounts Date, or
acquired since the Accounts Date but before the Closing Date.

12.14 The Seller Group and/or the Company has undertaken all the transactions required to hold true
the paragraph 7.3 Part B of Schedule 9 of this Agreement before the Closing Date. Any Tax
72
 arising on account of undertaking aforementioned transactions has been paid by the Seller
Group. In doing so, the Company has obtained a written approval from the Existing Lender
for undertaking the aforementioned transactions without any impediment or encumbrance.

12.15 Any action required to be done by Seller Group with relation to the securities proposed to be
settled as per Schedule 15 of this Agreement has been undertaken so as to execute the
transaction as contemplated therein.

12.16 Any tax, interest and penalty arising on account of non-payment of GST on advance lease
rentals towards land and plant & machinery have been paid.

12.17 Any tax, interest and penalty arising on account of non-payment of GST on capital advance
paid towards construction of plant & machinery have been paid, where such GST payment
was applicable.

12.18 Depreciation and Tax Bases

The cost of assets as recorded in the Accounts as well as considered for Tax purposes are true
and correct as per the provisions of the Income Tax Act, 1961.

12.19 Capital Gains

Except as otherwise contemplated under the Transaction Documents or agreed to by the

Purchaser and Seller in writing, the Company has not disposed of or acquired any Assets since
the Accounts Date in circumstances such that the disposal price or acquisition cost of the Asset
would be treated for Tax purposes as being different from the consideration given or received.

12.20 Disposal of Debts

Except as otherwise contemplated under the Transaction Documents or agreed to by the

Purchaser and Seller in writing, no taxable profit or gain would accrue on the disposal or
settlement of any debt owed to the Company at the value of that debt adopted for the purposes
of the Accounts.

12.21 Employees - Compensation for Loss of Office

The Company is not under any obligation to pay, nor have they since the Accounts Date paid
or agreed to pay, any compensation for loss of office or any gratuitous payment not deductible
in computing their income for the purposes of Taxes payable.

12.22 The Company has not, at any time, entered into or been party to any transactions, schemes or
arrangements, which either were entered into with a view to evade any actual or potential
liability to Tax by the Company, which could result in a Tax liability.

12.23 As of the Execution Date and the Closing Date, there are no Litigations or Actions or disputed
claims of Tax under the IT Act pending or threatened (in writing) against the Seller as
contemplated under Section 281 of the IT Act which can adversely affect, in any manner, the
transfer of the Sale Shares, and/or renders the transactions contemplated under the Transaction
Documents, and/or the title of the Purchaser to the Sale Shares upon the occurrence of Closing
as void under Section 281 of the IT Act.

13. Information

13.1 The information provided by the Seller and/or the Company, and/or their respective officers,
employees and advisors, to the Purchaser and its representatives or professional advisors during
73
 the preparation and negotiation of the Transaction Documents and/or otherwise (including at
any prior stage) has been provided in good faith and is materially complete (accompanied by
relevant amendments, etc.) and are true, correct and fair.

13.2 There is no information that is material to the business of the Company and/or Project that has
been withheld or not provided to the Purchaser.

14. Litigation

14.1 Except as disclosed in the Execution Disclosure Letter or the Closing Disclosure Letter, the
Company has not received any written notice of any Proceedings, Litigations, or arbitration
concerning the Company, the Business and/or Assets or received any written notice which
would give rise to any Proceedings concerning the Company, the Business and/or Assets.

14.2 The Company is in compliance with respect to any judgment, ruling, order, writ, decree,
settlement or injunction or any other legal order by any Governmental Authority or any arbitral
tribunal, other than those which are pending/awaiting appeal within the statutory period
prescribed for such appeal under Applicable Law (unless such order/judgement/injunction,
settlement or ruling expressly directs otherwise or prohibits appeal by the Company); or which
have a ‘stay’ from the same or appellate forum.

14.3 In relation to each of the Assets of the Company, no notices, demands, orders adversely
affecting any such Assets have been served or made by any Governmental Authority on the
Company.

15. ROW LAND

15.1 Serial no. 8(a) of the Disclosure Letter contains details of the Tower Lands.

15.2 All amounts payable by or on behalf of the Company in respect of the Project Lands and
Tower Lands, have been duly paid. Other than the aforesaid monetary obligations, the
Company has not made any written commitments in connection with securing the ownership
of, right of way for, right to use, and/or right to access to any Tower Land or Project Land.

15.3 To the knowledge of the Seller, there are no restrictions on the use by the Company of any
Tower Land or Project Land for the purposes for which they are currently being used.

15.4 There is no default by the Company in any respect under any documents in respect of rights
of way, right of access or right to use in respect of any of the Project Lands and Tower Land.

For the purposes of the foregoing,

“Project Lands” mean the lands on which the solar modules, DP yards, inverters,
transformers and pooling substations have been erected or installed; and

“Tower Lands” mean the lands on which the transmission towers of capacity 110 KV or
above, for evacuation of power from the of Project has been erected or installed.

16. Intellectual Property

16.1 The Execution Disclosure Letter sets forth a true and complete list of all Intellectual Property
used by the Company for the conduct of its Business and operations (“Company IP”),
identifies which of such Intellectual Property is owned or licensed by the Company and sets
forth the registration information with respect thereto (to the extent applicable).

74
16.2 The Company IP is in full force, effect and valid, and is either owned by the Company or the
Company has a valid and sufficient right to use such Intellectual Property.

16.3 To the knowledge of the Seller, the Company is not in conflict with or in violation or
infringement of and has not received any notice of any conflict or violation or infringement
of or any claimed conflict with any asserted rights of any other Person in India or anywhere
in the world, with respect to any Intellectual Property.

17. Insurance

17.1 The Company has obtained adequate insurance policies (“Insurance Policies”), details of
which are provided under Schedule 25, that it is obligated to procure under Applicable Law
and/or any Material Contract to which it is a party. Such Insurance Policies are valid and
subsisting and there are no material claims thereunder that are outstanding in relation to the
Insurance Policies.

17.2 The Company has complied with the terms of the Insurance Policies.

17.3 In respect of the Insurance Policies:

(a) all the policies are in the name of the Company;

(b) all the policies are in full force and effect;

(c) no claim is outstanding and no circumstances exist which would reasonably be

expected to give rise to any claim.

17.4 In each of the Insurance Policies, the Company, as the case may be, is named as the insured/
sole beneficiary/ sole loss payee, and no Person has any interest in or right to, the benefit of
any of such policies. There has been no assignment of any of such policies.

18. Labour, Employees

18.1 A list of employees on the rolls of the Company has been set out in the Execution Disclosure
Letter (as of the date mentioned therein) and the Closing Disclosure Letter (as of the date
mentioned therein).

18.2 There are no collective bargaining agreements, arrangements and other similar understanding
with any trade union, staff association or other body representing any contractors engaged by
the Company, and no labour union has requested or sought to represent any workmen,
representatives or agents of the Company. There have not been and are no strikes or other
labour disputes involving the Company or the Power Plants, nor are such strikes or similar
actions pending or threatened by or against the Company or the Power Plants.

18.3 The Company has, in relation to each of its workmen/ contractors and (so far as relevant) to
each of its former workmen/ contractors complied in all material respects with Applicable
Laws and all other statutes and regulations relevant to its relations with each workmen/
contractors or the conditions of service of the workmen/ contractors and has maintained
adequate records regarding the service of the worker.

(remainder of the page intentionally left blank)

75
 SCHEDULE 10
SPECIFIC INDEMNITY ITEMS

NOT USED AND INTENTIONALLY LEFT BLANK

76
 SCHEDULE 11

EPC CONTRACT

Sr. Vendor Type of Agreement Name Agreement no Agre Ame Secon

No. of the eme ndme d
Projec nt nt Amen
t date Date dmen
t Date

1. Mytrah Energy Offshore Agreement Kamar MAG/Kamared 06- 28- 24-

(India) Pvt Ltd eddy dy/2016/1 04- Jun- Nov-
16 17 17

2. Mytrah Energy Onshore Agreement Kamar MAG/Kamared 06-

(India) Pvt Ltd eddy dy/2016/2 04-
16

3. Mytrah Energy Engineering & Kamar MAG/Kamared 06-

(India) Pvt Ltd Services Agreement eddy dy/2016/3 04-
16

4. Mytrah Energy Construction Kamar MAG/Kamared 06-

(India) Pvt Ltd Agreement eddy dy/2016/4 04-
16

5. Mytrah Energy Offshore Agreement Wanap MAG/Wanapart 20- 28- 24-

(India) Pvt Ltd arthy hy/2016/9 06- Jun- Nov-
16 17 17

6. Mytrah Energy Onshore Agreement Wanap MAG/Wanapart 20-

(India) Pvt Ltd arthy hy/2016/10 06-
16

7. Mytrah Energy Engineering & Wanap MAG/Wanapart 20-

(India) Pvt Ltd Services Agreement arthy hy/2016/11 06-
16

8. Mytrah Energy Construction Wanap MAG/Wanapart 20-

(India) Pvt Ltd Agreement arthy hy/2016/12 06-
16

77
 SCHEDULE 12

FINANCING DOCUMENTS

WANAPARTHY PROJECT

Sr. Documents Parties Date

No.
1 Facility Agreement Mytrah Agriya Power Private Limited 23 January 2017
2 Deed of Borrower Mytrah Agriya Power Private Limited 23 January 2017
Undertaking
3 Deed of Promoter Mytrah Energy (India) Private Limited 23 January 2017
Undertaking
4 Deed of Pledge of Shares Mytrah Agriya Power Private Limited L, 06 April 2017
Mytrah Energy (India) Private Limited and
PFC
5 Non-Disposal Mytrah Agriya Power Private Limited, 06 April 2017
Undertaking Mytrah Energy (India) Private Limited and
PFC
6 Power of Attorney Mytrah Energy (India) Private Limited 06 April 2017
7 Promoter Support and Mytrah Agriya Power Private Limited, 06 April 2017
Cost Overrun Mytrah Energy (India) Private Limited and
Agreement PFC
8 TRA Agreement Mytrah Agriya Power Private Limited, PFC 06 April 2017
and CBI
9 Unattested Deed of Mytrah Agriya Power Private Limited 06 April 2017
Hypothecation
10 First Amendment to Mytrah Agriya Power Private Limited and 06 April 2017
Facility Agreement PFC
11 Second Amendment to Mytrah Agriya Power Private Limited and 23 May 2017
Facility Agreement PFC
12 Third Amendment to Mytrah Agriya Power Private Limited and 18 July 2017
Facility Agreement PFC
13 Fourth Amendment to Mytrah Agriya Power Private Limited and 03 January 2018
Facility Agreement PFC
14 Deed of Guarantee Mytrah Energy (India) Private Limited 03 January 2018
15 Declaration in relation to Mytrah Agriya Power Private Limited 13 February 2018
Mortgage by Deposit of
Title Deeds
16 Memorandum of Entry PFC 13 February 2018
17. Indenture of Mortgage Mytrah Agriya Power Private Limited and 20 April 2017
PFC
KAMAREDDY PROJECT
Sr. Documents Parties Date
No.
1 Rupee Term Loan Mytrah Agriya Power Private Limited & 13 June 2017
Agreement PFC

78
2 Deed of Borrower Mytrah Agriya Power Private Limited & 13 June 2017
Undertaking PFC
3 Deed of Promoter Mytrah Agriya Power Private Limited, 13 June 2017
Undertaking Mytrah Energy (India) Private Limited &
PFC
4 Promoter Support and Mytrah Agriya Power Private Limited, 13 June 2017
Cost Overrun Mytrah Energy (India) Private Limited &
Agreement PFC
5 Deed Of Pledge Of Mytrah Agriya Power Private Limited, 18 July 2017
Securities Mytrah Energy (India) Private Limited &
PFC
6 First Amendment To Mytrah Agriya Power Private Limited & 18 July 2017
Rupee Term Loan PFC
Agreement
7 Amendment To Deed Of Mytrah Agriya Power Private Limited & 18 July 2017
Promoter Undertaking PFC
8 Second Amendment To Mytrah Agriya Power Private Limited & 03 January 2018
Rupee Term Loan PFC
Agreement
9 Deed Of Guarantee Mytrah Energy (India) Private Limited & 03 January 2018
PFC
10 Declaration in relation to Mytrah Agriya Power Private Limited 27 April 2018
Mortgage by Deposit of
Title Deeds
11 Memorandum of Entry PFC 27 April 2018
12 Indenture of Mortgage
Mytrah Agriya Power Private Limited and 5 July 2017
PFC
13 Trust and Retention Mytrah Agriya Power Private Limited and 27 June 2017
Account Agreement PFC and Central Bank of India
14 Unattested Deed of Mytrah Agriya Power Private Limited and 13 June 2017
Hypothecation PFC

(remainder of the page intentionally left blank)

79
 SCHEDULE 13
JOINT CONDITIONS PRECEDENT SATISFACTION LETTER

To,

[•]

Subject: Joint Conditions Precedent Satisfaction Letter in relation to [•] issued pursuant to the
Agreement

This certificate is being issued pursuant to Clause [•] of the Agreement. Capitalized terms and
expressions used in this certificate but not defined herein shall have the meaning as ascribed to such
term in the Agreement.

Based on the documents provided to us, we hereby confirm that the Joint Conditions Precedent have
satisfactorily completed as set out in Schedule [•] of the Agreement and we are issuing this notice in
accordance with Clause [•] of the Agreement and confirm that the Parties may proceed with the Closing
in accordance with Clause [•] of the Agreement.

Yours faithfully,
Signed for and on behalf of:

For [•]

[Name]
[Designation]

(remainder of the page intentionally left blank)

80
 SCHEDULE 14
OPERATIONS BUDGET

Particulars (all amounts in INR Crore) Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Total
R&M 0.38 0.38 0.38 0.38 0.38 0.38 0.38 0.38 0.38 3.46
Add: Professional & Consultancy Charges 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
Add: Vehicle & Transportation Charges 0.0002 0.0002 0.0002 0.0002 0.0002 0.0002 0.0002 0.0002 0.0002
Add: Statutory Expenses 0.0045 0.0045 0.0045 0.0045 0.0045 0.0045 0.0045 0.0045 0.0045
Add: Security Charges 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
Add: Others Site Expenses 0.0089 0.0089 0.0089 0.0089 0.0089 0.0089 0.0089 0.0089 0.0089
Site expenses 0.0137 0.0137 0.0137 0.0137 0.0137 0.0137 0.0137 0.0137 0.0137 0.12
PE Expense 0 0 0 0 0 0 0 0 0 0.00
Lease Cost 0 0 0 0.7104389 0 0 0 0 0 0.71
Finance Charges 0.00 0.00 0.00 0.03 0.18 0.05 0.05 0.01 0.01 0.33
Insurance Cost 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.97 0.97
Total 0.38 0.38 0.38 1.12 0.56 0.43 0.43 0.39 1.36 5.59

Admin, Salaries and Other Expenses*

Particulars (all amounts in INR Crore) Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Total
Basic Salary 2.25 2.25 2.25 2.25 2.25 2.25 2.25 2.25 2.25 20.28
Consultancy charges 0.12 0.12 0.12 0.12 0.12 0.12 0.12 0.12 0.12 1.06
Audit fee 0.12 0.12 0.12 0.12 0.12 0.12 0.12 0.12 0.12 1.06
Rent- Office 0.09 0.09 0.09 0.09 0.09 0.09 0.09 0.09 0.09 0.79
Professional fee 0.08 0.08 0.08 0.08 0.08 0.08 0.08 0.08 0.08 0.71
Office Maintenance 0.08 0.08 0.08 0.08 0.08 0.08 0.08 0.08 0.08 0.68
Computer Expenses 0.05 0.05 0.05 0.05 0.05 0.05 0.05 0.05 0.05 0.44
Internet Charges 0.05 0.05 0.05 0.05 0.05 0.05 0.05 0.05 0.05 0.43
Subscription 0.04 0.04 0.04 0.04 0.04 0.04 0.04 0.04 0.04 0.40

81
 Particulars (all amounts in INR Crore) Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Total
Other Office Expenses 0.37 0.37 0.37 0.37 0.37 0.37 0.37 0.37 0.37 3.35
Total Admin, Salaries and Other expense 3.24 3.24 3.24 3.24 3.24 3.24 3.24 3.24 3.24 29.20
*Admin, Salaries and Other Expenses are considered at consolidated level for all Target SPVs

#Note: Payments on account of all opening payables as per the Audited Accounts are not included in above budgets and are over and above the operations
budget.

(remainder of the page intentionally left blank)

82
 SCHEDULE 15
TRANSACTIONS

All applicable steps as per Part B of Schedule 10 of the Umbrella Agreement

(remainder of the page intentionally left blank)

83
 SCHEDULE 16
POWER PLANT

State Name of Plant Location PPA COD Comm. DC Configuration

(District) Date Cap.
(MW)
AC
Telangana Wanaparthy Wanaparthy 23- 28- 50 70.009 Fixed
02- 11-
2016 2018

Telangana Kamareddy Kamareddy 08- 26- 50 70.001 Fixed

03- 11-
2016 2018

(remainder of the page intentionally left blank)

84
 SCHEDULE 17
LIST OF OTHER AGREEMENTS

NOT USED AND INTENTIONALLY LEFT BLANK

85
 SCHEDULE 18
TARGET SPVs

Sr No. TARGET SPVs

1. Mytrah Vayu (Pennar) Private Limited (“MVPPL”)

2. Bindu Vayu Urja Private Limited (“BVUPL”)
3. Mytrah Vayu (Krishna) Private Limited (“MVKPL”)
4. Mytrah Vayu (Manjira) Private Limited (“MVMPL”)
5. Mytrah Vayu Urja Private Limited (“MVUPL”)
6. Mytrah Vayu Indravati Private Limited (“MVIPL”)
7. Mytrah Vayu (Godavari) Private Limited (“MVGPL”)
8. Mytrah Vayu (Som) Private Limited (“MVSPL”)
9. Mytrah Vayu (Tungabhadra) Private Limited (“MVTPL”)
10. Mytrah Vayu (Sabarmati) Private Limited (“MVSbPL”)
11. Mytrah Aadhya Power Private Limited (“Aadhya”)
12. Mytrah Aakash Power Private Limited (“Aakash”)
13. Mytrah Abhinav Power Private Limited (“Abhinav”)
14. Mytrah Adarsh Power Private Limited (“Adarsh”)
15. Mytrah Agriya Power Private Limited (“Agriya”)
16. Mytrah Advaith Power Private Limited (“Advaith”)
17. Mytrah Akshaya Energy Private Limited (“Akshaya”)

(remainder of the page intentionally left blank)

86
 SCHEDULE 19
TARGETED FINANCIAL STATEMENTS

Amount
Net Working Capital
INR crs
Trade receivables 89.4
Unbilled revenue 10.2
Inventories -
Cash and bank balances 0.2
Loans and advances 3.2
Current Assets (A) 102.9
Trade payables 0.9
Other current liabilities 0.0
Provisions 0.0
Current Liabilities (B) 1.0

Net Working capital (A-B) 102.0

Debt INR crs

Term Debt Principal outstanding 484.0
Principal Overdues 17.3
Interest overdue 51.6
Total Term Loan Debt (A) 552.9
Working Capital Loan (B) -

Total Debt (A+B) 552.9

[NOT USED AND INTENTIONALLY LEFT BLANK]

(remainder of the page intentionally left blank)

87
 SCHEDULE 20

TRUST AND RETENTION ACCOUNTS

Bank Name Account No. IFSC Code Branch Name Project Name

Central Bank 3604018659 CBIN0280810 Khairatabad, Wanaparthy

of India Hyderabad

Central Bank 3615158436 CBIN0280810 Khairatabad, Kamareddy

of India Hyderabad

(remainder of the page intentionally left blank)

88
 SCHEDULE 21

PRE-CLOSING ACTIONS

1. The Seller shall have executed a right to use agreement (in an agreed form and effective from
Closing) for Mytrah (i.e. Seller) trackers being utilised for the projects.

2. An accession agreement shall have been executed by the Seller/Company in agreed form
(effective the Closing Date) in relation to the registration with VERRA and change in name
of the entity holding carbon credits in the registry system of VERRA to that of the Purchaser.

3. The list of employees shall be in an agreed form between the Seller and the Purchaser and
such employees shall be transferred to the Target SPVs, effective on the Closing Date.

4. The Purchaser and the Seller shall have appointed a Big Accounting Firm to conduct a review
of the Adjustment Notice, Pending Dispute Leakages and the Management Accounts.

5. The Seller shall cause the Company to obtain vendor balance confirmation of the vendors of
the Company on an individual basis, who are providing supply and/or services to the
Company of a value (singly or in the aggregate) of more than INR 50,00,000 (Indian Rupees
Fifty Lakhs) lakhs for the month ending on September 30, 2022. In the event Closing is
extended by more than 2 months from September 30, 2022, then such vendor balance
confirmation will be provided as on November 30, 2022.

6. The Seller and/or Company shall have provided payment statement of paid and unpaid status
of full lease rentals to the counterparties under the lease deeds for the lease land of the
Company, in each case as on 31 March 2022 and 15 (fifteen) days prior to the Closing Date,
along with supporting documents evidencing last payment made to each counterparty.

7. Upon release of the Existing Share Pledges prior to Closing Date, the Seller shall deliver to
the Purchaser a statement of the demat accounts of the Seller and the respective Nominee
Shareholder, evidencing the release of the Existing Share Pledges (“Demat Receipts”). The
Parties shall not be required to proceed to Closing in the event the Demat Receipts are not
provided by the Seller to the Purchaser.

8. The Seller and/or Company shall deliver to the Purchaser, certificates from (a) the Defaulting
Target SPV Lenders, confirming all the amounts payable by the relevant Defaulting Target
SPV (“Overdues Amount”) as full and final settlement of all prior principle overdue and
interest overdue payable under the Defaulting SPV Financing Documents as on Closing Date
and the status of the account, including if it is classified as an non-performing asset under the
RBI Master Circular on Prudential norms on Income Recognition, Asset Classification and
Provisioning pertaining to Advances, 1 April 2022.

9. The Seller shall have obtained and furnished a valuation report for the Sale Securities of the
Company as per the methodology prescribed under the IT Act read with Rule 11UA of the
Income Tax Rules, 1962 from a qualified chartered accountant basis Management Accounts
as on the Closing Date.

89
10. The Seller and/or Company shall have obtained a valuation certificate in respect of the Sale
Securities prepared by a chartered accountant or a SEBI registered Category I merchant
banker, certifying the price of the Sale Securities prepared in accordance with the Foreign
Exchange Management Act, 1999.

11. Prior to issuance of the Section 281 Certificate the concerned Governmental Authority issues
a letter stating the total outstanding amounts which the Seller must pay to obtain the Section
281 Certificate.

12. Subject to Clause 6.4.4 being fulfilled, the Seller shall:

(i) obtain from the relevant Tax Authorities an unconditional certificate under Section
281 of the IT Act, approving the Transfer of Sale Securities by the Seller (“Section
281 Certificate”).

(ii) have handed over to the Purchaser the stamped and registered original sale deeds for
the land equivalent to 146 (one hundred and forty-six) acres (in agreed form) free and
clear of all Encumbrances (“Solar Project Land”) along with a certificate issued by
the Seller confirming that all relevant payments (including taxes and costs as relevant)
have been duly paid in relation to details of which have been set out in Schedule 32.

(remainder of the page intentionally left blank)

90
 SCHEDULE 22

LIST OF BIG ACCOUNTING FIRMS

1. PricewaterhouseCoopers LLP

2. Alvarez and Marsal

3. Ernst & Young LLP

4. Grant Thornton

5. Lodha & Co

6. RSM International

(remainder of the page intentionally left blank)

91
 SCHEDULE 23

FORMAT OF MONTHLY INFORMATION STATEMENT

(a) A statement on a monthly basis on financial issues including fortnightly bank statement,
debt drawn, debt paid, revenue payment received, position of long term debt and working
capital loan, creditors/debtors etc;

(b) A statement on a fortnightly basis with respect to generation and other critical parameters
of the Project, in line with the format as mutually agreed between the Seller and the
Purchaser;

(c) A statement on a monthly basis on technical matters including generation, availability of

inverters, grid availability, equipment availability issues in each solar farms, details of
maintenance for solar projects; and

(d) A statement of monthly invoices made to the counterparties under the PPA and the
payments realised.

Solar Projects

State Name of Plant Location PPA COD Comm. DC Configuration

(District) Date Cap.
(MW)
AC
Telangana Wanaparthy Wanaparthy 23- 28- 50 70.009 Fixed
02- 11-
2016 2018

Telangana Kamareddy Kamareddy 08- 26- 50 70.001 Fixed

03- 11-
2016 2018

(remainder of the page intentionally left blank)

92
 SCHEDULE 24
PRIOR INTIMATION REQUIREMENTS UNDER PPAs

1. The Company to intimate:

(a) Southern Power Distribution Company of Telangana Limited (“SPDCL”) in relation to

the change in controlling shareholding under PPA dated 23 February 2016 (read with
amendment dated 6 March 2020 and RfS for the project) executed between Mytrah
Agriya and SPDCL for Wanaparthy Project (50 MW) in Mahaboobnagar, Telangana;
and

(b) Northern Power Distribution Company of Telangana Limited in relation to the change in
controlling shareholding under PPA dated 8 March 2016 (read with amendment dated 24
January 2020 and RfS for the project) executed between Mytrah Agriya and Northern
Power Distribution Company of Telangana Limited for Kamareddy Project (50 MW) in
Kamareddy, Telangana.

(remainder of the page intentionally left blank)

93
 SCHEDULE 25
INSURANCE POLICIES

Sr. Location Capacity Policy Type Policy Due Insurance Company

No. Date

1. Industrial All Risk 12 December HDFC ERGO General

Wanaparthy 50
Policy 2022 Insurance Company

2. Industrial All Risk 12 December HDFC ERGO General

Kamareddy 50
Policy 2022 Insurance Company

(remainder of the page intentionally left blank)

94
 SCHEDULE 26
AUTHORIZATIONS/ POWER OF ATTORNEY

Sr. Purpose Authorized Validity Mode of Issue

No Persons

1. Authorisation to represent Mr. Ramdev 31-03-2023 Board Resolution

before High Court, other Bang, Mr. S.
disctrict courts and sub- Nagarjuna Reddy,
ordinate courts in Telangana

2. Authorisation to represent Mr. K. Mahesh 31-03-2023 Board Resolution

before TSNPDCL for 50 MW Kumar, Mr. S. & Authority
at Kamareddy Nagarjuna Reddy, Letter
Mr. G. Sai
Swaroop, Mr.
Prabhakar KSN,
Mr. Bheemeshwar
Reddy

3. Authorisation to represent Mr. K. Mahesh 31-03-2023 Board Resolution

before TSNPDCL for 50 MW Kumar, Mr. S. & Authority
at Wanaparthy Nagarjuna Reddy, Letter
Mr. G. Sai
Swaroop, Mr.
Chandra Sekhar
Kadali, Mr. Kosigi
Chandra

4. Authorization to sign the Share Mr. Nikhil - Board resolution

Purchase Agreement and other Kalantri dated 3 August
Transaction Documents on 2022
behalf of the Company.

(remainder of the page intentionally left blank)

95
 SCHEDULE 27
RELATED PARTY TRANSACTIONS

Nature of Transaction Target SPV Vendor / Customer

Capital advance Company MEIPL
Inter-corporate deposit Company MEIPL
Payable to related parties Company MEIPL
Mytrah Vayu Bhaanuj Private
Payable to related parties Company Limited

(remainder of the page intentionally left blank)

96
 SCHEDULE 28

MEIPL ACCOUNT

Name of Account Holder: Mytrah Energy (India) Private Limited

Name and Address of Bank: Bank of India, Large Corporate Branch, Hyderabad

Current Account Number: 562520910000001

IFSC Code: BKID0005625

(remainder of the page intentionally left blank)

97
 SCHEDULE 29

REAL PROPERTIES/
IMMOVABLE PROPERTIES

Wanaparthy Project

S. SY EXTENT EXTENT IN TOTAL VILLAGE MANDA DIST

N NO'S IN ACRE GUNTAS EXTENT L RICT
O (ACRES.G
UNTAS)
302/E 1.21 47.37 MADIGAT PEDDAMA WANAPA 4918/2
E/6 LA NDADI RTHY 016
302/E 0.30 MADIGAT PEDDAMA WANAPA
LA NDADI RTHY
131/R 1.17 ALWAL PEDDAMA WANAPA
U NDADI RTHY
131/U 1.17 ALWAL PEDDAMA WANAPA
U NDADI RTHY
131/L 1.12 ALWAL PEDDAMA WANAPA
U NDADI RTHY
132/E 1.17 ALWAL PEDDAMA WANAPA
E NDADI RTHY
132/E 3.00 ALWAL PEDDAMA WANAPA
E NDADI RTHY
132/U 1.17 ALWAL PEDDAMA WANAPA
NDADI RTHY
133/A 4.00 ALWAL PEDDAMA WANAPA
A NDADI RTHY
133/A 4.00 ALWAL PEDDAMA WANAPA
1
A NDADI RTHY
133/A 4.00 ALWAL PEDDAMA WANAPA
A NDADI RTHY
133/A 0.20 ALWAL PEDDAMA WANAPA
A NDADI RTHY
135 3.31 ALWAL PEDDAMA WANAPA
NDADI RTHY
135 3.32 ALWAL PEDDAMA WANAPA
NDADI RTHY
135 3.32 ALWAL PEDDAMA WANAPA
NDADI RTHY
135/A 1.35 1/2 ALWAL PEDDAMA WANAPA
A NDADI RTHY
135/A 1.35 1/2 ALWAL PEDDAMA WANAPA
A NDADI RTHY
136/E 4.00 ALWAL PEDDAMA WANAPA
NDADI RTHY
136/E 4.00 ALWAL PEDDAMA WANAPA
NDADI RTHY
135/A 0.38 47.28 ALWAL PEDDAMA WANAPA 4919/2
NDADI RTHY 016
2
131/A 2.00 ALWAL PEDDAMA WANAPA
A NDADI RTHY

98
 131/E 1.13 ALWAL PEDDAMA WANAPA
NDADI RTHY
132/A 3.27 ALWAL PEDDAMA WANAPA
NDADI RTHY
132/A 1.00 PEDDAMA PEDDAMA WANAPA
A NDADI NDADI RTHY
133/A 5.00 PEDDAMA PEDDAMA WANAPA
A NDADI NDADI RTHY
134 4.36 PEDDAMA PEDDAMA WANAPA
NDADI NDADI RTHY
136/A 11.22 PEDDAMA PEDDAMA WANAPA
NDADI NDADI RTHY
947/A 5.31 PEDDAMA PEDDAMA WANAPA
NDADI NDADI RTHY
947/A 5.31 PEDDAMA PEDDAMA WANAPA
A NDADI NDADI RTHY
947/E 5.30 PEDDAMA PEDDAMA WANAPA
NDADI NDADI RTHY
131/A 1.06 1.06 ALWAL PEDDAMA WANAPA 4920/2
3
A NDADI RTHY 016
101/A 4.30 29.25 ALWAL PEDDAMA WANAPA 4947/2
1 NDADI RTHY 016
101/A 4.30 ALWAL PEDDAMA WANAPA
2 NDADI RTHY
104 17.31 ALWAL PEDDAMA WANAPA
NDADI RTHY
936 0.30 PEDDAMA PEDDAMA WANAPA
NDADI NDADI RTHY
4
937/E 0.08 PEDDAMA PEDDAMA WANAPA
NDADI NDADI RTHY
937/E 0.08 PEDDAMA PEDDAMA WANAPA
E NDADI NDADI RTHY
937/U 0.08 PEDDAMA PEDDAMA WANAPA
NDADI NDADI RTHY
946/E 1.00 PEDDAMA PEDDAMA WANAPA
NDADI NDADI RTHY
147/A 4.10 17.00 ALWAL PEDDAMA WANAPA 13023/
1 NDADI RTHY 2016
147/A 3.24 ALWAL PEDDAMA WANAPA
1/1 NDADI RTHY
153/A 0.26 ALWAL PEDDAMA WANAPA
1/1 NDADI RTHY
147/A 3.21 ALWAL PEDDAMA WANAPA
5
2/1 NDADI RTHY
153/A 0.29 ALWAL PEDDAMA WANAPA
1/1 NDADI RTHY
147/A 2.35 ALWAL PEDDAMA WANAPA
2/2 NDADI RTHY
153/A 1.15 ALWAL PEDDAMA WANAPA
2 NDADI RTHY
231/A 7.02 1/2 12.08 1/2 MADIGAT PEDDAMA WANAPA 303/20
LA NDADI RTHY 17
6
233/1 5.06 MADIGAT PEDDAMA WANAPA
LA NDADI RTHY
99
 103/A 1.23 2.03 ALWAL PEDDAMA WANAPA 301/20
4 NDADI RTHY 17
7
103/A 0.20 ALWAL PEDDAMA WANAPA
A7 NDADI RTHY
103/A 0.15 2.03 ALWAL PEDDAMA WANAPA 302/20
NDADI RTHY 17
103/A 1.10 ALWAL PEDDAMA WANAPA
A4 NDADI RTHY
8
103/A 0.11 ALWAL PEDDAMA WANAPA
A7 NDADI RTHY
103/A 0.07 ALWAL PEDDAMA WANAPA
3 NDADI RTHY
232/A 3.05 6.09 MADIGAT PEDDAMA WANAPA 304/20
LA NDADI RTHY 17
9
232 3.04 MADIGAT PEDDAMA WANAPA
LA NDADI RTHY
103/A 0.07 2.04 ALWAL PEDDAMA WANAPA 305/20
3 NDADI RTHY 17
103/A 0.32 ALWAL PEDDAMA WANAPA
1 A5 NDADI RTHY
0 103/A 0.14 ALWAL PEDDAMA WANAPA
NDADI RTHY
103/A 0.31 ALWAL PEDDAMA WANAPA
A5 NDADI RTHY
944/A 0.31 3.37 PEDDAMA PEDDAMA WANAPA 449/20
A NDADI NDADI RTHY 17
944/E 0.30 PEDDAMA PEDDAMA WANAPA
NDADI NDADI RTHY
944/E 0.05 PEDDAMA PEDDAMA WANAPA
E NDADI NDADI RTHY
1 951/A 0.34 PEDDAMA PEDDAMA WANAPA
1 A NDADI NDADI RTHY
951/E 0.34 PEDDAMA PEDDAMA WANAPA
NDADI NDADI RTHY
951/E 0.05 PEDDAMA PEDDAMA WANAPA
E NDADI NDADI RTHY
951 0.18 PEDDAMA PEDDAMA WANAPA
NDADI NDADI RTHY
1 301/A 3.30 3.30 MADIGAT PEDDAMA WANAPA
2 A/1 LA NDADI RTHY
301/A 1.10 3.29 MADIGAT PEDDAMA WANAPA
5 LA NDADI RTHY
301/A 0.19 MADIGAT PEDDAMA WANAPA
1 4 LA NDADI RTHY
3 301/A 1.00 MADIGAT PEDDAMA WANAPA
3 LA NDADI RTHY
301/A 1.00 MADIGAT PEDDAMA WANAPA
LA NDADI RTHY
1 302/A 4.30 4.30 MADIGAT PEDDAMA WANAPA
4 LA NDADI RTHY
1 958 2.25 2.25 PEDDAMA PEDDAMA WANAPA
5 NDADI NDADI RTHY

100
 134/A 6.00 6.00 ALWAL PEDDAMA WANAPA
1 2 NDADI RTHY
6 134/B
2
1 301/A 1.10 1.10 MADIGAT PEDDAMA WANAPA
7 6 LA NDADI RTHY
1 948/A 1.10 1.10 PEDDAMA PEDDAMA WANAPA
8 NDADI NDADI RTHY
130/U 2.15 2.15 ALWAL PEDDAMA WANAPA
1 NDADI RTHY
9 137/E
E
2 300/U 1.09 1.09 MADIGAT PEDDAMA WANAPA
0 LA NDADI RTHY
103/A 2.05 2.05 ALWAL PEDDAMA WANAPA
A NDADI RTHY
2 103/A
1 A2
103/A
A3
2 946/A 0.23 0.23 PEDDAMA PEDDAMA WANAPA
2 A NDADI NDADI RTHY
2 299/L 2.20 2.20 MADIGAT PEDDAMA WANAPA
3 U LA NDADI RTHY
299/A 1.20 1.20 MADIGAT PEDDAMA WANAPA
2 LA NDADI RTHY
4 299/A/
1
2 102 5.00 5.00 ALWAL PEDDAMA WANAPA
5 NDADI RTHY
2 314 7.24 7.24 MADIGAT PEDDAMA WANAPA
6 LA NDADI RTHY
2 299/O 7.23 7.23 MADIGAT PEDDAMA WANAPA
7 299/P LA NDADI RTHY
2 299/U 1.24 1.24 MADIGAT PEDDAMA WANAPA
8 LA NDADI RTHY
2 299/R 1.24 1.24 MADIGAT PEDDAMA WANAPA
9 U LA NDADI RTHY
3 300/A 1.10 1.10 MADIGAT PEDDAMA WANAPA
0 LA NDADI RTHY
3 299/U 1.24 1.24 MADIGAT PEDDAMA WANAPA
1 LA NDADI RTHY
137/O 1.14 3.25 ALWALA PEDDAMA WANAPA
137/A NDADI RTHY
M1
131/R
U
137/A 1.03
3
2 M2
131/R
U1
137/A 1.04
M3
131/R
U2
101
 137/E 0.04
E
761
3 235 15.34 15.34
5
3 945 2.00 2
6 946/A
3 134/A 3.00 3
7
3 134/A 3.00
8
130/U 2.21 2.21
3
9 137/E
E
130/J 0.19 0.19
A2
130/A
4 M1
0 130/A
M2
130/A
M3
130 0.21 0.21
137
4 130
1 137
130
137
130/1/ 0.26 0.26
a2/1
4 130/1/
2 A2/2
137/R
UU1
4 957/A 0.20 0.20
3
130/J 0.32 0.32
4 NA1
4
137/E
130/1/ 7.07 7.07
1
130/12
/1/1
130/12
4 /2/1
5 130/ఆ
1
130/2/
1
137/3
137/1

102
 137/1
130/1/
2
137/
130/
137
130/
4 965/A 1.00 1.00
6 A

Kamareddy Project

Sr. NO SURVEY EXTENT EXTENT TOTAL EXTENT EXTENT

NO IN IN (GUNTAS.ACRES)
ACRES GUNTAS
1 68/4 2 14.00 18 28
68 2 13.00
68/5 4 27.00
68/3 4 27.00
68/2 4 27.00
2 70/18 20.00 4 38
73/18 9.00
74/18 26.00
75/18 20.00
76/18 18.00
107/18 14.00
109/18 21.00
110/EA 8.00
111/A2 24.00
112/18 20.00
121/24 18.00
3 70/15 19.00 5 1
73/15 10.00
74/15 26.00
75/15 20.00
76/15 18.00
107/15 14.00
109/15 21.00
110/RU 8.00
111/9 26.00
112/14 20.00
121/15 19.00
4 73/2 10.00 2 29
75/1 20.00
107/1 14.00
103
 109/A 21.00
111/15 25.00
121/23 19.00
5 70/2 19.00 2 10
74/2 26.00
76/2 17.00
110/O 8.00
112/2 20.00
6 70/21 19.00 5
73/21 10.00
74/21 26.00
75/21 20.00
76/21 18.00
107/21 14.00
109/21 21.00
110/A 8.00
111/A3 25.00
112/A 20.00
121/21 19.00
7 73/9 9.00 2 13
75/9 17.00
107/9 12.00
111/2 22.00
112/AA 17.00
121/9 16.00
8 70/17 19.00 1 32
110/I 8.00
111/18 25.00
112/16 20.00
9 70/A1 16.00 2 7
73/UU 9.00
74/AA 22.00
76/AA 15.00
109/AA 18.00
110/UU 7.00
10 70/26 19.00 5 1
73/26 10.00
74/26 26.00
75/26 19.00
76/26 18.00
107/26 14.00
109/26 21.00
110/26 8.00
111/26 26.00
112/26 20.00
121/26 20.00

104
11 70/24 19.00 4 39
73/24 10.00
74/24 26.00
75/24 19.00
76/24 18.00
107/24 14.00
109/24 21.00
110/24 8.00
111/24 25.00
112/24 20.00
121/25 19.00
12 70/29 19.00 4 39
73/29 10.00
74/29 26.00
75/29 19.00
76/29 18.00
107/29 13.00
109/29 22.00
110/29A 9.00
111/29 23.00
112/29 20.00
121/29 20.00
13 70/28 19.00 4 38
73/28 10.00
74/28 26.00
75/28 19.00
76/28 18.00
107/28 13.00
109/28 21.00
110/28 10.00
111/28 23.00
112/28 20.00
121/28 19.00
14 70/A 16.00 1 38
75/A 17.00
109/A 18.00
110/A 6.00
111/A3 21.00
15 73/1A 10.00 5
70/A1 19.00
121A/A 19.00
112/1A 20.00
111/A4 25.00
110/A1 8.00
109/A1 21.00
76/A 18.00

105
 75/AA/1 20.00
74/A 26.00
107/A 14.00
16 70/1/2 2 38.00 2 38
17 70/4A 19.00 5 1
73/5 10.00
74/5 26.00
75/5 20.00
76/5 17.00
107/AA 14.00
109 21.00
110/5 8.00
111/5 28.00
112/5 19.00
121/5 19.00
18 70/16 20.00 4 37
73/16 9.00
74/16 26.00
75/16 20.00
76/16 18.00
107/16 14.00
109/16 21.00
110/A 8.00
111/16 23.00
112/17 20.00
121/16 18.00
19 70/10 16.00 2 11
74/10 22.00
75 18.00
109/A3 18.00
112/10 17.00
20 75/8 17.00 2 4
107/8 12.00
111/8A 22.00
112/8A 17.00
121/8A 16.00
21 73/17 10.00 3 7
74/17 26.00
75/17 20.00
76/17 18.00
107/17 14.00
109/17 21.00
121/17 18.00
22 70/5 19.00 4 37
73/6 10.00
74/6 26.00

106
 75/6 20.00
76/6 17.00
107/6 14.00
109/6 21.00
110/E1 8.00
117/17 25.00
112/17 19.00
121/6 18.00
23 70/1/3 19.00 2 29
74/1 26.00
76/1 17.00
110 8.00
112/1 20.00
121/1 19.00
24 70/7 16.00 4 11
73/RU 9.00
74/7 22.00
75/7 17.00
76/8 15.00
107/7 12.00
109/7 18.00
110/E2 7.00
111/8 22.00
112/7 17.00
121/7 16.00
25 68/E 2.00 32.00 2 32
26 68/A 2.00 0.00 2
27 84/A 1.00 12.00 1 12
28 80 2.00 25.00 2 25
29 52/AA/2 0.00 16.00 2 37
71/2/2AA 1.00 1.00
71/AA 0.00 5.00
70/1/2 1.00 15.00
30 52/AA 0 17.00 2 37
70/1/1 1 15.00
71/2A/A 1.00 0.00
71/E 0 5.00
31 52/3A 0.00 29.00 0 29
32 53/AA 4.00 1.00 4 1
33 83/1/3 1.00 32.00 4 26
77/1/3 1.00 29.00
75/1 1.00 5.00
34 78/1/2 0.00 0.21 1 10
78/2/2 0.00 0.29
35 84/A/A 1.00 10.00 1 10
36 52/2A 0.00 12.00 2 8

107
 70/2/AA 1.00 1.50
71/2B/AA 0.00 3.50
71/3/AA 0.00 31.00
37 86/1/1 1 21.50 5 25 1/2
82/3 1 38.00
81/1/3 1 1.00
75/1/3 1 5.00
38 68/E/1 2 32.00 3
68/3/a 0 8.00
39 75/1/2 1.00 5.00 10 7
77/1/2 1.00 29.00
81/1/2 1.00 1.00
82/1 1.00 38.00
83/1/2 1.00 32.00
86/1/2 2.00 4.00
82/2 0.00 12.00
81/1 0.00 2.00
82/2 0.00 2.00
83/1 0.00 2.00
40 72/2/A 0.00 33.00 6 10
72/1/AA 1.00 30.00
73/AA 1.00 8.00
78/2/1 1.00 18.00
78/1/1 1.00 1.00
41 55/1 1.00 2.00 3 35
55/2 2.00 25.00
56/A 8.00
42 54/6/AA 2.00 17.00 2 17
43 70/4 19.00 4 37
73/4 10.00
74/3 26.00
75/4 20.00
76/4 17.00
107/4 14.00
109/4 21.00
110/4 8.00
111/3 25.00
112/4 19.00
121/4 18.00
44 85/1/2 1.00 29.00 1 29
45 53/A/2 1.00 30.00 1 30
46 74/1 1.00 25.00 2 35
74/2 1.00 10.00
47 77/1 1.00 28.00 1 28
48 70/2/A 1.00 1.50 1 32 1/2
71/3/A 31.00

108
49 72/1/3 0.00 23.00 1 10 1/2
72/2/3 11.00
72/3/3 16.50
50 70/14 19.00 4 37
73/14 10.00
74/14 26.00
75/14 20.00
76/14 18.00
107/14 14.00
109/14A 21.00
110/U 8.00
111/14/1 23.00
112/14/1 20.00
121/14/1 18.00
51 73/O 10.00 2 21
75/1 8.00
109/3 21.00
107/1AA 14.00
111/13 28.00
75/3 20.00
52 73 9.00 2
76 14.00
107/10 12.00
110/10A 7.00
111 22.00
121/10 16.00
53 70/A 19.00 4 39
73/a 10.00
74/1A 26.00
75/27 19.00
76/1A 18.00
107/1A 13.00
109/27 21.00
110/A 10.00
111/A 23.00
112/A 20.00
121/A 20.00
54 63/AA 0.00 38.00 4 10
62/AA 1.00 23.00
57/AA 1.00 29.00
55 70/31 17.00 4 10
73/31 8.00
74/31 22.00
75/31 17.00
107/31 12.00
109/31 18.00

109
 110/31 7.00
111/31 21.00
112/31 17.00
121/31 16.00
76 15.00
56 70/13 19.00 5 1
73/13 10.00
75/13 20.00
76/13 18.00
107/13 14.00
109/13 21.00
110/U/1 8.00
111/13/1 26.00
112/13/1 20.00
121/13/1 19.00
74/13 26.00
57 63/A 0.00 38.00 4 11
62/A 1.00 23.00
57/A 1.00 30.00
58 65/1/A 1 2.00 2 17
58/2/A 1 15.00
59 65/1/EE/2 1 20.00 4 36
64/2/A 1 36.50
64/1/A 32.00
58/2/EE/2 27.50
60 72/1/1 0 24.00 2 21
72/2/1 0 11.00
72/3/1 16.00
78/1/3 20.00
78/2/3 30.00
61 85/1 1 30.00 1 30
62 56/AA/A 8.00 35
55/1 1 2.00 3
55/2 2 25.00
63 53/A/3 20.00 0 20
64 110/12/UU 7.00 1 13
111/12 21.00
73/12 8.00
112/12 17.00
65 76/12 15.00 2 37
70/12 17.00
74/12 22.00
75/12 17.00
107/12 12.00
109/12 18.00
121/12 16.00

110
66 53/A/3 1 11.00 1 11
67 54/6/A 2 17.00 2 37
53/A 20.00
68 85/1/3 1 29.00 3 32
86/1/3 2 3.00
69 70/1/1 1 18.50 1 18 1/2
70 58/2/1/EE 27.50 4 36
65/EE/1/1 1 20.00
64/1 32.00
64/2 1 36.50
71 71/3/EE 0 30.00 1 32
70/2/EE 1 2.00
72 54/3A/1 15.00 18 21
54/2/2 29.00
54/2/1 30.00
54/11/2 25.00
54/11/1 25.00
54/10/2 22.00
54/10/1 22.00
54/9/B/2 10.00
54/9/B/1 10.00
54/9/A/2 12.00
54/9/A/1 12.00
54/8/2 21.00
54/1/2 23.00
54/8/1 21.00
54/7/2 26.00
54/7/1 26.00
54/5/2 25.00
54/5/1 25.00
54/4/2 18.00
54/4/1 18.00
54/3B/2 12.00
54/3B/1 13.00
54/3A/2 15.00
54/1/1 23.00
67/5B/AA 8.00
67/5B/A 8.00
67/5A/2 20.00
67/5A/1 20.00
67/4B/2 8.00
67/4B/1 8.00
67/4A/2 18.00
67/4A/1 18.00
67/3/2 26.00
67/3/1 26.00

111
 67/2B/2 13.00
67/2B/1 12.00
67/2A/2 12.00
67/2A/1 13.00
67/1/2 27.00
67/1/1 26.00
73 70/1/2 1 18.50 1 18 1/2
74 56/AA 1 6.00 1 6
75 59/2/AA 36.00 4 19
59/2/A 30.00
59/1/AA 29.00
58/2/E 1 2.00
58/2/AA 1 2.00
76 56/A 4 20.00 4 20
77 56/A 4 20.00 4 20
78 58/1/A 0 29.00 6 31
58/1/u 0 7.00
60/A 2 12.00
60/E 1 6.00
61/A 2 5.00
65/2/A 0 12.00
79 111/25 0.00 25.00 4 39
112/25 0.00 20.00
70/25 0.00 20.00
73/25 0.00 10.00
74/25 0.00 26.00
75/25 0.00 19.00
76/25 0.00 18.00
107/5 0.00 14.00
109/29 0.00 21.00
110/25 0.00 8.00
121/AA 0.00 18.00
80 65/1/AA 1.00 20.00 10 22
65/3/A 1.00 18.00
66/1/A 1.00 5.00
66/2B/2 0.00 20.00
66/3/1 1.00 25.00
66//1/A 1.00 5.00
66/4A/1 0.00 36.00
66/4B 0.00 28.00
66/5E 1.00 25.00
81 69 1.00 17.00 1 17
82 74/3 0.00 26.00 3 13
76/3 0.00 17.00
107 0.00 14.00

112
 109 0.00 21.00
110/3 0.00 8.00
111/3 0.00 28.00
112 0.00 19.00
83 70/3 0.00 19.00 1 28
73 0.00 10.00
75 0.00 20.00
121 0.00 19.00
84 65/2/AA 0.00 6.00 9 32

61/AA 1.00 2.00

60/AA 1.00 6.00
58/1/AA 0.00 14.00
61/AA 1.00 3.00
58/1/AA 0.00 15.00
60/AA 1.00 6.00
65/2/AA 0.00 6.00
70/1/3 1.00 15.00
71/2A/AA 0.00 29.00
65/E/1 0.00 31.00
65/3/AA 1.00 19.00
85 70/30 0.00 19.00 2 12
73/30 0.00 10.00
74/30 0.00 26.00
75/30 0.00 19.00
76/30 0.00 18.00
86 70 0.00 20.00 4 39
73/A 0.00 10.00
74/A 0.00 26.00
75/AA 0.00 19.00
76/A 0.00 18.00
107/A 0.00 14.00
109/EE 0.00 21.00
110/A 0.00 8.00
111/A/1 0.00 24.00
112/A 0.00 20.00
121/A 0.00 19.00
87 70/22 0.00 19.00 4 38
73/22 0.00 10.00
74/22 0.00 26.00
75/22 0.00 19.00
76/22 0.00 18.00
107/22 0.00 14.00
109/22 0.00 21.00
110/A1 0.00 8.00
113
 111/1A 0.00 25.00
112/22 0.00 20.00
121/22 0.00 18.00
88 71/3/E 0.00 30.00 1 31
70/2/E 1.00 1.00
89 102/3 1.00 20.00 1 20
90 72/1 0.00 23.00 1 11 1/2
72/2A 0.00 11.00
73/A 0.00 17.50
91 71/2/B/EE 0.00 4.00 0 35 1/2
71/2/B/A 0.00 3.50
52/1/A 0.00 12.00
71/2B/E 0.00 4.00
52/4/A 0.00 12.00
92 70/20 0.00 20.00 4 39
73/20 0.00 9.00
74/20 0.00 26.00
75/20 0.00 20.00
76 0.00 18.00
107/20 0.00 14.00
109/20 0.00 21.00
110/19 0.00 8.00
111/A5 0.00 25.00
112/E 0.00 20.00
121/20 0.00 18.00
93 107/5 1.00 2.00 1 2
94 107/5 1.00 1.00 1 1
95 70/9 0.00 16.00 1 38
74/9 0.00 22.00
76/9 0.00 15.00
109/9 0.00 18.00
110/9 0.00 7.00
96 73/11 0.00 8.00 2 11
74/11 0.00 23.00
76 0.00 15.00
107/11 0.00 12.00
112/11 0.00 17.00
121/11 0.00 16.00
97 107/30 0.00 13.00 2 27
109/30 0.00 22.00
110/30 0.00 9.00
111/30 0.00 24.00
112/30 0.00 20.00
121/30 0.00 19.00
122.00 9218.00 301 2107 1/2

114
 SCHEDULE 30

OPERATION AND MAINTENANCE AGREEMENT

Date of
Date of Plant
Sr. OEM Amendment in
Project O&M capacity
No Name O&M
Contract (DC)
Agreement
1 MEIPL Wanaparthy 20-12-2017 NA 70.00
2 MEIPL Kamareddy 20-12-2017 NA 70.00

(remainder of the page intentionally left blank)

SCHEDULE 31

115
 PPA

Sr No. Party Name Project Name Date of Agreement

1. Telangana State Southern Power Wanaparthy February 23, 2016
Distribution Company Limited

2. The Northern Power Distribution Kamareddy March 08, 2016

Company of Telangana Limited

(remainder of the page intentionally left blank)

SCHEDULE 32
116
 SOLAR PROJECT LAND DETAILS

Sr.No. Project Name SPV Name To be Survey Nos

purchased

Acres Guntas

1 Gadwal Mytrah Abhinav 10.00 32.00 163AA1, 163AA4,

Power 163/AA9, 163/AA10,
Private Limited 164/A6, 156/2/1, 156/A4,
156/A5/1, 156/A/8,
156/A12/2
2 Nagarkurnool Mytrah Abhinav 4.00 32.00 327/E, 332/U, 169/AA,
Power 332/AA3
Private Limited
3 Tandur Mytrah Abhinav 21.00 38.00 144/A
Power
Private Limited
4 Guntipally Mytrah Adarsh 21.00 30.00 484/1B, 484/1A ru, 405,
Power 429/2/1, 429/2, 429/3, 429/4,
Private Limited 535, 535/2AA, 535/E1,
527/A4B, 527/A1, 527/E1,
475/A1A
5 Thungathurthy Mytrah Adarsh 4.00 12.00 211/EE, 210/AA3/1, 210/E1
Power
Private Limited
6 Reddypet Mytrah Adarsh 38.00 39.00 Sy.Nos 89/1, 89/5, 89/3,
Power 89/B, 89/A9, 89/2, 102,
Private Limited 109/E/E, 109/E/D, 109/E/C,
109/E/B, 109E/A, 104,
118/C, 104/EE, 110, 108/U,
109/A/B, 109/A/A, 112/AE,
112/AC, 107/EE, 111/A,
116/B/1, 117/A, 117/B
7 Wanaparthy Mytrah Agriya 38.00 25.00 942, 302, 302/A3, 302/U3,
Power 302/A2, 302/U2, 136/3,
Private Limited 136/E, 147/A2/3/2, 299/2/2,
299/a2/3, 299/A4/1, 299/O,
299/A2/2, 299/2/1, 299/3,
299/6, 299/2/4, 301/A2,
300/UU, 299/2/3, 299/A2/4,
300/AA, 299/EE, 299/RU,
959, 959/E
8 Kamareddy Mytrah Agriya 3.00 25.00 60/A1, 60/U, 61/A1, 61/E/1,
Power 61/EE, 65/E, 65/EE, 65/2/A
Private Limited
9 KM Pally Mytrah Aakash 2.00 0.00 120/B2, 120/B3, 120/A1/1
Power
Private Limited
141.00

117
Sr.No. Project Name SPV Name To be Survey Nos
purchased

TOTAL 146.33

(remainder of the page intentionally left blank)

118
 SCHEDULE 33

PART A

1. Insolvency and Bankruptcy Petition filed under Section 9 of the Insolvency and Bankruptcy
Code, 2016 (“IBC”) bearing Company Petition (IB) C.P. (IB) - 158/2021 registered on 22-
07-2021 against Mytrah Energy (India) Private Limited by Excelltech Wind India Private
Limited before the National Company Law Tribunal (“NCLT”) Hyderabad bench.

2. Insolvency and Bankruptcy Petition filed under Section 9 of the IBC bearing Company Petition
No C.P. (IB) - 220/2021 registered on 24-08-2021 against Mytrah Energy (India) Private
Limited by Scorpius Trackers Private Limited before the NCLT Hyderabad bench.
3. Insolvency and Bankruptcy Petition filed under Section 7 of the IBC bearing Company Petition
No. C.P. (IB) - 58/2022 registered on 22-02-2022 against Mytrah Energy (India) Private
Limited by DBS Bank India Limited before the NCLT Hyderabad bench

PART B

1. The Company is in default of interest and principal repayments under the Financing Documents.
The details of the overdue principal and interest as on Execution Date is provided below:

Principal Interest

(INR) in Millions (INR) in Millions

345.74 575.67

(remainder of the page intentionally left blank)

119
 SCHEDULE 34

(a) Approval of the lenders for the Transaction under (i) paragraph 1 of Part A of Schedule 3
and (ii) paragraph 1 of Part C of Schedule 3 of this Agreement; and

(b) CCI approval for the Transaction under Part B of Schedule 3 of this Agreement.

120