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Juniper Green Energy Ltd Directors Report

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OUR MANAGEMENT

In terms of the Companies Act, 2013 and our Articles of Association, our Company is authorised to have a minimum of three Directors and a maximum of 15 Directors. As on the date of this Red Herring Prospectus, we have eight Directors on our Board, comprising two Whole time Directors, two Non-Executive Directors, and four Non-Executive Independent Directors of which one is a woman Non-Executive Independent Director.

Board of Directors

The following table sets forth details regarding our Board of Directors as on the date of this Red Herring Prospectus:

Name, designation, term, period of directorship, address, occupation, date of birth and DIN

Age (in years)

Directorships in other companies

Arvind Tiku

56

Indian Companies

Designation: Chairperson and Non-Executive Director

- Experion Developers Private Limited

Term: Liable to retire by rotation

Foreign Companies

Period of directorship: Director since December 13, 2018

- AT Capital Pte. Ltd.
- AT Capital Foundation Limited

Address: House 7, Anthony Road, #19-27 Orchard Scotts,

Singapore 229 955

Occupation: Business

Date of birth: February 22, 1970

DIN: 00649116

Hemant Tikoo

49

Indian Companies

Designation: Non-Executive Director

- Drishya Entertainment Private Limited
- Experion Capital Private Limited

Term: Liable to retire by rotation

- Experion Developers Private Limited
- Land Mark Dwellers Private Limited

Period of directorship: Director since December 5, 2011

- Landmark Infracon Private Limited

Address: House 7, Anthony Road, #20-33 Orchard Scotts,

Foreign Companies

Singapore 229 955
-
AT Capital Pte. Ltd.

Occupation: Business

-
Auctus Investments Management Pte. Ltd.
- Japonica Holdings Pte. Ltd.

Date of birth: November 12, 1976

- Lumina Equity Holdings Pte. Ltd.
- Sai Trust Management Pte. Ltd.

DIN: 01880241

Ankush Malik

41

Indian Companies

Designation: Whole-time Director and Chief Executive

- Juniper Green Bess Zeta Private Limited
Officer - Juniper Green Beta Six Private Limited
- Juniper Green ETA Five Private Limited

Term: For a period of five years with effect from April 30, 2024 and liable to retire by rotation

- Juniper Green Gamma One Private Limited
- Juniper Green India Eight Private Limited

Period of directorship: Director since April 30, 2024

- Juniper Green Power Five Private
Limited

Address: 1/38, Sadar Bazar, Delhi Cantt, New Delhi 110 010, Delhi, India

- Juniper Green Stellar Private Limited -
Juniper Green Sigma Six Private Limited

Occupation: Service

- Nisagra Renewable Energy Private Limited

Date of birth: August 5, 1984

Foreign Companies

Name, designation, term, period of directorship, address, occupation, date of birth and DIN

Age (in years)

Directorships in other companies

DIN: 07978604

Nil

Parag Agrawal

44

Indian Companies

Designation: Whole-time Director and Chief Financial

- Juniper Green Beam Private Limited
Officer - Juniper Green Bess Zeta Private
Limited

Term: For a period of five years with effect from July 4, 2026 and liable to retire by rotation

- Juniper Green Beta Private Limited
- Juniper Green Cosmic Private Limited
- Juniper Green Field Private Limited

Period of directorship: Director since July 4, 2026

- Juniper Green Kite Private Limited
-
Juniper Green Stellar Private Limited

Address: Flat no. F-701, Palm Drive, Sector 66, Golf Course

- Juniper Green Three Private Limited
Extension Road, Nirvana Country, Gurgaon South City II,
Gurugram 122 018, Haryana, India - Nisagra Renewable Energy Private Limited

Occupation: Service

Foreign Companies

Date of birth: September 27, 1981 DIN: 02463717

Nil

Balaji Viswanathan Swaminathan

61

Indian Companies

Designation: Non-Executive Independent Director

- Allied Blenders and Distillers Limited
- Haldia Petrochemicals Limited

Term: For a period of five years with effect from June 23, 2025

- Vibgyor Realty & Investments Private
Limited

Period of directorship: Director since June 23, 2025

Foreign Companies

Address: 87, Sunset Way, Clementi Park, Singapore 597 108

- AT Capital Pte. Ltd.

Occupation: Service

- BHAV Acquisition Corp Cayman
Islands

Date of birth: March 19, 1965

- Realpha Tech Corp.
-
SAIML Capital Pte Ltd.

DIN: 01794148

- Turbo Tech Pte Ltd.

Kottamasu Venkateswara Rao

65

Indian Companies

Designation: Non-Executive Independent Director

Nil

Term: For a period of five years with effect from June 23, 2025

Foreign Companies

Period of directorship: Director since June 23, 2025

- India International Insurance Pte. Ltd.
- KV Advisory Pte. Ltd.

Address: 45 Mandalay Road, Mandale Heights #17-01,

- Life Insurance Corporation (Singapore)
Singapore 308 225 Pte. Ltd.
- Mas Amity Pte. Ltd.

Occupation: Service

- SIFAS Productions Limited
- Tata International Singapore Pte. Ltd.

Date of birth: January 31, 1961

-
Tata Precision Industires Pte. Ltd.
-
TML Holdings Pte. Ltd.

DIN: 11122529

- Universal MEP Contracting LLC
- Universal MEP Projects Pte. Ltd.

Maithreyi Swaminathan

51

Indian Companies

Designation: Non-Executive Independent Director

Nil

Term: For a period of five years with effect from June 23, 2025

Foreign Companies

Period of directorship: Director since June 23, 2025

Nil

Name, designation, term, period of directorship, address,

Age (in

Directorships in other companies

occupation, date of birth and DIN

years)

Address: C144, Oakwood Estate, DLF Phase 2, Gurugram 122

002, Haryana, India

Occupation: Professional

Date of birth: August 28, 1974

DIN: 06876944

Prashant Parashar

47

Indian Companies

Designation: Non-Executive Independent Director

- Profound Club Private Limited

Term: For a period of five years with effect from June 23, 2025

Foreign Companies

Period of directorship: Director since June 23, 2025

Nil

Address: G-304, Adarsh Lakefront, Bellandur, Near RMZ

Ecoworld, Kaikondrahalli, Bengaluru 560 103, Karnataka,
India

Occupation: Service

Date of birth: June 1, 1979

DIN: 03644591

Brief profiles of our Directors

Arvind Tiku is one of our Individual Promoters and the Chairperson and Non-Executive Director in our

Company. He has been on our Board since December 13, 2018. He holds an integrated bachelors and masters of science degree in engineering from Kazakh Polytechnic Institute of the Kazakh National Technical University. He is the founder of AT Capital Group, Singapore and has been a director of AT Capital Pte Ltd, since May 3, 2012. AT Capital Group is involved in renewable energy, real estate, private credit and public markets. Prior to founding the AT Capital Group, he was the General Director/Chief Executive Officer of Agro Invest, a subsidiary of Grain Procurement Agency Pte. Ltd. He has over 21 years of experience in the investment sector.

Hemant Tikoo is one of our Individual Promoters and a Non-Executive Director on our Board. He has been on our Board since December 5, 2011. He holds a masters degree in computer management from Symbiosis Institute of Computer Studies and Research, University of Pune, India, masters degree in business administration from Waseda University, Japan and masters degree in business administration from Nanyang Technological University, Singapore. He has been a director of AT Capital Pte. Ltd., since December 15, 2023, and is a core member of the investment committee of AT Capital Pte. Ltd. making investment decisions across asset classes, generating and evaluating investment ideas in the start-up space by actively engaging with local and international funds/start-ups and advising on investments in real estate and renewable energy verticals. Previously, he was associated with Auctus Investments Management Pte Ltd as a Senior Investment Manager. He has over 18 years of experience across varied fields such as information technology, engineering, real estate, wealth and investment management.

Ankush Malik is a Whole-time Director on the Board of our Company since April 30, 2024. He has been associated with our Company since November 12, 2018. He holds a bachelors degree of technology in civil engineering from Indian Institute of Technology, Delhi, India and a post graduate diploma in management from the Indian Institute of Management, Lucknow, Uttar Pradesh, India. He is responsible for developing and implementing the long-term growth strategies of our Company and overseeing all aspects of our Companys operations, business development, project development, construction and regulatory aspects of the business. Prior to joining our Company, he was associated with Orange Renewable Power Private Limited, Lanco Infratech Private Limited and ICICI Bank Limited. He has over 16 years of experience in the power sector.

Parag Agrawal is a Whole-time Director on the Board of our Company since July 4, 2026. He has been associated with our Company since December 1, 2018. He is a certified chartered accountant with the Institute of Chartered Accountants of India. He has passed the examination for bachelors in commerce from Dr. Bhim Rao University, Agra, Uttar Pradesh, India. He is responsible for financial management, corporate finance, project finance, taxation, corporate restructuring, risk management and strategic planning of our Company. Prior to joining our Company, he was associated with Orange Renewable Power Private Limited, Indiabulls Power Limited, LG Electronics India Private Limited and South Asia Breweries Private Limited. He has over 23 years of experience in finance and accounting.

Balaji Viswanathan Swaminathan is a Non-Executive Independent Director of our Company with effect from June 23, 2025. He holds a bachelors degree in commerce from St Xaviers College, Calcutta, West Bengal, India and has completed the Advanced Management Programme from Harvard Business School, Boston, Massachusetts, USA. He is a certified chartered accountant with the Institute of Chartered Accountants of India and cost and works accountant from Institute of Cost and Works Accountants of India. Previously, he was associated with BSR & Co., ICICI Bank Limited, Standard Chartered Bank India Limited, DSP Merrill Lynch Limited, Westpac Banking Corporation. He is currently the Executive Director and Chief Executive Officer of SAIML Pte. Ltd. He has over 28 years of experience in financial services.

Kottamasu Venkateswara Rao is a Non-Executive Independent Director of our Company with effect from June 23, 2025. He holds a bachelors degree in commerce from Nagarjuna University and has a post graduate diploma in international trade from Indian Institute of Foreign Trade, India. Prior to joining our Company, he was associated with The Delhi Cloth and General Mills Company Limited, Duncans Tea Limited, SOL Pharmaceuticals Limited, AGIO Countertraded Pte Ltd., Duncans Industries Limited, International Enterprise Singapore, Trust Energy Resources Pte. Ltd., Tata Chemicals Limited, Tata Power Company Limited, Tata Sons Limited in various capacities. He has over 40 years of corporate experience including in power and energy sectors.

Maithreyi Swaminathan is a Non-Executive Independent Director of our Company with effect from June 23, 2025. She holds a bachelors degree in commerce (honours) from Delhi University, India and a certificate in the Advanced International Program in Oil and Gas Financial Management from the University of Texas at Dallas, Texas, USA. She is a certified chartered accountant with the Institute of Chartered Accountants of India, a associate member of the Institute of Company Secretaries of India and a member of the Institute of Social Auditors of India. Prior to joining our Company, she was associated with Indian Oil Corporation Limited, JSC OGCC KazStroyService, Fluor Daniel India Private Limited and Guardian India Operations Private Limited in various capacities. She has over 24 years of experience in financial management and planning and strategic investments.

Prashant Parashar is a Non-Executive Independent Director of our Company with effect from June 23, 2025. He holds a bachelors of technology degree in computer science and engineering from Bundelkhand University, Jhansi, Uttar Pradesh, India and has a post graduate diploma in management (executive) from Institute of Management Technology, Centre for Distance Learning, Ghaziabad, Uttar Pradesh, India. Previously, he was associated with ANI Technologies Private Limited (Ola), Snapdeal Private Limited (formerly Jasper Infotech Private Limited), Zomato Media Private Limited, Qwest Telecom Software Services Private Limited, GlobalLogic India Private Limited (formerly Induslogic India Private Limited), CSC India Private Limited, Newgen Software Technologies Limited and Delhivery Limited. He is currently the "Co-Founder" of Profound Club Private

Limited. He has over 21 years of experience in the technology and engineering sector.

Relationship between our Directors, Key Managerial Personnel and Senior Management

Except as set forth below, none of our Directors are related to each other or to any of the Key Managerial Personnel or Senior Management:

Name of the Director/Key Managerial Personnel/Senior Management

Relative Nature of Relationship
Arvind Tiku Hemant Tikoo Brother

Chairperson and Non-Executive Director

Hemant Tikoo Arvind Tiku Brother

Non-Executive Director

Arrangement or understanding with major shareholders, customers, suppliers or others for appointment of directors

There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any of our current Directors have been appointed. See "History and Certain Corporate Matters - Details of the shareholders agreement and other material agreements" on page 409.

Terms of appointment of our Directors

Whole-time Directors

Ankush Malik

Ankush Malik is the Whole-time Director and Chief Executive Officer of our Company. He was appointed as the Whole-time Director of our Company pursuant to a resolution passed by our Board of Directors dated April 30, 2024, for a period of five years. With effect from May 29, 2025, he was designated as the Chief Executive Officer of our Company. Pursuant to the resolutions passed by our Board on May 29, 2025 and our Shareholders on June 4, 2025, the remuneration payable to Ankush Malik was revised effective April 1, 2025 as follows:

a) Salary: 30.00 million per annum, inclusive of contributions to provident fund and other allowances.

b) Benefits, Perquisites and Allowances: In addition to the salary mentioned above, Ankush Malik is entitled to the following benefits in accordance with the policies of the Company:

- Gratuity;

- Mediclaim, term insurance, and any other insurance benefits as per the Companys policy;

- Leave entitlement in accordance with the Companys policy;

- Leave encashment as per the Companys policy;

- Reimbursement of business-related expenses such as mobile bill, travel, food, etc.; and

- Grant of employee stock options under the employee stock option plan of the Company, if any, adopted or approved in accordance with applicable laws.

During Financial Year 2026, Ankush Malik was paid an aggregate compensation (including remuneration and benefits) of 28.70 million.

Parag Agrawal

Parag Agrawal is the Whole-time Director and Chief Financial Officer of our Company. He was appointed as the Whole-time Director of our Company pursuant to a resolution passed by our Shareholders on July 4, 2026, for a period of five years. Pursuant to the resolution passed by our Shareholders on July 4, 2026, the remuneration payable to Parag Agrawal is as follows:

a) Salary: 28.00 million per annum, inclusive of contributions to provident fund and other allowances.

b) Benefits, Perquisites and Allowances: In addition to the salary mentioned above, Parag Agrawal is entitled to the following benefits in accordance with the policies of the Company:

- Gratuity;

- Mediclaim, term insurance, and any other insurance benefits as per the Companys policy;

- Leave entitlement in accordance with the Companys policy;

- Leave encashment as per the Companys policy;

- Reimbursement of business-related expenses such as mobile bill, travel, food, etc.; and

- Grant of employee stock options under the employee stock option plan of the Company, in accordance with applicable laws.

During Financial Year 2026, Parag Agrawal was paid an aggregate compensation (including remuneration and benefits) of 27.05 million.

Non-Executive Directors

Pursuant to a resolution passed by our Board on June 12, 2025, each of our Non-Executive Independent Directors is entitled to receive a sitting fee of 0.04 million for attending each meeting of our Board. Additionally, pursuant to a resolution passed by our Board on June 12, 2025 and Shareholders on June 23, 2025, each of our Non-Executive Independent Directors is entitled to receive a commission of up to 0.20 million per month, which may exceed 1% of the net profits of the Company in a Financial Year, subject to applicable laws.

Our Non-Executive Independent Directors were paid the following compensation in Financial Year 2026.

S.No. Name of Director

Compensation paid (in million)
1. Maithreyi Swaminathan1 2.45
2. Balaji Viswanathan Swaminathan2 2.33
3. Kottamasu Venkateswara Rao3 2.21
4. Prashant Parashar4 2.17

1Includes: (i) sitting fees of 0.60 million; and (ii) commission of 1.85 million. 2Includes: (i) sitting fees of 0.48 million; and (ii) commission of 1.85 million.

3 Includes: (i) sitting fees of 0.36 million; and (ii) commission of 1.85 million.

4Includes: (i) sitting fees of 0.32 million; and (ii) commission of 1.85 million.

Other than our Non-executive Independent Directors, none of our Non-Executive Directors are entitled to receive any remuneration or compensation (including sitting fees or commission) from our Company. None of our Non-Executive Directors were paid any remuneration or compensation by our Company in Financial Year 2026.

Remuneration paid or payable to our Directors by our Subsidiaries

Other than Maithreyi Swaminathan, one of our Non-Executive Independent Directors, who was an independent director on the board of directors of our Subsidiaries, namely Juniper Green Field, Juniper Green Sigma and Juniper Green Three, and therefore received sitting fees for the meetings of their respective boards of 0.32 million in Financial Year 2026, none of our Directors have received or were entitled to receive any remuneration, sitting fees or commission from our Subsidiaries, including any contingent or deferred compensation accrued for Financial Year 2026.

Bonus or profit-sharing plan for our Directors

Our Company does not have any bonus or profit-sharing plan for our Directors.

Contingent and deferred compensation payable to our Directors

There is no contingent or deferred compensation payable to our Directors, which does not form part of their remuneration.

Shareholding of our Directors in our Company

Except as disclosed in "Capital Structure - Shareholding of our Directors, Key Managerial Personnel and members of Senior Management in our Company" on page 163, none of our Directors hold any Equity Shares in our Company as on the date of this Red Herring Prospectus. As per our Articles of Association, our Directors are not required to hold any qualification shares.

Service contracts with Directors

None of our Directors have entered into a service contract with our Company pursuant to which they are entitled to any benefits upon termination of employment.

Interest of Directors

All our Directors, except for our Non-Executive Directors may be deemed to be interested to the extent of remuneration or sitting fees, if any, payable to them for attending meetings of our Board or a committee thereof, as well as to the extent of other remuneration and all our Directors except Non-Executive Directors may be deemed to be interested to the extent of reimbursement of expenses, if any, payable to them and as disclosed in "- Terms of appointment of our Directors" and "Other Financial Information Related party transactions" on pages 455 and 604, respectively.

Our Non-Executive Directors may be interested to the extent of Equity Shares, if any, held by them or that may be held or subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees, including pursuant to the Issue and any dividend and other distributions payable in respect of such Equity Shares. Arvind Tiku holds more than 15% of the equity shares of AT Holdings, one of our Corporate Promoters, which is a promoter of our holding company, Juniper Renewable (our other Corporate Promoter) and may accordingly, may be deemed to be interested to the extent of Equity Shares held by Juniper Renewable in our Company. For further details, see "Our Promoters and Promoter Group" on page 471.

Certain of our Directors may be deemed to be interested in the agreements/arrangements entered into or to be entered into by our Company with any company which is promoted by them or in which they are a member or in which they hold directorships or any partnership firm in which they are a partner. See "Summary of Related Party Transactions" on page 98. Arvind Tiku holds more than 15% of the equity shares of AT Holdings, one of our Corporate Promoter, which is a promoter of our holding company, Juniper Renewable (our other Corporate Promoter) and may accordingly, be interested to the extent of the agreements/arrangements entered into or to be entered into by our Company with any company which is promoted by them or in which they are a member or in which they hold directorships or any partnership firm in which they are a partner. For further details, see "Our Promoters and Promoter Group" on page 471.

Interest in promotion or formation of our Company

Except for Arvind Tiku and Hemant Tikoo, who are Individual Promoters of our Company, none of our Directors have an interest in the promotion of our Company, as on the date of this Red Herring Prospectus.

Interest in property

None of our Directors are interested directly or indirectly in any property sold by our Company in the preceding three years or proposed to be sold by our Company.

Interest in acquisition of land, construction of building or supply of machinery, etc.

None of our Directors have any interest in any transaction by our Company for acquisition of land, construction of building, or supply of machinery, etc.

Business interest

Except in the ordinary course of business and as stated in "Other Financial Information Related Party Transactions" on page 604, our Directors do not have any other business interest in our Company.

Loans to Directors

As on the date of this Red Herring Prospectus, no outstanding loans have been availed of by our Directors from our Company.

Confirmations

None of our Directors are, or for the five years prior to the date of this Red Herring Prospectus, have been on the board of directors of any listed company whose shares have been/were suspended from being traded on any stock exchange during the term of his/her directorship in such company.

None of our Directors have been or are directors on the board of any listed company which is or has been delisted from any Stock Exchange during the term of their directorship in such companies.

No consideration in cash or shares or otherwise has been paid, or agreed to be paid to any of our Directors, or to the firms or companies in which they are interested as a member by any person either to induce such director to become, or to help such director to qualify as a Director, or otherwise for services rendered by him/her or by the firm or company in which he/she is interested, in connection with the promotion or formation of our Company.

There are no conflicts of interest between the lessors of the Companys immovable properties, (crucial for operations of the Company) and the Directors.

Changes to our Board during the last three years

The changes in our Board during the three years immediately preceding the date of this Red Herring Prospectus are set forth below.

Name of Director

Date of Change

Reasons

Parag Agrawal July 4, 2026(3) Appointment as a Whole-time Director
Sanjay Kumar Bakliwal July 3, 2026 Resignation as a Non-Executive Director
Prashant Parashar June 23, 2025 Appointment as Non-Executive Independent Director
Balaji Viswanathan Swaminathan June 23, 2025 Appointment as Non-Executive Independent Director
Maithreyi Swaminathan June 23, 2025 Appointment as Non-Executive Independent Director
Kottamasu Venkateswara Rao June 23, 2025 Appointment as Non-Executive Independent Director
Parag Agrawal May 29, 2025 Resignation as a Whole-time Director
Arvind Tiku May 29, 2025 Appointment as Chairperson
Naresh Mansukhani April 15, 2025 Resignation as Whole-time Director pursuant to
cessation of employment
Ankush Malik April 30, 2024(2) Appointed as Whole-time Director(1)
Devendra Singh April 29, 2024 Resignation as Director

(1) Appointed as Additional Director and designated as a Whole-time Director by our Board pursuant to a resolution dated April 30, 2024. (2) Regularised by a resolution approved by our Shareholders on September 30, 2024. (3) Appointed by a resolution approved by our Shareholders on July 4, 2026.

Borrowing powers

Pursuant to Sections 179 and 180(1)(c) and other applicable provisions, of the Companies Act 2013 and our Articles of Association, subject to applicable laws and pursuant to the resolution passed by our Board dated May 13, 2025 and the special resolution passed by our Shareholders dated May 22, 2025, our Board has been authorised to borrow any sum or sums of money at its discretion, on such terms and conditions as the Board may deem fit, notwithstanding that the moneys to be borrowed by the Company together with the moneys already borrowed (apart from the temporary loans obtained or to be obtained from the Companys bankers in the ordinary course of business) from banks, financial institutions, mutual funds and/or other persons, firms, bodies corporate, including by way of loans or credit facilities (fund based or non-fund based) or by issue of bonds on such terms and conditions with or without security, may exceed the aggregate of the paid-up capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose) and security premium account of the Company provided that the maximum amount of money so borrowed by the Company and outstanding at any one time shall not exceed 100,000.00 million.

Corporate governance

As on the date of this Red Herring Prospectus, we have eight Directors on our Board, comprising two Whole time Directors, two Non-Executive Directors, and four Non-Executive Independent Directors of which one is a woman Non-Executive Independent Director. In compliance with Section 152 of the Companies Act, 2013, not less than two thirds of the Directors (excluding Non-Executive Independent Directors) are liable to retire by rotation. Our Company is in compliance with the corporate governance norms prescribed under the SEBI Listing Regulations and the Companies Act, 2013 in relation to the composition of our Board and constitution of committees thereof.

Our Company undertakes to take all necessary steps to continue to comply with all the applicable requirements of SEBI Listing Regulations and the Companies Act, 2013.

Committees of the Board of Directors

Our Company has constituted the following Board committees in terms of the SEBI Listing Regulations, and the Companies Act:

(a) Audit Committee;

(b) Nomination and Remuneration Committee; (c) Stakeholders Relationship Committee; (d) Risk Management Committee; and (e) Corporate Social Responsibility Committee.

Audit Committee

The Audit Committee was constituted by a resolution passed by our Board dated June 23, 2025. The Audit Committee is in compliance with Section 177 and other applicable provisions of the Companies Act and Regulation 18 of the SEBI Listing Regulations. The Audit Committee currently comprises of:

S.No. Name of Director

Designation Committee Designation
1. Maithreyi Swaminathan Non-Executive Independent Chairperson
Director
2. Balaji Viswanathan Non-Executive Independent Member
Swaminathan Director
3. Ankush Malik Whole-time Director Member

Terms of reference

The Audit Committee shall be responsible for, among other things, as may be required by applicable laws, the stock exchange(s) from time to time, the following:

Powers of Audit Committee

The powers of the Audit Committee include the following:

(1) to investigate any activity within its terms of reference; (2) to seek information from any employee; (3) to obtain outside legal or other professional advice;

(4) to secure attendance of outsiders with relevant expertise, if it considers necessary; and

(5) such other powers as may be prescribed under the Companies Act and the SEBI Listing Regulations. Role of Audit Committee The role of the Audit Committee include the following:

(1) oversight of financial reporting process and the disclosure of financial information relating to our Company to ensure that the financial statements are correct, sufficient and credible;

(2) recommendation to the Board of Directors for appointment, re-appointment, replacement, remuneration and other terms of appointment of auditors of the Company and the fixation of the audit fee;

(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(4) examining and reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

a. matters required to be included in the directors responsibility statement to be included in the Boards report in terms of clause (c) of sub-Section 3 of Section 134 of the Companies Act, 2013; b. changes, if any, in accounting policies and practices and reasons for the same; c. major accounting entries involving estimates based on the exercise of judgment by management; d. significant adjustments made in the financial statements arising out of audit findings; e. compliance with listing and other legal requirements relating to financial statements; f. disclosure of any related party transactions; and g. modified opinion(s) in the draft audit report.

(5) reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;

(6) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the Board to take up steps in this matter;

(7) reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

(8) approval or any subsequent modification of transactions of the Company with related parties by the independent directors who are members of the Audit Committee;

(9) ratification of transactions of the Company with related parties, as per applicable law;

(10) grant omnibus approval for related party transactions proposed to be entered into by the Company or its subsidiary subject to the following conditions:

i. recommend criteria for omnibus approval including any changes therein after obtaining approval of the Board; ii. make omnibus approval for related party transactions, other than transactions in respect of selling or disposing of the undertaking of the Company, proposed to be entered into by the Company for every Financial Year as per the criteria approved; iii. review of transactions pursuant to omnibus approval; iv. make recommendation to the Board, where Audit Committee does not approve transactions other than the transactions falling under Section 188 of the Companies Act, 2013.

Explanation: The term "related party transactions" shall have the same meaning as provided in Clause

2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.

(11) scrutiny of inter-corporate loans and investments;

(12) valuation of undertakings or assets of the Company, wherever it is necessary;

(13) evaluation of internal financial controls and risk management systems;

(14) reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

(15) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

(16) discussion with internal auditors of any significant findings and follow-up thereon;

(17) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

(18) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

(19) looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

(20) reviewing or overseeing the functioning of the whistle blower mechanism or vigil mechanism established by our Company, with the chairperson of the Audit Committee directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine concerns in appropriate and exceptional cases;

(21) monitoring the end use of funds raised through public offers and related matters;

(22) approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc., of the candidate;

(23) reviewing the utilization of loans and/or advances from/investment by the Company in its subsidiary(/ies) exceeding 1,000 million, or 10% of the asset size of the subsidiary(/ies), whichever is lower including existing loans/ advances/investments;

(24) review the financial statements, in particular, the investments made by any unlisted subsidiary;

(25) considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its Shareholders;

(26) approving the key performance indicators for disclosure in the offer documents, and approval of KPIs once every year, or as may be required under applicable law; and

(27) carrying out any other functions required to be carried out by the Audit Committee as may be decided by the Board and/or as provided under the Companies Act, 2013, the SEBI Listing Regulations or any other applicable law, as and when amended from time to time and as maybe necessary or appropriate for the performance of its duties.

The Audit Committee shall mandatorily review the following information:

(i) management discussion and analysis of financial condition and results of operations; (ii) management letters/ letters of internal control weaknesses issued by the statutory auditors; (iii) internal audit reports relating to internal control weaknesses; (iv) the appointment, removal and terms of remuneration of the chief internal auditor; and (v) statement of deviations in terms of the SEBI Listing Regulations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) where the Equity Shares are proposed to be listed in terms of the SEBI Listing Regulations; (b) annual statement of funds utilised for purposes other than those stated in the offer document/ prospectus/ notice in terms of the SEBI Listing Regulations; (c) such information as may be prescribed under the Companies Act and the SEBI Listing Regulations.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted by a resolution passed by our Board dated June 23, 2025. The composition and terms of reference of the Nomination and Remuneration Committee are in compliance with Section 178 and other applicable provisions of the Companies Act 2013 and Regulation 19 of the SEBI Listing Regulations. The Nomination and Remuneration Committee currently comprises:

S.No. Name of Director

Designation

Committee Designation

1. Maithreyi Swaminathan

Non-Executive Independent Director

Chairperson
2. Hemant Tikoo Non-Executive Director Member

3. Kottamasu Venkateswara Rao

Non-Executive Independent Director

Member

Terms of reference

The Nomination and Remuneration Committee shall be responsible for, among other things, the following:

(1) formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors, a policy relating to the remuneration of the directors, key managerial personnel and other employees ("Remuneration Policy");

(2) for every appointment of an Independent Director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. The person recommended to the Board for appointment as an Independent Director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Nomination and Remuneration Committee may:

(a) use the services of external agencies, if required;

(b) consider candidates from a wide range of backgrounds, having due regard to diversity; and (c) consider the time commitments of the candidates.

(3) formulation of criteria for evaluation of performance of Independent Directors and the Board;

(4) devising a policy on Board diversity;

(5) identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board their appointment and removal and carrying out evaluation of every Directors performance (including Independent Directors);

(6) analysing, monitoring and reviewing various compensation matters;

(7) determining the Companys policy on specific remuneration packages for executive Directors;

(8) whether to extend or continue the term of appointment of the Independent Directors, on the basis of the report of performance evaluation of Independent Directors;

(9) recommending to the board, all remuneration, in whatever form, payable to Senior Management;

(10) to develop a succession plan for the Senior Management and KMPs and to regularly review the plan subject to satisfaction of the Board of Directors;

(11) carrying out any other functions required to be carried out by the Nomination and Remuneration Committee as contained in the Companies Act, 2013, SEBI Listing Regulations or any other applicable law, as and when amended from time to time or as may be delegated by the Board.

(12) the Nomination and Remuneration Committee, while formulating the Remuneration Policy, should ensure that:

(a) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully; (b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

(13) perform such functions as are required to be performed under Regulation 5 and other applicable regulations of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended; and

(14) carrying out any other activities as may be delegated by the Board of Directors of the Company, functions required to be carried out by the Nomination and Remuneration Committee as provided under the Companies Act, 2013, the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted by a resolution passed by our Board dated June 23, 2025 and last re-constituted pursuant to a resolution passed by our Board at its meeting held on July 3, 2026. The composition and terms of reference ofStakeholders Relationship Committee are in compliance with Section 178 and any other applicable law of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations. The

Stakeholders Relationship Committee currently comprises:

S.No. Name of Director

Designation Committee Designation
1. Arvind Tiku Non-Executive Director Chairperson

2. Kottamasu Venkateswara Rao

Non-Executive Independent Director Member
3. Ankush Malik Whole-time Director Member

Terms of Reference

The Stakeholders Relationship Committee shall be responsible for, among other things, as may be required under applicable law, the following:

- considering and looking into various aspects of interest of Shareholders, debenture holders and other security holders;

- resolving the grievances of the security holders of the Company including complaints related to transfer/transmission and allotment of shares or any other securities, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.;

- review of measures taken for effective exercise of voting rights by Shareholders;

- review of adherence to the service standards adopted by the Company in respect of various services being rendered by the registrar and share transfer agent;

- resolving grievances of debenture holders related to creation of charge, payment of interest/principal, maintenance of security cover and any other covenants; and

- review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company; and

- carrying out any other functions required/mandated and/or delegated by the Board to be carried out by the

Stakeholders Relationship Committee as contained in the Companies Act, 2013 or the SEBI Listing

Regulations, listing agreements or any other applicable law, as and when amended from time to time, and performing such other functions as may be necessary or appropriate for the performance of its duties.

Risk Management Committee

The Risk Management Committee was constituted by a resolution of our Board June 23, 2025. The scope and functions of the Risk Management Committee are in compliance with the Regulation 21 of the SEBI Listing Regulations. The Risk Management Committee currently comprises:

S.No. Name of Director

Designation

Committee Designation
1. Maithreyi Swaminathan Non-Executive Independent Chairperson
Director
2. Prashant Parashar Non-Executive Independent Member
Director
3. Parag Agrawal Whole-time Director Member

Terms of reference

The role and responsibilities of the Risk Management Committee include the following:

- To review, assess and formulate the risk management system and policy of the Company from time to time and recommend for an amendment or modification thereof, which shall include:

(a) a framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, environment, social and governance related risks), information, cyber security risks or any other risk as may be determined by the Risk Management Committee;

(b) measures for risk mitigation including systems and processes for internal control of identified risks; and (c) business continuity plan;

- to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

- to monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

- To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity, and recommend for any amendment or modification thereof, as necessary;

- to keep the Board of the Company informed about the nature and content of its discussions, recommendations and actions to be taken;

- to review the appointment, removal and terms of remuneration of the chief risk officer (if any);

- to implement and monitor policies and/or processes for ensuring cyber security;

- to coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board; and

- to undertake any other similar or other functions as may be laid down by Board from time to time and/or as may be required under applicable law, as and when amended from time to time, including the SEBI Listing Regulations, uniform listing agreements and performing such other functions as may be necessary or appropriate for the performance of its duties.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted pursuant to a resolution resolution passed by our Board dated June 23, 2025 and last re-constituted pursuant to a resolution passed by our Board at its meeting held on July 3, 2026. The composition and terms of reference of the Corporate Social Responsibility Committee are in compliance with Section 135 of the Companies Act, 2013. The Corporate Social Responsibility Committee currently comprises:

S.No. Name of Director

Designation Committee Designation
1. Arvind Tiku Non-Executive Director Chairperson
2. Hemant Tikoo Non-Executive Director Member
3. Prashant Parashar Non-Executive Independent Member
Director

Terms of reference:

The Corporate Social Responsibility Committee shall be responsible for, among other things, as may be required by under applicable law, the following:

(a) to formulate and recommend to the Board, a "Corporate Social Responsibility Policy" which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013, and the rules made thereunder, each as amended, monitor the implementation of the same from time to time, and make any revisions therein as and when decided by the Board;

(b) to review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a);

(c) to monitor the Corporate Social Responsibility Policy of the Company from time to time;

(d) to identifying corporate social responsibility policy partners and corporate social responsibility policy programmes;

(e) the Corporate Social Responsibility Committee shall formulate and recommend to the Board, an annual action plan in pursuance of its corporate social responsibility policy, which shall include the following:

i. the list of corporate social responsibility projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Companies Act, 2013; ii. the manner of execution of such projects or programmes as specified in the rules notified under the

Companies Act, 2013; iii. the modalities of utilisation of funds and implementation schedules for the projects or programmes; iv. monitoring and reporting mechanism for the projects or programmes; and v. details of need and impact assessment, if any, for the projects undertaken by the Company.

Provided that the Board may alter such plan at any time during the financial year, as per the recommendation of the Corporate Social Responsibility Committee, based on the reasonable justification to that effect; and

(f) any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board or as may be directed by the Board from time to time and/or as may be required under applicable law, as and when amended from time to time.

Brief Profiles of our Key Managerial Personnel and Senior Management

Key Managerial Personnel

In addition to our Whole-time Director and Chief Executive Officer, Ankush Malik and Whole-time Director and Chief Financial Officer, Parag Agrawal, whose details are disclosed in "- Brief Profiles of our Directors" on page 453, the details of our other Key Managerial Personnel as on the date of this Red Herring Prospectus are set forth below:

Prashant Pandia is the Company Secretary and Compliance Officer of our Company. He has been associated with our Company since November 11, 2018. He is responsible for ensuring secretarial and regulatory compliances of our Company. He has passed the examination for bachelors degree in commerce from the University of Bikaner, Rajasthan, India and passed the examination for bachelors degree in law from the Tagore Public Law College, University of Rajasthan, Rajasthan, India. He has also obtained a postgraduate diploma in management from IIMT, Greater Noida, Uttar Pradesh, India. He was admitted as a fellow member of the Institute of Company Secretaries of India. Prior to joining our Company, he was associated with Orange Renewable Power Private Limited and Manisha Gupta & Associates. He has over 12 years of experience in secretarial and regulatory compliance. In Fiscal 2026, he received an aggregate compensation of 7.00 million.

Senior Managerial Personnel

In addition to our Whole-time Director and Chief Executive Officer, Whole-time Director and Chief Financial Officer and Company Secretary and Compliance Officer, who are also our Key Managerial Personnel and whose details have been disclosed in "- Brief Profiles of our Directors" and "Key Managerial Personnel and Senior

Management Key Managerial Personnel" above, the details of our Senior Management as on the date of this

Red Herring Prospectus are set forth below:

Abhishek Tulsyan is the Senior Vice President Procurement of our Company. He has been associated with our Company since November 1, 2018, and is responsible for end-to-end material procurement, supply chain, vendor management, cost and process analysis and budgeting. He holds a bachelors and masters degree in computer application from Indira Gandhi National Open University, Delhi, India. He also has a masters degree in business administration in logistics and supply chain management from University of Petroleum and Energy Studies, Dehradun, Uttarakhand, India and a post graduate diploma in financial management from Indira Gandhi National Open University, Delhi, India. Prior to joining our Company, he was associated with Orange Renewable Power Private Limited, Azure Power Private Limited, ACME Solar Energy India Private Limited and Denave India Private Limited. In Fiscal 2026, he received an aggregate compensation of 18.48 million including 1.58 million from one of our Subsidiary, Juniper Green Stellar.

Amaresh Pandey is the Vice President Corporate Affairs of our Company. He has been associated with our Company since September 13, 2021 and is responsible for government relations and regulatory affairs, permit and approval, coordinating with central and state government bodies for policies and regulations, cross functional support, stakeholder management. He has passed the examination for bachelors of arts from University of Lucknow, Uttar Pradesh, India and post graduate diploma in business administration from International Institute for Special Education, Lucknow, Uttar Pradesh, India. Prior to joining our Company, he was associated with Siemens Gamesa Renewable Power Private Limited, Reliance Communications Limited, Vodafone Essar Spacetel Limited. In Fiscal 2026, he received an aggregate compensation of 0.63 million and 16.01 million from our Subsidiaries, Juniper Green Cosmic and Juniper Power Five, respectively.

Amit Gupta is the Vice President Power Sales of our Company. He has been associated with our Company since April 10, 2023, and is responsible for power market operations, business development, power trading, policy and regulatory analysis along with power sales optimization. He holds a bachelor of technology degree in electrical engineering from I.I.T.T College of Engineering, Himachal Pradesh University, Himachal Pradesh, India and post graduate diploma in business administration from Symbiosis Centre for Distance Learning Institute, Pune, Maharashtra, India with specialisation in operations management. Prior to joining our Company, he was associated with Statkraft Markets Private Limited, JSW Power Trading Company Limited and North Delhi Power Limited. In Fiscal 2026, he received an aggregate compensation of 16.80 million, including 0.45 million and 1.28 million from our Subsidiaries, Juniper Green Cosmic and Juniper Power Trading, respectively.

Basavaraj P Patil is the Vice President Project Development of our Company. He has been associated with our Company since December 3, 2024 and is responsible for land acquisition, policy, regulatory issues and liaising with government, semi government, local communities for Solar, Wind and Hybrid projects. He holds a bachelor of engineering degree (automobile branch) from Rural Engineering College, Karnatak University, Dharwad, Karnataka, India. Prior to joining our Company, he was associated with JSW Renewable Energy (Vijaynagar) Limited, Sorigin RE Services Private Limited, GE India Industrial Private Limited, Vestas Wind Technology India Private Limited, Orange Mamatkheda Wind Private Limited, Enercon (India) Limited, Kalyani Steels Limited, South India Corporation Private Limited, Mytrah Energy (India) Limited. In Fiscal 2026, he received an aggregate compensation of 6.48 million and 2.00 million from our Subsidiaries, Juniper Green Stellar and Juniper Beam Eight, respectively.

Brijesh Kumar is the Senior General Manager - Engineering of our Company. He has been associated with our Company since November 1, 2018 and is responsible for leading and managing all aspects of design and engineering to deliver high-quality, efficient, and sustainable solar power plants and power substation infrastructure. He holds a bachelor of technology degree in electrical engineering from Janardan Rai Nagar Rajasthan Vidyapeeth University, Udaipur, Rajasthan, India and post graduate diploma in operation management from Indira Gandhi National Open University, Delhi, India and masters of business administration in operations management from Indira Gandhi National Open University, Delhi, India. Prior to joining our Company, he was associated with Orange Suvaan Energy Private Limited, Acme Cleantech Solutions Private Limited and Lloyd Insulations (India) Limited. In Fiscal 2026, he received an aggregate compensation of 13.41 million from one of our Subsidiary, Juniper Green Stellar.

Deepak Katyal is the Executive Vice President Projects Solar of our Company. He has been associated with our Company since November 1, 2023, and is responsible for end-to-end project execution and power evacuation for solar projects across India. He holds a bachelors in engineering/technology degree in electrical engineering from Adesh Institute of Engineering & Technology, Punjab Technical University, Faridkot, Punjab, India. Prior to joining our Company, he was associated with Blue Leaf Energy India LLP, O2 Power Private Limited, ReNew Power Private Limited, Larsen & Toubro Limited, A2Z Maintenance & Engineering Services Limited, Merino Industries Limited and Oswal Woolen Mills Limited. In Fiscal 2026, he received an aggregate compensation of 17.07 million including 1.87 million from one of our Subsidiary, Juniper Green Stellar.

Gaurav Kumar Kalal is the Senior Vice President Project Finance of our Company. He has been associated with our Company since November 1, 2018 and is responsible for project finance, debt financing, term loan, refinancing, structured finance, financial modelling, working capital syndication and funds arrangement. He holds a bachelor of technology degree in electronics and communication engineering from Malaviya National Institute of Technology, Jaipur, Rajasthan, India and a post graduate diploma in management from Indian Institute of Management, Kozhikode, Kerala, India. Prior to joining our Company, he was associated with Orange Mamatkheda Wind Private Limited, Worlds Window Infrastructure and Logistics Private Limited, SBI Capital Markets Limited, IFCI Factors Limited, Escorts Limited and Defence Research and Development Organisation, Government of India. In Fiscal 2026, he received an aggregate compensation of 17.89 million including 0.97 million and 0.68 million from our Subsidiaries, Juniper Green Cosmic and Juniper Green Beta, respectively.

Goutam Samanta is Vice President Technology and has been associated with our Company since June 1, 2019 and is responsible for the technology function with a focus on PV module technology, including module design review, quality assessment, performance optimization, and procurement strategy. He holds a bachelors degree in science (physics) from University of Calcutta, West Bengal, India and masters in science (physics) from Indian Institute of Technology Kharagpur, West Bengal, India. He also holds a masters of technology degree in industrial physics from Indian Institute of Technology Kharagpur, West Bengal, India. Prior to joining our Company, he was associated with Orange Renewable Power Private Limited and Acme Solar Energy Private Limited. In Fiscal 2026, he received an aggregate compensation of 0.99 million, 2.30 million and

10.67 million from our Subsidiaries, Juniper Green Cosmic, Juniper ETA Five and Juniper Green Beta, respectively.

Pavan Kumar Gupta is the General Manager Business Development at our Company. He has been associated with our Company since February 20, 2023 and is responsible for project development, securing connectivity approvals, stakeholder management, coordinating with key stakeholders and nodal agencies. He holds a bachelor of technology degree in electrical engineering from National Institute of Technology, Kurukshetra, Haryana, India and attended the Enel GPG School of Business Development organised by SDA Bocconi School of Management, Milan, Italy. He also holds masters degree in business laws from the National Law School of India University, Bengaluru, Karnataka, India. Prior to joining our Company, he was associated with Enel Green Power India Private Limited. In Fiscal 2026, he received an aggregate compensation of 8.61 million including 0.37 million and 0.26 million from our Subsidiaries, Juniper Green Cosmic and Juniper Green Beta, respectively.

Pratik Poddar is the Senior Vice President Projects Wind of our Company. He has been associated with our Company since April 7, 2022, and is responsible for day-to-day operations of the wind energy business including strategic planning, wind resource management, project development and execution of the wind business of our Company. He holds a bachelor of technology degree in electrical and electronics engineering from National Institute of Technology Calicut, Kozihikode, Kerala, India. Prior to joining our Company, he was associated with Atria Brindavan Power Private Limited, Ostro Energy Private Limited, ENGIE Energy and Services Private Limited and Accenture Services Private Limited. In Fiscal 2026, he received an aggregate compensation of 16.80 million including 1.80 million from one of our Subsidiary, Juniper Green Stellar, respectively.

Arrangements and understanding with major shareholders, customers, suppliers or others

None of the Key Managerial Personnel or Senior Management of our Company have been appointed pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others.

Status of Key Managerial Personnel and Senior Management

Except for Amaresh Pandey, who is an employee of one of our Subsidiaries, Juniper Power Five, Goutam Samanta, who is an employee of one of our Subsidiaries, Juniper Green ETA Five, Basavaraj P Patil, who is an employee of one of our Subsidiaries, Juniper Sigma Eight and Brijesh Kumar, who is an employee of one of our Subsidiaries, Juniper Beta Six, all our Key Managerial Personnel and members of the Senior Management are permanent employees of our Company.

Relationship among Key Managerial Personnel and Senior Management

None of our Key Managerial Personnel and Senior Management are related to each other.

Bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management

Our Company does not have any bonus (excluding individual performance linked incentive for certain of our Senior Management, which is part of their remuneration) or a profit-sharing plan for our Key Managerial Personnel and Senior Management as on the date of this Red Herring Prospectus.

Shareholding of Key Managerial Personnel and Senior Management in our Company

Except as disclosed in "Capital Structure Shareholding of our Directors, Key Managerial Personnel and members of Senior Management in our Company" on page 163, none of our Key Managerial Personnel and Senior Management Personnel hold any Equity Shares in our Company.

Service contracts with Directors and Key Managerial Personnel and Senior Management

Our Company has not entered into any service contracts, pursuant to which its Key Managerial Personnel or Senior Management are entitled to benefits upon termination of employment, except statutory benefits in accordance with the terms of their appointment.

Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management

There is no contingent or deferred compensation payable to our Key Managerial Personnel and Senior Management, which does not form part of their remuneration.

Interest of Key Managerial Personnel and Senior Management

The Key Managerial Personnel and Senior Management of our Company do not have any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business.

Further, our Key Managerial Personnel and members of the Senior Management may be regarded as interested in the Equity Shares held by them. Our Key Managerial Personnel and members of the Senior Management may also be deemed to be interested to the extent of options granted to them under the ESOP 2025. For details, see "Capital Structure Employee Stock Option Scheme" on page164.

Changes in Key Managerial Personnel or Senior Management during the last three years

Except as set forth below, there are no other changes in our Key Managerial Personnel or Senior Management* during the three years immediately preceding the date of this Red Herring Prospectus:

Name

Date of Change

Reasons

Parag Agrawal July 4, 2026 Designated as Whole-time Director and Chief Financial
Officer
Amaresh Pandey April 1, 2026 Designated as Vice President Corporate Affairs
Deepak Katyal April 1, 2026 Designated as Executive Vice President Projects Solar
Ankush Malik May 29, 2025 Designated as Whole-time Director and Chief Executive
Officer
Parag Agrawal May 29, 2025 Appointed as the Chief Financial Officer
Parag Agrawal May 29, 2025 Resignation as a Whole-time Director
Naresh Mansukhani April 15, 2025 Cessation of employment as chief executive officer
Abhishek Tulsyan April 1, 2025 Appointed as Senior Vice President Procurement
Deepak Katyal April 1, 2025 Appointed as Senior Vice President Projects Solar
Pratik Poddar April 1, 2025 Appointed as Senior Vice President Projects Wind
Gaurav Kumar Kalal April 1, 2025 Appointed as Senior Vice President- Project Finance
Amit Gupta April 1, 2025 Appointed as Vice President Power Sales
Pavan Kumar Gupta April 1, 2025 Appointed as General Manager Business Development

*Pursuant to the Board resolution dated June 12, 2025, Abhishek Tulsyan, Deepak Katyal, Pratik Poddar, Gaurav Kumar Kalal, Amit Gupta, Basavaraj P Patil, Amaresh Pandey, Pavan Kumar Gupta, Goutam Samanta and Brijesh Kumar, have been identified as Senior Management as per the requirements specified under SEBI ICDR Regulations.

Employee stock option and stock purchase schemes

Except as disclosed in "Capital Structure Employee Stock Option Scheme" on page 164, as on the date of this Red Herring Prospectus, our Company does not have any employee stock option schemes.

Payment or benefit to Key Managerial Personnel and Senior Management

No non-salary related amount or benefit has been paid or given to any of our Companys officers including our

Directors, Key Managerial Personnel and Senior Management within the two preceding years of this Red Herring Prospectus or is intended to be paid or given, other than in the ordinary course of their employment. For details, see "Capital Structure Notes to capital structure Equity share capital history of our Company" on page 148.

OUR PROMOTERS AND PROMOTER GROUP

Arvind Tiku, Hemant Tikoo, Niharika Tiku, Juniper Renewable Holdings Pte. Ltd. and AT Holdings Pte. Ltd. are the Promoters of our Company. As on the date of this Red Herring Prospectus, Juniper Renewable, along with nominee shareholders (i.e., Suneet Puri, Parag Agrawal, Ankush Malik, Gaurav Kumar Kalal, Amit Gupta and Deepak Katyal) hold an aggregate of 488,989,292 Equity Shares of face value of 10 each, comprising 99.43% of the pre-Issue issued, subscribed and paid-up Equity Share capital of our Company, on a fully diluted basis*. For details of the build-up of Juniper Renewables shareholding in our Company, see "Capital Structure History of build-up of Promoters shareholding in our Company" on page 154.

*The percentage of Equity Share capital on a fully diluted basis, assuming issuance of 2,817,358 Equity Shares resulting upon exercise of vested options under the ESOP 2025.

Details of our Promoters

Corporate Promoters

1. Juniper Renewable Holdings Pte. Ltd.

Corporate Information

Juniper Renewable was incorporated on March 26, 2018, as a private limited company under the laws of the Republic of Singapore with registration number 201810194D. Its registered office is situated at 3, Church Street, #16-04/05, Samsung Hub, Singapore 049 483.

Nature of Business

As on the date of this Red Herring Prospectus, Juniper Renewable is an investment holding company.

There has been no change in business activities of Juniper Renewable from the date of its incorporation.

Shareholding Pattern of Juniper Renewable

As on the date of this Red Herring Prospectus, the equity shares of Juniper Renewable are not listed on any stock exchange.

The shareholding pattern of Juniper Renewable, as on the date of this Red Herring Prospectus, is as follows:

S.No.

Name of shareholder Shareholding (%)
1. AT Holdings Pte. Ltd. 75.01
2. Rosco S.A. 24.99
Total 100.00

Board of directors of Juniper Renewable

The board of directors of Juniper Renewable, as on the date of this Red Herring Prospectus, comprises the following:

S. No. Name of director

Designation
1. Rohit Kumar Gupta Non-Independent Director
2. Nico Albert Maria Derksen Independent Director
3. Simon Robert Hale Independent Director

Promoters of Juniper Renewable

The controlling shareholder of Juniper Renewable is AT Holdings Pte. Ltd.

As on the date of this Red Herring Prospectus, two of our Individual Promoters, Arvind Tiku and Niharika Tiku indirectly hold more than 15% of the shares of Juniper Renewable and no other natural persons hold more than 15% of the shares of Juniper Renewable.

Change in control of Juniper Renewable

There has been no change in the control of Juniper Renewable during the last three years preceding the date of this Red Herring Prospectus.

Our Company confirms that the bank account number, corporate registration number along with the address of the authority where Juniper Renewable is registered have been submitted to the Stock Exchanges at the time of filing of the Draft Red Herring Prospectus.

2. AT Holdings Pte. Ltd.

Corporate Information

AT Holdings was incorporated on June 10, 2011, as a private limited company under the laws of the Republic of Singapore with registration number 201113840C. Its registered office is situated at 3 Church Street, #16-04/05, Samsung Hub, Singapore 049 483.

Nature of Business

As on the date of this Red Herring Prospectus, AT Holdings is an investment and holding company.

There has been no change in the business activities of AT Holdings from the date of its incorporation.

Shareholding Pattern of AT Holdings

As on the date of this Red Herring Prospectus, the equity shares of AT Holdings are not listed on any stock exchange.

The shareholding pattern of AT Holdings, as on the date of this Red Herring Prospectus, is as follows:

Name of shareholder

Shareholding (%)
Sai Trust Management Pte. Ltd. 100.00

Total

100.00

Board of directors of AT Holdings

The board of directors of AT Holdings, as on the date of this Red Herring Prospectus, comprises the following:

Sr. No. Name of director

Designation
1. Swaminathan Balaji Viswanathan Independent Director
2. Hywel AP John Phillip Non-Independent Director
4. Nico Albert Maria Derksen Independent Director
5. Chua Tian Chu Independent Director

Promoters of AT Holdings

The controlling shareholder of AT Holdings is Sai Trust Management Pte. Ltd.

As on date of this Red Herring Prospectus, two of our Individual Promoters, Arvind Tiku and Niharika Tiku indirectly hold more than 15% of the shares of AT Holdings and no other natural persons hold more than 15% of the shares of AT Holdings.

Change in control of AT Holdings

There has been no change in the control of AT Holdings during the last three years preceding the date of this Red Herring Prospectus.

Our Company confirms that the bank account number, corporate registration number along with the address of the authority where AT Holdings is registered have been submitted to the Stock Exchanges at the time of filing of the Draft Red Herring Prospectus.

Individual Promoters

Arvind Tiku

Arvind Tiku, born on February 22, 1970, aged 56 years, is one of the Individual Promoters and is the Chairperson and Non-Executive Director of our Company. He is currently a resident of Singapore. For the complete profile of Arvind Tiku, along with the details of his residential address, educational qualifications, experience in the business/employment, positions/posts held in the past, other directorships, other ventures, special achievements, his business and financial activities, see "Our

Management" on page 451.

The permanent account number of Arvind Tiku is AONPT3527L.

Niharika Tiku

Niharika Tiku, born on February 10, 1970, aged 56 years, is one of the Individual Promoters of our Company. She currently resides at 7, Anthony Road, #19-27 Orchard Scotts, Singapore 229 955. She holds a bachelors degree in computer systems engineering and a masters of science degree in engineering from the Kazakh National Technical University.

The permanent account number of Niharika Tiku is COBPT7316H.

Hemant Tikoo

Hemant Tikoo, born on November 12, 1976, aged 49 years, is one of the Individual Promoters and a Non-Executive Director of our Company. He is currently a resident of Singapore. For the complete profile of Hemant Tikoo, along with the details of his residential address, educational qualification, experience in the business/employment, positions/posts held in the past, other directorships, other ventures, special achievements, his business and financial activities, see "Our Management" on page 451.

The permanent account number of Hemant Tikoo is ACDPT9343E.

Our Company confirms that the permanent account numbers, bank account numbers, Aadhar card numbers, driving license numbers and passport numbers of our Individual Promoters have been submitted to the Stock Exchanges at the time of filing of the Draft Red Herring Prospectus. As on date of this Red Herring Prospectus, Hemant Tikoo does not possess a driving license.

Other ventures of our Promoters

Other than as disclosed in the sections "Our Management Brief profiles of our Directors" and "- Entities forming part of the Promoter Group (excluding Subsidiaries)", on pages 453 and 479, respectively, our Promoters are not involved in any other ventures.

Change in the control of our Company

There has been no change in the control of our Company in the last five years preceding the date of this Red Herring Prospectus.

Pursuant to a resolution passed by the Board of Directors dated June 23, 2025, Arvind Tiku, Hemant Tikoo, Niharika Tiku, Juniper Renewable and AT Holdings have been identified as our Promoters. Accordingly, as on the date of this Red Herring Prospectus, our Company has five Promoters.

Interest of our Promoters

i. Our Promoters are interested in our Company to the extent (i) that they have promoted our Company; and (ii) their respective shareholding (direct and indirect) in our Company, and any dividends or any other distributions payable in respect thereof, as applicable; and (iii) any directorships that they may hold in our Company and our Subsidiaries, and to the extent of remuneration payable to them in this regard. For details regarding the shareholding of our Promoters and other interests in our Company, see "Capital Structure History of build-up of Promoters shareholding in our Company" and "Our Management

Interest of Directors" on pages 154 and 456.

ii. Our Promoters have no interest in any property acquired by our Company in the three years preceding the date of this Red Herring Prospectus or any interest in any property proposed to be acquired by our Company.

iii. Our Individual Promoters, Arvind Tiku and Hemant Tikoo, who are Directors of our Company, may be deemed to be interested to the extent of their respective service considerations, benefits and reimbursement of expenses, payable to them. For further details, see "Our Management - Interest of Directors" and "Other Financial Information - Related party transactions" on pages 456 and 604, respectively.

iv. Our Promoters have no interest in any property acquired by our Company during the three years preceding the date of this Red Herring Prospectus, or proposed to be acquired, or in any transaction by our Company for acquisition of land, construction of building or supply of machinery.

v. Other than as disclosed in "Our Management - Interest of Directors" and "History and Certain Corporate Matters - Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years", on pages 456 and 403, respectively, our Promoters do not have any interest in the contracts, agreements/ arrangements entered into or to be entered into by our Company with any company which is promoted by them or in which they are a member. For further details, see "Other Financial Information - Related party transactions" on page 604, respectively.

vi. No sums have been paid or agreed to be paid to our Promoters or to the firms or companies in which our

Promoters are interested as members in cash or shares or otherwise by any person, either to induce them to become or to qualify them as directors or otherwise for services rendered by such Promoters or by such firms or companies in connection with the promotion or formation of our Company.

vii. Our Individual Promoters, Arvind Tiku and Hemant Tikoo are also directors on the boards, or members of certain entities forming part of the Promoter Group and may be deemed to be interested to the extent of the payments made by our Company, if any, to such entities forming part of the Promoter Group.

viii. There are no conflicts of interest between the suppliers of raw materials and third-party service providers, who are crucial for the operations of our Company, and our Promoters and members of our Promoter Group. Further, there are no conflicts of interest between the lessor of the immovable properties who are crucial for operations of our Company and our Promoters and members of our Promoter Group.

Payment or benefits to our Promoters or the members of our Promoter Group

Except in the ordinary course of business and as disclosed in "Other Financial Information - Related party transactions" on page 604, respectively, no amount or benefits have been paid or given to our Promoters or the members of the Promoter Group during the two years preceding the date of this Red Herring Prospectus nor is there any intention to pay or give any amount or benefit to our Promoters or the members of our Promoter Group.

Material guarantees given by our Promoters to third parties with respect to Equity Shares

As on the date of this Red Herring Prospectus, our Promoters have not given any material guarantees to any third party with respect to the Equity Shares.

Companies or firms with which our Promoters have disassociated in the last three years

Except as disclosed below, our Promoters have not disassociated themselves from any company or firm in the three years immediately preceding the date of this Red Herring Prospectus.

Name of Promoter

Name of company or firm from which Promoters have disassociated

Nature of Association

Date of disassociation

Reasons and circumstances leading to disassociation

AT Holdings Pte. Ltd. AT Holdings Europe BV Experion Hospitatlity (Tamil Nadu) Private Limited Shareholder Shareholder September 5, 2023 December 13, 2024 Sale of non-core business Sale of non-core business
Experion Supermarket Invest BV Shareholder December 31, 2024 Liquidated following sale of asset to third party
Experion under the Hill BV Shareholder February 19, 2025 Liquidated following sale of asset to third party
Parking under the Hill BV Shareholder December 1, 2023 Liquidated following sale of asset to third party
Parking under the Hill Beheer BV Shareholder December 31, 2023 Liquidated following sale of asset to third party
Hilltop Living BV Shareholder March 31, 2024 Liquidated following sale of asset to third party
Working on the Hill BV Shareholder March 31, 2024 Liquidated following sale of asset to third party
Hillside Entertainment BV Shareholder March 31, 2024 Liquidated following sale of asset to third party
Shopping on the Hill BV Shareholder March 31, 2024 Liquidated following sale of asset to third party
Mountain Redevelopment BV Shareholder March 31, 2024 Liquidated following sale of asset to third party
Middle of the Mountain BV Bajes Kwartier Ontwikkeling D C.V. Shareholder Shareholder March 31, 2024 December 31, 2024 Liquidated following sale of asset to third party Dormant company
Kwazul Investments Pte. Ltd. Shareholder June 4, 2025 Dissolution of the company
Tigris Investments Pte. Ltd. Shareholder June 4, 2025 Dissolution of the company
Experion Hospitality (Maharashtra) Private Limited Shareholder November 18, 2025 Sale of non-core business
Dalian Star Land Property Co., Ltd. Shareholder February 4, 2026 Sale of non-core business
Dalian Star Bright Property Co., Ltd. Shareholder February 4, 2026 Sale of non-core business
Dalian Star Shine Property Co., Ltd. Shareholder February 4, 2026 Sale of non-core business
GC Cayman Holding 1A Corp Shareholder February 4, 2026 Sale of non-core business
GCPF HongKong Shareholder February 4, 2026 Sale of non-core
Holding 1 Limited business
Breda Office Invest Shareholder March 31, 2026 Sale of non-core
Cooperative U A business
ATSC Cayman Holdco Limited Shareholder February 5, 2026 Company moved under Jonquil Group Ltd.
Experion Developers Private Limited Singapore Branch Shareholder May 26, 2026 Liquidation of company
Feteasca SPZOO Shareholder May 26, 2026 Liquidation of company
Orbit Investments Ltd Shareholder May 15, 2026 Dissolution of the company
Arvind Tiku Sun Drilling Pte. Ltd. Shareholder August 15, 2023 Sale of non-core business
Sai Trust Holdings Limited Director and Member October 5, 2024 Dissolution of the company
AT Holdings Europe BV Shareholder September 5, 2023 Sale of non-core business
Experion Hospitality (Tamil Nadu) Private Limited Shareholder December 13, 2024 Sale of non-core business
Experion Supermarket Invest BV Shareholder December 31, 2024 Sale of non-core business
Experion under the Hill BV Shareholder February 19, 2025 Sale of non-core business
Parking under the Hill BV Shareholder December 1, 2023 Sale of non-core business
Parking under the Hill Beheer BV Shareholder December 31, 2023 Sale of non-core business
Hilltop Living BV Shareholder March 31, 2024 Sale of non-core business
Working on the Hill BV Shareholder March 31, 2024 Sale of non-core business
Hillside Entertainment BV Shareholder March 31, 2024 Sale of non-core business
Shopping on the Hill BV Shareholder March 31, 2024 Sale of non-core business
Mountain Redevelopment BV Shareholder March 31, 2024 Sale of non-core business
Middle of the Mountain BV Shareholder March 31, 2024 Sale of non-core business
Kwazul Investments Pte. Ltd. Shareholder June 4, 2025 Dissolution of the company
Bajes Kwartier Ontwikkeling D C.V. Shareholder December 31, 2024 Dormant Company
Experion Hospitality (Maharashtra) Private Limited Shareholder November 18, 2025 Sale of non-core business
Dalian Star Land Shareholder February 4, 2026 Sale of non-core
Property Co., Ltd. business
Dalian Star Bright Shareholder February 4, 2026 Sale of non-core
Property Co., Ltd. business
Dalian Star Shine Shareholder February 4, 2026 Sale of non-core
Property Co., Ltd. business
GC Cayman Holding Shareholder February 4, 2026 Sale of non-core
1A Corp business
GCPF HongKong Shareholder February 4, 2026 Sale of non-core
Holding 1 Limited business
Breda Office Invest Shareholder March 31, 2026 Sale of non-core
Cooperative U A business
ATSC Cayman Holdco Limited Shareholder July 15, 2026 Company liquidated as no business operations
Orbit Investments Ltd Shareholder May 15, 2026 Dissolution of the company
Tigris Investments Shareholder June 4, 2025 Dissolution of the
Pte. Ltd. company
Experion Developers Shareholder May 26, 2026 Liquidation of
Private Limited company
Singapore Branch
Feteasca SPZOO Shareholder May 26, 2026 Liquidation of
company
Hemant Tikoo Sai Trust Holdings Director October 5, 2024 Dissolution of the
Limited company
Land Mark Dwellers Shareholder June 30, 2025 Company moved
Private Limited under Experion group
Landmark Infracon Company moved
Private Limited Shareholder June 30, 2025 under Experion group
Experion Consultancy Sale of non-core
LLP Partner May 10, 2023 business
Shirdi Sai Worship Centre Ltd. Director August 17, 2023 Restructuring of board of directors
Niharika Tiku Sai Trust Holdings Limited Member November 3, 2023 Liquidation of the company
AT Holdings Europe BV Shareholder September 5, 2023 Sale of non-core business
Experion Hospitality (Tamil Nadu) Private Limited Shareholder December 13, 2024 Sale of non-core business
Experion Supermarket Invest BV Shareholder December 31, 2024 Sale of non-core business
Experion under the Hill BV Shareholder February 19, 2025 Sale of non-core business
Parking under the Hill Shareholder December 1, 2023 Sale of non-core
BV business
Parking under the Hill Shareholder December 31, 2023 Sale of non-core
Beheer BV business
Hilltop Living BV Shareholder March 31, 2024 Sale of non-core
business
Working on the Hill Shareholder March 31, 2024 Sale of non-core
BV business
Hillside Shareholder March 31, 2024 Sale of non-core
Entertainment BV business
Shopping on the Hill Shareholder March 31, 2024 Sale of non-core
BV business
Mountain Shareholder March 31, 2024 Sale of non-core
Redevelopment BV business
Middle of the Shareholder March 31, 2024 Sale of non-core
Mountain BV business
Kwazul Investments Shareholder June 4, 2025 Dissolution of the
Pte. Ltd. company
Experion Developers Shareholder May 26, 2026 Liquidation of
Private Limited company
Singapore Branch
Bajes Kwartier Shareholder December 31, 2024 Dormant Company
Ontwikkeling D C.V.
Experion Hospitality (Maharashtra) Private Limited Shareholder November 18, 2025 Sale of non-core business
Dalian Star Land Shareholder February 4, 2026 Sale of non-core
Property Co., Ltd. business
Dalian Star Bright Shareholder February 4, 2026 Sale of non-core
Property Co., Ltd. business
Dalian Star Shine Shareholder February 4, 2026 Sale of non-core
Property Co., Ltd. business
GC Cayman Holding Shareholder February 4, 2026 Sale of non-core
1A Corp business
GCPF HongKong Shareholder February 4, 2026 Sale of non-core
Holding 1 Limited business
Breda Office Invest Shareholder March 31, 2026 Sale of non-core
Cooperative U A business
ATSC Cayman Shareholder February 5, 2026 Company moved
Holdco Limited under Jonquil
Orbit Investments Ltd Shareholder May 15, 2026 Company liquidated as no business operations
Feteasca SPZOO Shareholder May 26, 2026 Company liquidated as no business operations
Tigris Investments Pte. Ltd. Shareholder June 4, 2025 Dissolution of the company

Common Pursuits

Our Promoters do not have any interest in any other firms or ventures that are involved in activities in the same line of business as our Company.

Promoter Group

Natural persons forming part of the Promoter Group

Name of Promoter

Name of relative Relationship
Lalita Tikoo Mother
Chaman Lal Tikoo Father
Niharika Tiku Wife
Shivam Tiku Son
Ayush Tiku Son

Arvind Tiku

Hemant Tikoo Brother
Vaneeta Kaul Sister
Chandra Misra Spouses mother
Tribhuvan Nath Misra Spouses father
Mayank Misra Spouses brother
Sarika Khurana Spouses sister
Chandra Misra Mother
Tribhuvan Nath Misra Father
Arvind Tiku Husband
Shivam Tiku Son
Ayush Tiku Son

Niharika Tiku

Mayank Misra Brother
Sarika Khurana Sister
Lalita Tikoo Spouses mother
Chaman Lal Tikoo Spouses father
Hemant Tikoo Spouses brother
Vaneeta Kaul Spouses sister
Lalita Tikoo Mother
Chaman Lal Tikoo Father

Hemant Tikoo

Vani Tikoo Spouse
Akshara Tikoo Daughter
Arvind Tiku Brother

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