renew power limited - Goldman Sachs

May 6, 2018 - Changes in technology may render our current technologies ...... Maverick Holdings & Investments Private Limited, Goldman Sachs Services.
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DRAFT RED HERRING PROSPECTUS Dated May 8, 2018 Please read Section 32 of the Companies Act, 2013 Book Built Offer

RENEW POWER LIMITED Our Company was originally incorporated as ReNew Wind Power Private Limited on January 19, 2011 as a private limited company under the provisions of the Companies Act, 1956, with the Registrar of Companies, Maharashtra at Mumbai. Pursuant to a special resolution passed by our shareholders on June 5, 2012, the name of our Company was changed to ReNew Power Ventures Private Limited and a fresh certificate of incorporation was issued on June 14, 2012 by the Registrar of Companies, Maharashtra at Mumbai. Subsequently, pursuant to a special resolution passed by our Shareholders (as defined hereinafter) on April 6, 2018, the name of our Company was changed to ReNew Power Private Limited and a fresh certificate of incorporation was issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana at Delhi (“RoC”) on April 11, 2018. Our Company was subsequently converted to a public limited company pursuant to a special resolution passed by our Shareholders on April 6, 2018 and a fresh certificate of incorporation was issued by the RoC on April 17, 2018. For details of change in the name and the registered office of our Company, see “History and Certain Corporate Matters” beginning on page 194. Registered Office: 138, Ansal Chambers II, Bhikaji Cama Place, Delhi 110 066 Tel: +91 11 4677 2200; Fax: +91 11 4111 2980 Corporate Office: Commercial Block-1, Zone 6, Golf Course Road, DLF City Phase -V, Gurugram 122 009 Tel: +91 12 4489 6670; Fax: +91 12 4489 6699 E-mail: [email protected]; Website: www.renewpower.in Contact Person: Ashish Jain, Company Secretary and Compliance Officer Corporate Identity Number: U40300DL2011PLC291527

OUR COMPANY IS A PROFESSIONALLY MANAGED COMPANY AND DOES NOT HAVE AN IDENTIFIABLE PROMOTER PUBLIC OFFER OF [●] EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF RENEW POWER LIMITED (“OUR COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (“OFFER PRICE”) AGGREGATING ₹ [●] MILLION, COMPRISING A FRESH ISSUE OF [●] EQUITY SHARES AGGREGATING UP TO ₹ 26,000 MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF 94,377,109 EQUITY SHARES AGGREGATING TO ₹ [●] MILLION, COMPRISING 2,479,297 EQUITY SHARES BY GEF SACEF INDIA AGGREGATING TO ₹ [●] MILLION, 12,117,812 EQUITY SHARES BY GREEN ROCK B 2014 LIMITED (ACTING IN ITS CAPACITY AS A TRUSTEE OF GREEN STONE A 2014 TRUST) AGGREGATING TO ₹ [●] MILLION AND 79,780,000 EQUITY SHARES BY GS WYVERN HOLDINGS LIMITED AGGREGATING TO ₹ [●] MILLION (GEF SACEF INDIA, GREEN ROCK B 2014 LIMITED (ACTING IN ITS CAPACITY AS A TRUSTEE OF GREEN STONE A 2014 TRUST) AND GS WYVERN HOLDINGS LIMITED, COLLECTIVELY, THE “SELLING SHAREHOLDERS”), (THE “OFFER FOR SALE”, AND TOGETHER WITH THE FRESH ISSUE, THE “OFFER”). THE OFFER INCLUDES A RESERVATION OF UP TO [●] EQUITY SHARES, AGGREGATING UP TO ₹ [●] MILLION, FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREIN) NOT EXCEEDING 5% OF OUR POST-OFFER PAID UP SHARE CAPITAL (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER SHALL CONSTITUTE [●]% AND [●]%, RESPECTIVELY OF THE POST-OFFER PAID-UP SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF EACH EQUITY SHARE IS ₹ 10. THE PRICE BAND, THE AMOUNT OF DISCOUNT, IF ANY TO THE ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”) AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE SELLING SHAREHOLDERS, THE GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS (“GCBRLMS”) AND BOOK RUNNING LEAD MANAGERS (“BRLMS”), AND WILL BE ADVERTISED IN [●] EDITION OF [●] (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND [●] EDITION OF [●] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER, HINDI ALSO BEING THE REGIONAL LANGUAGE OF THE PLACE WHERE OUR REGISTERED OFFICE IS LOCATED) AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING D