Powerica Ltd IPO
Status: Upcoming
Overview
IPO date
24 Mar 2026 to 27 Mar 2026
Face value
₹ 0 per share
Price
₹ 375 to ₹395 per share
Issue Size
27,848,102 shares
(aggregating up to ₹ 1100 Cr)
(aggregating up to ₹ 1100 Cr)
Allotment Date
30 Mar 2026
Listing at
NSE
Issue type
Book Building
Sector
Capital Goods - Electrical Equipment
Objectives of Powerica Ltd IPO
Powerica Ltd IPO Strategy
About Powerica Ltd
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Strengths vs Risks of Powerica Ltd
Know the pros & cons
Strengths
Established position in the generator set market.- Collaborations and alliances with established industry players.
- Strong technical and execution capabilities.
- Experienced and proven management team.
- Balanced business portfolio with strong financial performance.
Risks
- The company is significantly dependent on its Generator Set Business, which contributed 85.00%, 86.30%, and 82.79% of the company's revenue from operations in Fiscals 2025, 2024 and 2023, respectively. Any negative developments affecting the company's Generator Set Business could have a material adverse impact on its business, financial condition, results of operations and prospects.
- The company relies on its business collaborations, including with Cummins for engines and alternators for the company's DG sets. Revenue from sale of DG sets powered by Cummins engines accounted for 70.39%, 71.04% and 56.77% of its revenue from operations for Fiscals 2025, 2024 and 2023, respectively. Similarly, the company relies on Hyundai for the supply of MSLG sets. Any supply disruption from such partners could adversely impact the company's business and results of operations.
- The independent power producer ("IPP") operations in our Wind Power Business which contributed 7.56%, 9.90% and 8.76% of the company's total revenue from operations for Fiscals 2025, 2024 and 2023, respectively, rely on key relationships with OEMs to facilitate supply of components and effective O&M services across most of its Operational Wind Power Projects, as well as for future IPP developments. Any deterioration in these relationships, or performance or financial failure of our OEMs, could adversely affect the company's business, results of operations, and financial condition.
- The company has historically relied, and may continue to relies, on Cummins India and the company's top five suppliers for a significant portion of its materials and components. If these key suppliers fails to deliver the required quantities, meet delivery schedules, or adhere to specified quality standards or technical specifications, the company's business operations and financial condition could be adversely affected.
- The company is dependents on its power purchase agreements ("PPAs") to sell power and generate the company's revenue from operations. Furthermore, the terms of our PPAs may expose us to certain risks that may affect its future results of operations and cash flows.
- Some of the land lease agreements for the company's wind power projects have shorter terms than the corresponding power purchase agreements ("PPAs") entered into for the respective projects. The expiry and non-renewal of such land lease agreements prior to the end of the relevant PPA could potentially result in the premature termination of the corresponding PPA, which may have a material adverse effect on its business, cash flows, financial condition and results of operations.
- The performance of the company's Operational Wind Power Projects is significantly affected by seasonality, regulatory requirements, and environmental and physical conditions, all of which are subject to variability and unpredictability. Any adverse changes to these may negatively impact its business, financial condition, results of operations, and cash flows.
- The company is exposed to credit risk from its customers and the recoverability of the company's trade receivables is subject to uncertainties. Delays or defaults in payment by the customers could adversely affect its business, results of operations, financial condition and cash flows.
- The company's Generator Set Business is heavily dependent on the performance of the diesel generator set market in southern India and western India, particularly the markets in the states of Maharashtra, Karnataka, Tamil Nadu and Kerala, and any adverse changes in the conditions affecting these markets could adversely affect its business, results of operations and financial condition.
- If power evacuation facilities are not made available by the time the company's IPP power projects are ready to commence operations, the company may incur significant transmission costs or may be forced to back down from the grid, and its operations could be adversely affected.
- Operational and technical difficulties may lead to reduced power generation below the company's expectations. Repairing any failure could necessitate significant capital and resource expenditure, potentially having a material adverse effect on its business, cash flows, financial condition, and results of operations.
- One of the company's Independent Directors, Maheswar Sahu, is on the board of directors of a company whose securities have been suspended from trading on the Stock Exchanges.
- Adoption, implementation and enforcement of increasingly stringent emission and noise standards could adversely affect the company's business, results of operations and financial condition.
- Demand for the company's DG sets is significantly dependent upon unpredictable power outage events, seasonality and other events beyond our control that can lead to substantial variations in, and uncertainties regarding, the company's financial results from period to period.
- The company's Wind Power Business is capital intensive, with significant ongoing investment required for the development, expansion, and maintenance of wind power projects. The company has estimated its expenditure based on current market conditions; however, actual costs may exceed these estimates due to factors such as rising input and commodity prices, higher costs or delays in securing rights of way for transmission lines and access roads, or unanticipated project delays. Such increases may affect the timing of financial closure and commissioning of the company's projects, and may necessitate securing additional financing.
- The IPP portfolio under the company's Wind Power Business is concentrated in Gujarat, exposing the company to disruptions and risks resulting from conditions that may be specific to this region.
- The company's operations involve activities and materials which are hazardous in nature and could result in a suspension of operations, injury to the company's personnel, emission of pollutants and/or the imposition of civil or criminal liabilities which could adversely affect its business, results of operations, cash flow and financial condition.
- The company is exposed to significant risks from fixed price contracts in the company's Wind Power Business that could cause the company to incur losses and affect its results of operations.
- Any disruption affecting the company's manufacturing facilities or Operational Wind Power Projects could have an adverse effect on its business, results of operations and financial condition.
- Challenges in scaling up the company's Wind Power Business operations and managing its joint arrangements with global players such as Vestas Wind Technology India Private Limited ("Vestas") and GE Renewable R&D India Private Limited ("GERI"), a member of the GE Vernova Group could negatively impact the company's operations, financial condition, and growth objectives.
- The viability of the company's Wind Power Business is partially dependent on the cost of wind-generated electricity as compared to electricity generated from other sources of energy.
- The company's acquisition or possession of land for its own wind power projects or for joint development with OEMs may be subject to uncertainties and defects.
- The company is required to comply with certain restrictive covenants under the company's financing agreements. Any non-compliance may lead to, amongst others, accelerated repayment schedule and suspension of further drawdowns, which may adversely affect its business, results of operations, financial condition and cash flows.
- The company has availed certain unsecured borrowings which are repayable on demand.
- Certain of the company's corporate records including form filings to RoC, board and shareholders' resolutions and challans in relation to RoC forms are not traceable. Additionally, the company is also unable to trace certain share transfer forms in relation to transfer of shares to/from our Promoters in the company's corporate records.
- The company faces high competition from conventional and other clean energy producers and any failures to respond to market changes in the power backup or renewable energy industry could adversely affect the company's business, cash flows, financial condition and results of operations.
- There have been discrepancies and delays with respect to certain regulatory filings and corporate actions taken by the Company. Consequently, the company may be subject to regulatory actions and penalties for such delays and its business, financial condition and reputation may be adversely affected.
- The does not have certain documents evidencing the educational qualifications of one of the company's Directors in the section entitled "the company's Management" beginning on page 283 of this Draft Red Herring Prospectus.
- The ability to deliver electricity generated by its wind power projects to the various counterparties requires the availability of and access to evacuation infrastructure and transmission systems. Non-availability of or damage to the evacuation infrastructure may impair the company's ability to deliver electricity generated from its project, which could materially and adversely affect the company's business, cash flows, financial condition and results of operations.
- The company's Wind Power Business operations require periodic maintenance for which the company engage operation and maintenance (O&M) contractors and incur operation and maintenance (O&M) expenses. Any significant increase in the company's O&M expenses will have a negative impact on its profitability.
- The company is subjects to performance risk from third parties under service and supply contracts. Non-performance, delayed performance, or delivery of defective components by its vendors could have a material adverse effect on the company's business, cash flows, financial condition, and results of operations.
- The company is generally do not have long-term agreements with a majority of its customers or suppliers in the company's Generator Set Business, which exposes the company to risks arising from fluctuating demand and supply relationships. Furthermore, certain of its agreements with key customers in the company's Generator Set Business have onerous terms which could result in termination if breached which in turn could have a material adverse effect on its business, financial condition, results of operations and cash flows.
- The company has experienced significant growth in recent years; however, the company's ability to sustain or effectively manage this growth depends on the successful implementation of its growth strategy. Any failures to implement the company's strategy effectively or to sustain its growth may adversely affect the company's business, results of operations, and financial condition.
- The company is heavily dependents on the performance of the generator sets and wind power industry and the performance of the end-user industries for generator sets. Any adverse changes in the conditions affecting the generator sets and wind power industry or the end-user industries in which its generator sets customers operate can adversely impact the company's business, financial condition, results of operations, cash flows and prospects.
- The company's success depends on our ability to retain and attract qualified Senior Management and other Key Managerial Personnel, and if the company is not able to retain them or recruit additional qualified personnel, the company may be unable to successfully develop the company's business.
- Any delay in payment of statutory dues by the Company in future, may result in the imposition of penalties and in turn may have an adverse effect on the Company's business, result of operations, financial condition and cash flows.
- The construction and operation of wind power projects may face opposition from local communities and other parties, resulting in delays, additional costs, or regulatory hurdles. This could adversely affect its ability to construct, operate, or expand wind power projects, potentially resulting in financial loss and reputational damage.
- Certain of the company's Subsidiaries have incurred losses in the last three fiscals and any similar losses in the future may adversely affect its business, financial condition and cash flows.
- Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit ratings or a poor rating may restrict its access to capital and thereby adversely affect the company's business, financial conditions, cash flows and results of operations.
- Failures to enter into off-take arrangements with respect to the company's wind power projects, in a timely manner and on terms that are commercially acceptable to us, could adversely affect its business, results of operations and financial condition.
- The company's business is dependent on the regulatory and policy environment affecting the renewable energy sector in India. A change in policy that results in the termination of policy benefits or curtailment of renewable energy generation may adversely affect its business.
- Certain agreements may be inadequately stamped, unregistered, or may lack necessary disclosure, which could adversely affect the company's rights and operations.
- Certain of the company's Group Companies and Subsidiaries are engaged in the same or similar line of business as the Company, which may lead to conflicts of interest and increased competition.
- The company may face significant costs, reputational damage and adverse effects on its business and financial condition due to product liability claims.
- Compliance with, and changes in, safety, health and environmental laws and regulations may adversely affect its business, results of operations and financial condition.
- The company may suffer significant construction delays and finance or construction cost increases in excess of our expectations, leading to time and cost overruns, which could have a material adverse effect on its business, cash flows, financial condition and results of operations.
- The company may be unable to identify or secure suitable sites for the development of renewable energy projects, which could adversely affect its growth prospects and business operations.
- There are outstanding litigation proceedings involving the Company, Directors and Promoters. Any adverse outcome in such proceedings may have an adverse impact on the company's reputation, business, financial condition, results of operations and cash flows.
- A majority of Directors on the company's Board do not have prior experience of directorship in any of companies listed on recognized stock exchanges, therefore, they will be able to provide only a limited guidance in relation to the affairs of the Company post listing.
- Changes in the price of wind turbines and other materials due to changes in demand or other factors may cause cost overrun of the company's under-construction projects.
- We require certain approvals and licenses in the ordinary course of business and the failure to obtain or retain such approvals or licenses in a timely manner or at all may adversely affect the company's business, results of operations and financial condition.
- The company Company cannot assure payment of dividends on the Equity Shares in the future as the company may be limited by its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of the company's financing arrangements.
- The company may be subject to unionization, work stoppages or increased labour costs, which could adversely affect the company's business, cash flows and results of operations. The company also have a large number of contract labourers and any disruptions in the supply of such contractual employees could adversely affect its business, results of operations, financial conditions and cash flows.
- An inability to accurately forecast demand or price for the company's products and manage our inventory may adversely affect its business, results of operations, financial condition, and cash flows.
- The loss of accreditation for our manufacturing facilities and operations could damage its reputation, business, results of operations and cash flows.
- The company may not have sufficient insurance coverage to address risks inherent in the company's business operations, which could adversely affect its financial position and reputation.
- The company may not be able to detect or prevent theft, fraud, gross negligence or other misconduct committed by its employees or third parties.
- Changes in technology may render the company's current technologies obsolete or require the company to make substantial capital investments. Failures to respond to current and future technological changes in an effective and timely manner may adversely affect the company's business and results of operations.
- The company's failures to keep its technical knowledge confidential could erode the company's competitive advantage.
- The company's ability to protect its intellectual property and proprietary rights, and risks of infringing on the intellectual property of others, may adversely affect the company's business, financial condition, and results of operations.
- The delay between making significant upfront investments in the company's wind power projects and receiving revenue could materially and adversely affect its business, cash flows, financial condition and results of operations.
- The company is required to provide bank guarantees and performance guarantees under certain contracts which could be encashed leading to a material adverse effect on its business, cash flows, financial condition and results of operations. The company has also provided corporate guarantee to certain debt of its Subsidiaries, which could lead to a material adverse effect on the company's business, cash flows, financial condition and results of operations if invoked.
- Certain of its purchased components for the company's generator business as well as its larger capacity DG sets and MSLG are sourced from foreign countries, exposing the company to additional risks.
- The company's contingent liabilities may have an adverse effect on its financial condition.
- The company's Promoters and Promoter Group will continue to exercise significant influence over its Company after completion of the Offer.
- Certain of its Promoters, Directors, Key Managerial Personnel and members of Senior Management may have interests other than reimbursement of expenses incurred and receipt of remuneration or benefits from the Company and may have interests in entities, which are in businesses similar to the company's and this may result in conflict of interest with us.
- The company has in the past entered into a number of related party transactions and may continue to enter into related party transactions that may involve conflicts of interest.
- Industry information included in this Draft Red Herring Prospectus has been derived from industry reports commissioned by the company, and paid for by the company's for such purpose.
- Any failures to comply with the provisions of the Foreign Exchange Management Act, 1999, and related regulations could adversely affect the company's business, financial condition, results of operations, and reputation.
- The company is exposed to, and may be adversely affected by, potential security breaches or other disruptions to its information technology systems and data security.
- An inability to provide adequate customer support and ancillary services may adversely affect the company's relationship with our existing and prospective customers, and in turn its business, results of operations and financial condition.
- If the company is unable to establish and maintain effective internal controls and compliance systems, the company's business and reputation could be adversely affected.
- The Company has prepared financial statements under Indian Accounting Standards. Certain differences exist between Indian Accounting Standards and other accounting guidance
- The company has included certain Non-GAAP Measures, industry metrics and key performance indicators related to its operations and financial performance in this Draft Red Herring Prospectus that are subject to inherent measurement challenges. These Non-GAAP Measures, industry metrics and key performance indicators may not be comparable with financial, or industry-related statistical information of similar nomenclature computed and presented by other companies. Such supplemental financial and operational information is therefore of limited utility as an analytical tool for investors and there can be no assurance that there will not be any issues or such tools will be accurate going forward.
- The company's funding requirements and deployment of the Net Proceeds of the Offer are based on management estimates and have not been independently appraised. Further, any variation in the utilization of its Net Proceeds as disclosed in this Draft Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders' approval.
- Restrictions on solar equipment imports, and other factors affecting the price or availability of solar equipment, may increase the company's implementation costs for its proposed solar projects as part of our Pipeline Projects.
- The proceeds from the Offer for Sale will be paid to the Promoter Selling Shareholders and we will not receive any proceeds from the Offer for Sale.
- The average cost of acquisition of Equity Shares by the company's Promoters may be less than the Offer Price.
- We are significantly dependent on our Generator Set Business, which contributed 80.50%, 85.00%, 86.30%, and 82.79% of our revenue from operations for the six month period ended September 30, 2025, and Fiscals 2025, 2024 and 2023, respectively. Any negative developments affecting our Generator Set Business could have a material adverse impact on our business, financial condition, results of operations and prospects.
- We rely on our business collaborations, including with Cummins for engines and alternators for our DG sets. Revenue from sale of DG sets powered by Cummins engines accounted for 63.60%, 70.39%, 71.04% and 56.77% of our revenue from operations for the six month period ended September 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. Similarly, we rely on Hyundai for the supply of MSLG sets. Any supply disruption from such partners could adversely impact our business and results of operations.
- The independent power producer ("IPP") operations in our Wind Power Business which contributed 8.57%, 7.56%, 9.90% and 8.76% of our total revenue from operations for the six month period ended September 30, 2025 and the Fiscals 2025, 2024 and 2023, respectively, rely on key relationships with OEMs to facilitate supply of components and effective O&M services across most of our Operational Wind Power Projects, as well as for future IPP developments. Any deterioration in these relationships, or performance or financial failure of our OEMs, could adversely affect our business, results of operations, and financial condition.
- One of our Independent Directors, Maheswar Sahu, is on the board of directors of a company whose securities have been suspended from trading on the Stock Exchanges.
- Our Company, some of our Promoters and Directors have been impleaded in a civil suit, where the relief sought inter-alia pertains to the family arrangement agreement and equity shares of our Company. Any adverse order passed by the court in relation to this matter could impact the value of our Equity Shares and our business and results of operations.
- We have historically relied, and may continue to rely, on Cummins India and our top five suppliers for a significant portion of our materials and components. If these key suppliers fail to deliver the required quantities, meet delivery schedules, or adhere to specified quality standards or technical specifications, our business operations and financial condition could be adversely affected.
- We are dependent on our power purchase agreements ("PPAs") to sell power and generate our revenue from operations. Furthermore, the terms of our PPAs may expose us to certain risks that may affect our future results of operations and cash flows.
- Some of the land lease agreements for our wind power projects have shorter terms than the corresponding power purchase agreements ("PPAs") entered into for the respective projects. The expiry and non-renewal of such land lease agreements prior to the end of the relevant PPA could potentially result in the premature termination of the corresponding PPA, which may have a material adverse effect on our business, cash flows, financial condition and results of operations.
- We are required to comply with certain restrictive covenants under our financing agreements. Any non-compliance may lead to, amongst others, accelerated repayment schedule and suspension of further drawdowns, which may adversely affect our business, results of operations, financial condition and cash flows.
- We generally do not have long-term agreements with a majority of our customers or suppliers in our Generator Set Business, which exposes us to risks arising from fluctuating demand and supply relationships. Furthermore, certain of our agreements with key customers in our Generator Set Business have onerous terms which could result in termination if breached which in turn could have a material adverse effect on our business, financial condition, results of operations and cash flows.
- We are exposed to credit risk from our customers and the recoverability of our trade receivables is subject to uncertainties. Delays or defaults in payment by the customers could adversely affect our business, results of operations, financial condition and cash flows.
- The performance of our Operational Wind Power Projects is significantly affected by seasonality, regulatory requirements, and environmental and physical conditions, all of which are subject to variability and unpredictability. Any adverse changes to these may negatively impact our business, financial condition, results of operations, and cash flows.
- We have availed certain unsecured borrowings which are repayable on demand.
- Certain of our Subsidiaries have incurred losses in the six month period ended September 30, 2025 and in the last three fiscals, and any similar losses in the future may adversely affect our business, financial condition and cash flows.
- Certain agreements may be inadequately stamped, unregistered, or may lack necessary disclosure, which could adversely affect our rights and operations.
- Operational and technical difficulties may lead to reduced power generation below our expectations. Repairing any failure could necessitate significant capital and resource expenditure, potentially having a material adverse effect on our business, cash flows, financial condition, and results of operations.
- If power evacuation facilities are not made available by the time our IPP power projects are ready to commence operations, we may incur significant transmission costs or may be forced to back down from the grid, and our operations could be adversely affected.
- Our Generator Set Business is heavily dependent on the performance of the diesel generator set market in southern India and western India, particularly the markets in the states of Maharashtra, Karnataka, Tamil Nadu and Kerala, and any adverse changes in the conditions affecting these markets could adversely affect our business, results of operations and financial condition.
- Adoption, implementation and enforcement of increasingly stringent emission and noise standards could adversely affect our business, results of operations and financial condition.
- We face high competition from conventional and other clean energy producers and any failure to respond to market changes in the power backup or renewable energy industry could adversely affect our business, cash flows, financial condition and results of operations.
- Changes in the price of wind turbines and other materials due to changes in demand or other factors may cause cost overrun of our under-construction projects.
- Demand for our DG sets is significantly dependent upon unpredictable power outage events, seasonality and other events beyond our control that can lead to substantial variations in, and uncertainties regarding, our financial results from period to period.
- Certain of our Group Companies and Subsidiaries are engaged in the same or similar line of business as our Company, which may lead to conflicts of interest and increased competition.
- We are heavily dependent on the performance of the generator sets and wind power industry and the performance of the end-user industries for generator sets. Any adverse changes in the conditions affecting the generator sets and wind power industry or the end-user industries in which our generator sets customers operate can adversely impact our business, financial condition, results of operations, cash flows and prospects.
- The delay between making significant upfront investments in our wind power projects and receiving revenue could materially and adversely affect our business, cash flows, financial condition and results of operations.
- The IPP portfolio under our Wind Power Business is concentrated in Gujarat, exposing us to disruptions and risks resulting from conditions that may be specific to this region.
- Our operations involve activities and materials which are hazardous in nature and could result in a suspension of operations, injury to our personnel, emission of pollutants and/or the imposition of civil or criminal liabilities which could adversely affect our business, results of operations, cash flow and financial condition.
- Our Wind Power Business is capital intensive, with significant ongoing investment required for the development, expansion, and maintenance of wind power projects. We have estimated our expenditure based on current market conditions; however, actual costs may exceed these estimates due to factors such as rising input and commodity prices, higher costs or delays in securing rights of way for transmission lines and access roads, or unanticipated project delays. Such increases may affect the timing of financial closure and commissioning of our projects, and may necessitate securing additional financing.
- Our ability to protect our intellectual property and proprietary rights, and risks of infringing on the intellectual property of others, may adversely affect our business, financial condition, and results of operations.
- We are required to provide bank guarantees and performance guarantees under certain contracts which could be encashed leading to a material adverse effect on our business, cash flows, financial condition and results of operations. We have also provided corporate guarantee to certain debt of our Subsidiaries, which could lead to a material adverse effect on our business, cash flows, financial condition and results of operations if invoked.
- We are exposed to significant risks from fixed price contracts in our Wind Power Business that could cause us to incur losses and affect our results of operations.
- Challenges in scaling up our Wind Power Business operations and managing our joint arrangements with global players such as Vestas Wind Technology India Private Limited ("Vestas") and GE Renewable R&D India Private Limited ("GERI"), a member of the GE Vernova Group could negatively impact our operations, financial condition, and growth objectives.
- The viability of our Wind Power Business is partially dependent on the cost of wind-generated electricity as compared to electricity generated from other sources of energy.
- Any disruption affecting our manufacturing facilities or Operational Wind Power Projects could have an adverse effect on our business, results of operations and financial condition.
- Our acquisition or possession of land for our own wind power projects or for joint development with OEMs may be subject to uncertainties and defects.
- Certain of our corporate records including form filings to RoC, board and shareholders' resolutions and challans in relation to RoC forms are not traceable. Additionally, we are also unable to trace certain share transfer forms in relation to transfer of shares to/from our Promoters in our corporate records.
- There have been discrepancies and delays with respect to certain regulatory filings and corporate actions taken by our Company. Consequently, we may be subject to regulatory actions and penalties for such delays and our business, financial condition and reputation may be adversely affected.
- We do not have certain documents evidencing the educational qualifications of one of our Directors in the section entitled "Our Management" beginning on page 291 of this Red Herring Prospectus.
- The ability to deliver electricity generated by our wind power projects to the various counterparties requires the availability of and access to evacuation infrastructure and transmission systems. Non-availability of or damage to the evacuation infrastructure may impair our ability to deliver electricity generated from our project, which could materially and adversely affect our business, cash flows, financial condition and results of operations.
- Our Wind Power Business operations require periodic maintenance for which we engage operation and maintenance (O&M) contractors and incur operation and maintenance (O&M) expenses. Any significant increase in our O&M expenses will have a negative impact on our profitability.
- We are subject to performance risk from third parties under service and supply contracts. Non-performance, delayed performance, or delivery of defective components by our vendors could have a material adverse effect on our business, cash flows, financial condition, and results of operations.
- We have experienced significant growth in recent years; however, our ability to sustain or effectively manage this growth depends on the successful implementation of our growth strategy. Any failure to implement our strategy effectively or to sustain our growth may adversely affect our business, results of operations, and financial condition.
- Our success depends on our ability to retain and attract qualified Senior Management and other Key Managerial Personnel, and if we are not able to retain them or recruit additional qualified personnel, we may be unable to successfully develop our business.
- Any delay in payment of statutory dues by our Company in future, may result in the imposition of penalties and in turn may have an adverse effect on our Company's business, result of operations, financial condition and cash flows.
- The construction and operation of wind power projects may face opposition from local communities and other parties, resulting in delays, additional costs, or regulatory hurdles. This could adversely affect our ability to construct, operate, or expand wind power projects, potentially resulting in financial loss and reputational damage.
- Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit ratings or a poor rating may restrict our access to capital and thereby adversely affect our business, financial conditions, cash flows and results of operations.
- Failure to enter into off-take arrangements with respect to our wind power projects, in a timely manner and on terms that are commercially acceptable to us, could adversely affect our business, results of operations and financial condition.
- Our business is dependent on the regulatory and policy environment affecting the renewable energy sector in India. A change in policy that results in the termination of policy benefits or curtailment of renewable energy generation may adversely affect our business.
- We may face significant costs, reputational damage and adverse effects on our business and financial condition due to product liability claims.
- Compliance with, and changes in, safety, health and environmental laws and regulations may adversely affect our business, results of operations and financial condition.
- We may suffer significant construction delays and finance or construction cost increases in excess of our expectations, leading to time and cost overruns, which could have a material adverse effect on our business, cash flows, financial condition and results of operations.
- We may be unable to identify or secure suitable sites for the development of renewable energy projects, which could adversely affect our growth prospects and business operations.
- There are outstanding litigation proceedings involving our Company, Directors and Promoters. Any adverse outcome in such proceedings may have an adverse impact on our reputation, business, financial condition, results of operations and cash flows.
- A majority of Directors on our Board do not have prior experience of directorship in any of companies listed on recognized stock exchanges, therefore, they will be able to provide only a limited guidance in relation to the affairs of our Company post listing.
- We require certain approvals and licenses in the ordinary course of business and the failure to obtain or retain such approvals or licenses in a timely manner or at all may adversely affect our business, results of operations and financial condition. Further, certain of our offices are located on premises held by us on leasehold basis. Failure to renew our lease arrangements could adversely affect our business, financial condition, results of operations, cash flows and prospects.
- Our Company cannot assure payment of dividends on the Equity Shares in the future as we may be limited by our earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of our financing arrangements.
- We may be subject to unionization, work stoppages or increased labour costs, which could adversely affect our business, cash flows and results of operations. We also have a large number of contract labourers and any disruptions in the supply of such contractual employees could adversely affect our business, results of operations, financial conditions and cash flows.
- An inability to accurately forecast demand or price for our products and manage our inventory may adversely affect our business, results of operations, financial condition, and cash flows.
- The loss of accreditation for our manufacturing facilities and operations could damage our reputation, business, results of operations and cash flows.
- We may not have sufficient insurance coverage to address risks inherent in our business operations, which could adversely affect our financial position and reputation.
- We may not be able to detect or prevent theft, fraud, gross negligence or other misconduct committed by our employees or third parties.
- Changes in technology may render our current technologies obsolete or require us to make substantial capital investments. Failure to respond to current and future technological changes in an effective and timely manner may adversely affect our business and results of operations.
- Our failure to keep our technical knowledge confidential could erode our competitive advantage.
- Certain of our purchased components for our generator business as well as our larger capacity DG sets and MSLG are sourced from foreign countries, exposing us to additional risks.
- Our contingent liabilities may have an adverse effect on our financial condition.
- Our Promoters and Promoter Group will continue to exercise significant influence over our Company after completion of the Offer.
- Certain of our Promoters, Directors, Key Managerial Personnel and members of Senior Management may have interests other than reimbursement of expenses incurred and receipt of remuneration or benefits from our Company and may have interests in entities, which are in businesses similar to ours and this may result in conflict of interest with us.
- We have in the past entered into a number of related party transactions and may continue to enter into related party transactions that may involve conflicts of interest.
- Industry information included in this Red Herring Prospectus has been derived from industry reports commissioned by us, and paid for by us for such purpose.
- Any failure to comply with the provisions of the Foreign Exchange Management Act, 1999, and related regulations could adversely affect our business, financial condition, results of operations, and reputation.
- We are exposed to, and may be adversely affected by, potential security breaches or other disruptions to our information technology systems and data security.
- An inability to provide adequate customer support and ancillary services may adversely affect our relationship with our existing and prospective customers, and in turn our business, results of operations and financial condition.
- If we are unable to establish and maintain effective internal controls and compliance systems, our business and reputation could be adversely affected.
- Our Company has prepared financial statements under Indian Accounting Standards. Certain differences exist between Indian Accounting Standards and other accounting guidance.
- We have included certain Non-GAAP Measures, industry metrics and key performance indicators related to our operations and financial performance in this Red Herring Prospectus that are subject to inherent measurement challenges. These Non-GAAP Measures, industry metrics and key performance indicators may not be comparable with financial, or industry-related statistical information of similar nomenclature computed and presented by other companies. Such supplemental financial and operational information is therefore of limited utility as an analytical tool for investors and there can be no assurance that there will not be any issues or such tools will be accurate going forward.
- Our funding requirements and deployment of the Net Proceeds of the Offer are based on management estimates and have not been independently appraised. Further, any variation in the utilization of our Net Proceeds as disclosed in this Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders' approval.
- Restrictions on solar equipment imports, and other factors affecting the price or availability of solar equipment, may increase our implementation costs for our proposed solar projects as part of our Pipeline Projects.
- The proceeds from the Offer for Sale will be paid to the Promoter Selling Shareholders and we will not receive any proceeds from the Offer for Sale.
- The average cost of acquisition of Equity Shares by our Promoters may be less than the Offer Price.
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The IPO opens on 24 Mar 2026 & closes on 27 Mar 2026.
Powerica Limited was incorporated as a Private Limited Company with the name 'Consolidated Power Systems Private Limited' on May 4, 1984 issued by the RoC, Maharashtra at Mumbai. The Company subsequently was changed to Powerica Limited and a fresh Certificate of Incorporation dated October 5, 1989, consequent upon change of name and conversion to Public Company was issued by the RoC. The Company business operations are divided into two major verticals, comprising of generator set business and wind power business.
The Company is an end-to-end power solution provider of diesel generator sets, both primary and secondary, and is one of three Original Equipment Manufacturers (OEMs) in India for Cummins India Limited. The Company provide diesel generator solutions by manufacturing, marketing/ supply, installation, testing and commissioning and after-sales servicing and maintenance of diesel generator sets powered by Cummins engines. It provide pre-purchase consultancy, design, engineering, sale, installation, lease, operation and maintenance of medium speed large generator sets (MSLG).
The Company offer these sets in multiples in parallel operations for base load power stations from 3 MW up to 10 MW that can run on diesel and relatively cheaper heavy fuel grades such as heavy fuel oil, low sulphur heavy stock and light diesel oil. It also offer spare parts, O&M, and lease rental of MSLG sets. Apart from these, the Company is into the wind power business, as an Independent Power Producer (IPP) and as Engineering, Procurement and Construction (EPC) developer for other IPPs. It manufacture certain auxiliary systems for diesel generator sets, like acoustic enclosures, fuel and exhaust systems and power and control systems. It own and operate 3 manufacturing facilities that are located at Bengaluru in Karnataka, Khopoli in Maharashtra and Silvassa in Dadra and Nagar Haveli.
The Promoters had been involved in the diesel generator sets business since, 1981. The Company started business of diesel generator set in India in 1984 and MSLG business in 1996. Thereafter, it diversified into wind power business and commissioned first wind power project in 2008, which currently operate 11 wind power projects with an aggregate generation capacity of 203.35 MW in Gujarat and Tamil Nadu. Out of 11 operational wind power projects, 6 wind power projects were purchased as turnkey projects from Vestas, 1 from Wind World India Private Limited and the other 4 wind power projects with an aggregate capacity of 100.6 MW, were completed by their project development team with OEM partner responsible for installation and commissioning of the Wind Turbine Generator (WTG).
The Company signed a Memorandum of Understanding (MoU) with Vestas for joint development of wind farms. It commenced EPC business for own IPP projects in 2012 and for other IPPs in 2014. Since then, it operated wind power projects with aggregate generation capacity of 142.6 MW. the Company had developed balance of plant for wind power projects with aggregate generation capacity of 142.6 MW. In MSLG business, it has been working with Hyundai since April, 2014.
On June 27, 2016 the Company had formed a joint venture with Vestas for development of up to 750 MW of wind power projects. It purchased two MSLG sets from Bharat Heavy Electricals Limited in December 2018. On February 6, 2018, the Company partnered with Vestas for supply, erection and commissioning of WTGs for 150 MW of IPP wind power projects, of which it commissioned 50.6 MW Bhatel Wind Farm in January, 2019.
The Company is planning to come out with an initial public offer by issuing up to 7,618,427 Equity Shares through Offer for Sale.
Powerica Ltd IPO will close on 27 Mar 2026.
- Established position in the generator set market.
- Collaborations and alliances with established industry players.
- Strong technical and execution capabilities.
- Experienced and proven management team.
- Balanced business portfolio with strong financial performance.
| S.No | Promoters Name | Pre Issue Shares | Pre Issue Percentage | Post Issue Shares | Post Issue Percentage |
|---|---|---|---|---|---|
| 1 | Late Naresh Chander Oberoi | 326400 | 0.3 | 326400 | 0.24 |
| 2 | Bharat Oberoi | 551828 | 0.51 | 551828 | 0.4 |
| 3 | Renu Naresh Oberoi | 185348 | 0.17 | 185348 | 0.14 |
| 4 | Jai Ram Oberoi | 4000 | --- | 4000 | --- |
| 5 | Naresh Oberoi Family Trust | 38000000 | 34.92 | 30911393 | 22.62 |
| 6 | Bharat Oberoi Family Trust | 52210200 | 47.98 | 52210200 | 38.2 |
| 7 | Kabir and Kimaya Family Privat | 17536428 | 16.11 | 14498454 | 10.61 |
- The company is significantly dependent on its Generator Set Business, which contributed 85.00%, 86.30%, and 82.79% of the company's revenue from operations in Fiscals 2025, 2024 and 2023, respectively. Any negative developments affecting the company's Generator Set Business could have a material adverse impact on its business, financial condition, results of operations and prospects.
- The company relies on its business collaborations, including with Cummins for engines and alternators for the company's DG sets. Revenue from sale of DG sets powered by Cummins engines accounted for 70.39%, 71.04% and 56.77% of its revenue from operations for Fiscals 2025, 2024 and 2023, respectively. Similarly, the company relies on Hyundai for the supply of MSLG sets. Any supply disruption from such partners could adversely impact the company's business and results of operations.
- The independent power producer ("IPP") operations in our Wind Power Business which contributed 7.56%, 9.90% and 8.76% of the company's total revenue from operations for Fiscals 2025, 2024 and 2023, respectively, rely on key relationships with OEMs to facilitate supply of components and effective O&M services across most of its Operational Wind Power Projects, as well as for future IPP developments. Any deterioration in these relationships, or performance or financial failure of our OEMs, could adversely affect the company's business, results of operations, and financial condition.
- The company has historically relied, and may continue to relies, on Cummins India and the company's top five suppliers for a significant portion of its materials and components. If these key suppliers fails to deliver the required quantities, meet delivery schedules, or adhere to specified quality standards or technical specifications, the company's business operations and financial condition could be adversely affected.
- The company is dependents on its power purchase agreements ("PPAs") to sell power and generate the company's revenue from operations. Furthermore, the terms of our PPAs may expose us to certain risks that may affect its future results of operations and cash flows.
- Some of the land lease agreements for the company's wind power projects have shorter terms than the corresponding power purchase agreements ("PPAs") entered into for the respective projects. The expiry and non-renewal of such land lease agreements prior to the end of the relevant PPA could potentially result in the premature termination of the corresponding PPA, which may have a material adverse effect on its business, cash flows, financial condition and results of operations.
- The performance of the company's Operational Wind Power Projects is significantly affected by seasonality, regulatory requirements, and environmental and physical conditions, all of which are subject to variability and unpredictability. Any adverse changes to these may negatively impact its business, financial condition, results of operations, and cash flows.
- The company is exposed to credit risk from its customers and the recoverability of the company's trade receivables is subject to uncertainties. Delays or defaults in payment by the customers could adversely affect its business, results of operations, financial condition and cash flows.
- The company's Generator Set Business is heavily dependent on the performance of the diesel generator set market in southern India and western India, particularly the markets in the states of Maharashtra, Karnataka, Tamil Nadu and Kerala, and any adverse changes in the conditions affecting these markets could adversely affect its business, results of operations and financial condition.
- If power evacuation facilities are not made available by the time the company's IPP power projects are ready to commence operations, the company may incur significant transmission costs or may be forced to back down from the grid, and its operations could be adversely affected.
- Operational and technical difficulties may lead to reduced power generation below the company's expectations. Repairing any failure could necessitate significant capital and resource expenditure, potentially having a material adverse effect on its business, cash flows, financial condition, and results of operations.
- One of the company's Independent Directors, Maheswar Sahu, is on the board of directors of a company whose securities have been suspended from trading on the Stock Exchanges.
- Adoption, implementation and enforcement of increasingly stringent emission and noise standards could adversely affect the company's business, results of operations and financial condition.
- Demand for the company's DG sets is significantly dependent upon unpredictable power outage events, seasonality and other events beyond our control that can lead to substantial variations in, and uncertainties regarding, the company's financial results from period to period.
- The company's Wind Power Business is capital intensive, with significant ongoing investment required for the development, expansion, and maintenance of wind power projects. The company has estimated its expenditure based on current market conditions; however, actual costs may exceed these estimates due to factors such as rising input and commodity prices, higher costs or delays in securing rights of way for transmission lines and access roads, or unanticipated project delays. Such increases may affect the timing of financial closure and commissioning of the company's projects, and may necessitate securing additional financing.
- The IPP portfolio under the company's Wind Power Business is concentrated in Gujarat, exposing the company to disruptions and risks resulting from conditions that may be specific to this region.
- The company's operations involve activities and materials which are hazardous in nature and could result in a suspension of operations, injury to the company's personnel, emission of pollutants and/or the imposition of civil or criminal liabilities which could adversely affect its business, results of operations, cash flow and financial condition.
- The company is exposed to significant risks from fixed price contracts in the company's Wind Power Business that could cause the company to incur losses and affect its results of operations.
- Any disruption affecting the company's manufacturing facilities or Operational Wind Power Projects could have an adverse effect on its business, results of operations and financial condition.
- Challenges in scaling up the company's Wind Power Business operations and managing its joint arrangements with global players such as Vestas Wind Technology India Private Limited ("Vestas") and GE Renewable R&D India Private Limited ("GERI"), a member of the GE Vernova Group could negatively impact the company's operations, financial condition, and growth objectives.
- The viability of the company's Wind Power Business is partially dependent on the cost of wind-generated electricity as compared to electricity generated from other sources of energy.
- The company's acquisition or possession of land for its own wind power projects or for joint development with OEMs may be subject to uncertainties and defects.
- The company is required to comply with certain restrictive covenants under the company's financing agreements. Any non-compliance may lead to, amongst others, accelerated repayment schedule and suspension of further drawdowns, which may adversely affect its business, results of operations, financial condition and cash flows.
- The company has availed certain unsecured borrowings which are repayable on demand.
- Certain of the company's corporate records including form filings to RoC, board and shareholders' resolutions and challans in relation to RoC forms are not traceable. Additionally, the company is also unable to trace certain share transfer forms in relation to transfer of shares to/from our Promoters in the company's corporate records.
- The company faces high competition from conventional and other clean energy producers and any failures to respond to market changes in the power backup or renewable energy industry could adversely affect the company's business, cash flows, financial condition and results of operations.
- There have been discrepancies and delays with respect to certain regulatory filings and corporate actions taken by the Company. Consequently, the company may be subject to regulatory actions and penalties for such delays and its business, financial condition and reputation may be adversely affected.
- The does not have certain documents evidencing the educational qualifications of one of the company's Directors in the section entitled "the company's Management" beginning on page 283 of this Draft Red Herring Prospectus.
- The ability to deliver electricity generated by its wind power projects to the various counterparties requires the availability of and access to evacuation infrastructure and transmission systems. Non-availability of or damage to the evacuation infrastructure may impair the company's ability to deliver electricity generated from its project, which could materially and adversely affect the company's business, cash flows, financial condition and results of operations.
- The company's Wind Power Business operations require periodic maintenance for which the company engage operation and maintenance (O&M) contractors and incur operation and maintenance (O&M) expenses. Any significant increase in the company's O&M expenses will have a negative impact on its profitability.
- The company is subjects to performance risk from third parties under service and supply contracts. Non-performance, delayed performance, or delivery of defective components by its vendors could have a material adverse effect on the company's business, cash flows, financial condition, and results of operations.
- The company is generally do not have long-term agreements with a majority of its customers or suppliers in the company's Generator Set Business, which exposes the company to risks arising from fluctuating demand and supply relationships. Furthermore, certain of its agreements with key customers in the company's Generator Set Business have onerous terms which could result in termination if breached which in turn could have a material adverse effect on its business, financial condition, results of operations and cash flows.
- The company has experienced significant growth in recent years; however, the company's ability to sustain or effectively manage this growth depends on the successful implementation of its growth strategy. Any failures to implement the company's strategy effectively or to sustain its growth may adversely affect the company's business, results of operations, and financial condition.
- The company is heavily dependents on the performance of the generator sets and wind power industry and the performance of the end-user industries for generator sets. Any adverse changes in the conditions affecting the generator sets and wind power industry or the end-user industries in which its generator sets customers operate can adversely impact the company's business, financial condition, results of operations, cash flows and prospects.
- The company's success depends on our ability to retain and attract qualified Senior Management and other Key Managerial Personnel, and if the company is not able to retain them or recruit additional qualified personnel, the company may be unable to successfully develop the company's business.
- Any delay in payment of statutory dues by the Company in future, may result in the imposition of penalties and in turn may have an adverse effect on the Company's business, result of operations, financial condition and cash flows.
- The construction and operation of wind power projects may face opposition from local communities and other parties, resulting in delays, additional costs, or regulatory hurdles. This could adversely affect its ability to construct, operate, or expand wind power projects, potentially resulting in financial loss and reputational damage.
- Certain of the company's Subsidiaries have incurred losses in the last three fiscals and any similar losses in the future may adversely affect its business, financial condition and cash flows.
- Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit ratings or a poor rating may restrict its access to capital and thereby adversely affect the company's business, financial conditions, cash flows and results of operations.
- Failures to enter into off-take arrangements with respect to the company's wind power projects, in a timely manner and on terms that are commercially acceptable to us, could adversely affect its business, results of operations and financial condition.
- The company's business is dependent on the regulatory and policy environment affecting the renewable energy sector in India. A change in policy that results in the termination of policy benefits or curtailment of renewable energy generation may adversely affect its business.
- Certain agreements may be inadequately stamped, unregistered, or may lack necessary disclosure, which could adversely affect the company's rights and operations.
- Certain of the company's Group Companies and Subsidiaries are engaged in the same or similar line of business as the Company, which may lead to conflicts of interest and increased competition.
- The company may face significant costs, reputational damage and adverse effects on its business and financial condition due to product liability claims.
- Compliance with, and changes in, safety, health and environmental laws and regulations may adversely affect its business, results of operations and financial condition.
- The company may suffer significant construction delays and finance or construction cost increases in excess of our expectations, leading to time and cost overruns, which could have a material adverse effect on its business, cash flows, financial condition and results of operations.
- The company may be unable to identify or secure suitable sites for the development of renewable energy projects, which could adversely affect its growth prospects and business operations.
- There are outstanding litigation proceedings involving the Company, Directors and Promoters. Any adverse outcome in such proceedings may have an adverse impact on the company's reputation, business, financial condition, results of operations and cash flows.
- A majority of Directors on the company's Board do not have prior experience of directorship in any of companies listed on recognized stock exchanges, therefore, they will be able to provide only a limited guidance in relation to the affairs of the Company post listing.
- Changes in the price of wind turbines and other materials due to changes in demand or other factors may cause cost overrun of the company's under-construction projects.
- We require certain approvals and licenses in the ordinary course of business and the failure to obtain or retain such approvals or licenses in a timely manner or at all may adversely affect the company's business, results of operations and financial condition.
- The company Company cannot assure payment of dividends on the Equity Shares in the future as the company may be limited by its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of the company's financing arrangements.
- The company may be subject to unionization, work stoppages or increased labour costs, which could adversely affect the company's business, cash flows and results of operations. The company also have a large number of contract labourers and any disruptions in the supply of such contractual employees could adversely affect its business, results of operations, financial conditions and cash flows.
- An inability to accurately forecast demand or price for the company's products and manage our inventory may adversely affect its business, results of operations, financial condition, and cash flows.
- The loss of accreditation for our manufacturing facilities and operations could damage its reputation, business, results of operations and cash flows.
- The company may not have sufficient insurance coverage to address risks inherent in the company's business operations, which could adversely affect its financial position and reputation.
- The company may not be able to detect or prevent theft, fraud, gross negligence or other misconduct committed by its employees or third parties.
- Changes in technology may render the company's current technologies obsolete or require the company to make substantial capital investments. Failures to respond to current and future technological changes in an effective and timely manner may adversely affect the company's business and results of operations.
- The company's failures to keep its technical knowledge confidential could erode the company's competitive advantage.
- The company's ability to protect its intellectual property and proprietary rights, and risks of infringing on the intellectual property of others, may adversely affect the company's business, financial condition, and results of operations.
- The delay between making significant upfront investments in the company's wind power projects and receiving revenue could materially and adversely affect its business, cash flows, financial condition and results of operations.
- The company is required to provide bank guarantees and performance guarantees under certain contracts which could be encashed leading to a material adverse effect on its business, cash flows, financial condition and results of operations. The company has also provided corporate guarantee to certain debt of its Subsidiaries, which could lead to a material adverse effect on the company's business, cash flows, financial condition and results of operations if invoked.
- Certain of its purchased components for the company's generator business as well as its larger capacity DG sets and MSLG are sourced from foreign countries, exposing the company to additional risks.
- The company's contingent liabilities may have an adverse effect on its financial condition.
- The company's Promoters and Promoter Group will continue to exercise significant influence over its Company after completion of the Offer.
- Certain of its Promoters, Directors, Key Managerial Personnel and members of Senior Management may have interests other than reimbursement of expenses incurred and receipt of remuneration or benefits from the Company and may have interests in entities, which are in businesses similar to the company's and this may result in conflict of interest with us.
- The company has in the past entered into a number of related party transactions and may continue to enter into related party transactions that may involve conflicts of interest.
- Industry information included in this Draft Red Herring Prospectus has been derived from industry reports commissioned by the company, and paid for by the company's for such purpose.
- Any failures to comply with the provisions of the Foreign Exchange Management Act, 1999, and related regulations could adversely affect the company's business, financial condition, results of operations, and reputation.
- The company is exposed to, and may be adversely affected by, potential security breaches or other disruptions to its information technology systems and data security.
- An inability to provide adequate customer support and ancillary services may adversely affect the company's relationship with our existing and prospective customers, and in turn its business, results of operations and financial condition.
- If the company is unable to establish and maintain effective internal controls and compliance systems, the company's business and reputation could be adversely affected.
- The Company has prepared financial statements under Indian Accounting Standards. Certain differences exist between Indian Accounting Standards and other accounting guidance
- The company has included certain Non-GAAP Measures, industry metrics and key performance indicators related to its operations and financial performance in this Draft Red Herring Prospectus that are subject to inherent measurement challenges. These Non-GAAP Measures, industry metrics and key performance indicators may not be comparable with financial, or industry-related statistical information of similar nomenclature computed and presented by other companies. Such supplemental financial and operational information is therefore of limited utility as an analytical tool for investors and there can be no assurance that there will not be any issues or such tools will be accurate going forward.
- The company's funding requirements and deployment of the Net Proceeds of the Offer are based on management estimates and have not been independently appraised. Further, any variation in the utilization of its Net Proceeds as disclosed in this Draft Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders' approval.
- Restrictions on solar equipment imports, and other factors affecting the price or availability of solar equipment, may increase the company's implementation costs for its proposed solar projects as part of our Pipeline Projects.
- The proceeds from the Offer for Sale will be paid to the Promoter Selling Shareholders and we will not receive any proceeds from the Offer for Sale.
- The average cost of acquisition of Equity Shares by the company's Promoters may be less than the Offer Price.
- We are significantly dependent on our Generator Set Business, which contributed 80.50%, 85.00%, 86.30%, and 82.79% of our revenue from operations for the six month period ended September 30, 2025, and Fiscals 2025, 2024 and 2023, respectively. Any negative developments affecting our Generator Set Business could have a material adverse impact on our business, financial condition, results of operations and prospects.
- We rely on our business collaborations, including with Cummins for engines and alternators for our DG sets. Revenue from sale of DG sets powered by Cummins engines accounted for 63.60%, 70.39%, 71.04% and 56.77% of our revenue from operations for the six month period ended September 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. Similarly, we rely on Hyundai for the supply of MSLG sets. Any supply disruption from such partners could adversely impact our business and results of operations.
- The independent power producer ("IPP") operations in our Wind Power Business which contributed 8.57%, 7.56%, 9.90% and 8.76% of our total revenue from operations for the six month period ended September 30, 2025 and the Fiscals 2025, 2024 and 2023, respectively, rely on key relationships with OEMs to facilitate supply of components and effective O&M services across most of our Operational Wind Power Projects, as well as for future IPP developments. Any deterioration in these relationships, or performance or financial failure of our OEMs, could adversely affect our business, results of operations, and financial condition.
- One of our Independent Directors, Maheswar Sahu, is on the board of directors of a company whose securities have been suspended from trading on the Stock Exchanges.
- Our Company, some of our Promoters and Directors have been impleaded in a civil suit, where the relief sought inter-alia pertains to the family arrangement agreement and equity shares of our Company. Any adverse order passed by the court in relation to this matter could impact the value of our Equity Shares and our business and results of operations.
- We have historically relied, and may continue to rely, on Cummins India and our top five suppliers for a significant portion of our materials and components. If these key suppliers fail to deliver the required quantities, meet delivery schedules, or adhere to specified quality standards or technical specifications, our business operations and financial condition could be adversely affected.
- We are dependent on our power purchase agreements ("PPAs") to sell power and generate our revenue from operations. Furthermore, the terms of our PPAs may expose us to certain risks that may affect our future results of operations and cash flows.
- Some of the land lease agreements for our wind power projects have shorter terms than the corresponding power purchase agreements ("PPAs") entered into for the respective projects. The expiry and non-renewal of such land lease agreements prior to the end of the relevant PPA could potentially result in the premature termination of the corresponding PPA, which may have a material adverse effect on our business, cash flows, financial condition and results of operations.
- We are required to comply with certain restrictive covenants under our financing agreements. Any non-compliance may lead to, amongst others, accelerated repayment schedule and suspension of further drawdowns, which may adversely affect our business, results of operations, financial condition and cash flows.
- We generally do not have long-term agreements with a majority of our customers or suppliers in our Generator Set Business, which exposes us to risks arising from fluctuating demand and supply relationships. Furthermore, certain of our agreements with key customers in our Generator Set Business have onerous terms which could result in termination if breached which in turn could have a material adverse effect on our business, financial condition, results of operations and cash flows.
- We are exposed to credit risk from our customers and the recoverability of our trade receivables is subject to uncertainties. Delays or defaults in payment by the customers could adversely affect our business, results of operations, financial condition and cash flows.
- The performance of our Operational Wind Power Projects is significantly affected by seasonality, regulatory requirements, and environmental and physical conditions, all of which are subject to variability and unpredictability. Any adverse changes to these may negatively impact our business, financial condition, results of operations, and cash flows.
- We have availed certain unsecured borrowings which are repayable on demand.
- Certain of our Subsidiaries have incurred losses in the six month period ended September 30, 2025 and in the last three fiscals, and any similar losses in the future may adversely affect our business, financial condition and cash flows.
- Certain agreements may be inadequately stamped, unregistered, or may lack necessary disclosure, which could adversely affect our rights and operations.
- Operational and technical difficulties may lead to reduced power generation below our expectations. Repairing any failure could necessitate significant capital and resource expenditure, potentially having a material adverse effect on our business, cash flows, financial condition, and results of operations.
- If power evacuation facilities are not made available by the time our IPP power projects are ready to commence operations, we may incur significant transmission costs or may be forced to back down from the grid, and our operations could be adversely affected.
- Our Generator Set Business is heavily dependent on the performance of the diesel generator set market in southern India and western India, particularly the markets in the states of Maharashtra, Karnataka, Tamil Nadu and Kerala, and any adverse changes in the conditions affecting these markets could adversely affect our business, results of operations and financial condition.
- Adoption, implementation and enforcement of increasingly stringent emission and noise standards could adversely affect our business, results of operations and financial condition.
- We face high competition from conventional and other clean energy producers and any failure to respond to market changes in the power backup or renewable energy industry could adversely affect our business, cash flows, financial condition and results of operations.
- Changes in the price of wind turbines and other materials due to changes in demand or other factors may cause cost overrun of our under-construction projects.
- Demand for our DG sets is significantly dependent upon unpredictable power outage events, seasonality and other events beyond our control that can lead to substantial variations in, and uncertainties regarding, our financial results from period to period.
- Certain of our Group Companies and Subsidiaries are engaged in the same or similar line of business as our Company, which may lead to conflicts of interest and increased competition.
- We are heavily dependent on the performance of the generator sets and wind power industry and the performance of the end-user industries for generator sets. Any adverse changes in the conditions affecting the generator sets and wind power industry or the end-user industries in which our generator sets customers operate can adversely impact our business, financial condition, results of operations, cash flows and prospects.
- The delay between making significant upfront investments in our wind power projects and receiving revenue could materially and adversely affect our business, cash flows, financial condition and results of operations.
- The IPP portfolio under our Wind Power Business is concentrated in Gujarat, exposing us to disruptions and risks resulting from conditions that may be specific to this region.
- Our operations involve activities and materials which are hazardous in nature and could result in a suspension of operations, injury to our personnel, emission of pollutants and/or the imposition of civil or criminal liabilities which could adversely affect our business, results of operations, cash flow and financial condition.
- Our Wind Power Business is capital intensive, with significant ongoing investment required for the development, expansion, and maintenance of wind power projects. We have estimated our expenditure based on current market conditions; however, actual costs may exceed these estimates due to factors such as rising input and commodity prices, higher costs or delays in securing rights of way for transmission lines and access roads, or unanticipated project delays. Such increases may affect the timing of financial closure and commissioning of our projects, and may necessitate securing additional financing.
- Our ability to protect our intellectual property and proprietary rights, and risks of infringing on the intellectual property of others, may adversely affect our business, financial condition, and results of operations.
- We are required to provide bank guarantees and performance guarantees under certain contracts which could be encashed leading to a material adverse effect on our business, cash flows, financial condition and results of operations. We have also provided corporate guarantee to certain debt of our Subsidiaries, which could lead to a material adverse effect on our business, cash flows, financial condition and results of operations if invoked.
- We are exposed to significant risks from fixed price contracts in our Wind Power Business that could cause us to incur losses and affect our results of operations.
- Challenges in scaling up our Wind Power Business operations and managing our joint arrangements with global players such as Vestas Wind Technology India Private Limited ("Vestas") and GE Renewable R&D India Private Limited ("GERI"), a member of the GE Vernova Group could negatively impact our operations, financial condition, and growth objectives.
- The viability of our Wind Power Business is partially dependent on the cost of wind-generated electricity as compared to electricity generated from other sources of energy.
- Any disruption affecting our manufacturing facilities or Operational Wind Power Projects could have an adverse effect on our business, results of operations and financial condition.
- Our acquisition or possession of land for our own wind power projects or for joint development with OEMs may be subject to uncertainties and defects.
- Certain of our corporate records including form filings to RoC, board and shareholders' resolutions and challans in relation to RoC forms are not traceable. Additionally, we are also unable to trace certain share transfer forms in relation to transfer of shares to/from our Promoters in our corporate records.
- There have been discrepancies and delays with respect to certain regulatory filings and corporate actions taken by our Company. Consequently, we may be subject to regulatory actions and penalties for such delays and our business, financial condition and reputation may be adversely affected.
- We do not have certain documents evidencing the educational qualifications of one of our Directors in the section entitled "Our Management" beginning on page 291 of this Red Herring Prospectus.
- The ability to deliver electricity generated by our wind power projects to the various counterparties requires the availability of and access to evacuation infrastructure and transmission systems. Non-availability of or damage to the evacuation infrastructure may impair our ability to deliver electricity generated from our project, which could materially and adversely affect our business, cash flows, financial condition and results of operations.
- Our Wind Power Business operations require periodic maintenance for which we engage operation and maintenance (O&M) contractors and incur operation and maintenance (O&M) expenses. Any significant increase in our O&M expenses will have a negative impact on our profitability.
- We are subject to performance risk from third parties under service and supply contracts. Non-performance, delayed performance, or delivery of defective components by our vendors could have a material adverse effect on our business, cash flows, financial condition, and results of operations.
- We have experienced significant growth in recent years; however, our ability to sustain or effectively manage this growth depends on the successful implementation of our growth strategy. Any failure to implement our strategy effectively or to sustain our growth may adversely affect our business, results of operations, and financial condition.
- Our success depends on our ability to retain and attract qualified Senior Management and other Key Managerial Personnel, and if we are not able to retain them or recruit additional qualified personnel, we may be unable to successfully develop our business.
- Any delay in payment of statutory dues by our Company in future, may result in the imposition of penalties and in turn may have an adverse effect on our Company's business, result of operations, financial condition and cash flows.
- The construction and operation of wind power projects may face opposition from local communities and other parties, resulting in delays, additional costs, or regulatory hurdles. This could adversely affect our ability to construct, operate, or expand wind power projects, potentially resulting in financial loss and reputational damage.
- Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit ratings or a poor rating may restrict our access to capital and thereby adversely affect our business, financial conditions, cash flows and results of operations.
- Failure to enter into off-take arrangements with respect to our wind power projects, in a timely manner and on terms that are commercially acceptable to us, could adversely affect our business, results of operations and financial condition.
- Our business is dependent on the regulatory and policy environment affecting the renewable energy sector in India. A change in policy that results in the termination of policy benefits or curtailment of renewable energy generation may adversely affect our business.
- We may face significant costs, reputational damage and adverse effects on our business and financial condition due to product liability claims.
- Compliance with, and changes in, safety, health and environmental laws and regulations may adversely affect our business, results of operations and financial condition.
- We may suffer significant construction delays and finance or construction cost increases in excess of our expectations, leading to time and cost overruns, which could have a material adverse effect on our business, cash flows, financial condition and results of operations.
- We may be unable to identify or secure suitable sites for the development of renewable energy projects, which could adversely affect our growth prospects and business operations.
- There are outstanding litigation proceedings involving our Company, Directors and Promoters. Any adverse outcome in such proceedings may have an adverse impact on our reputation, business, financial condition, results of operations and cash flows.
- A majority of Directors on our Board do not have prior experience of directorship in any of companies listed on recognized stock exchanges, therefore, they will be able to provide only a limited guidance in relation to the affairs of our Company post listing.
- We require certain approvals and licenses in the ordinary course of business and the failure to obtain or retain such approvals or licenses in a timely manner or at all may adversely affect our business, results of operations and financial condition. Further, certain of our offices are located on premises held by us on leasehold basis. Failure to renew our lease arrangements could adversely affect our business, financial condition, results of operations, cash flows and prospects.
- Our Company cannot assure payment of dividends on the Equity Shares in the future as we may be limited by our earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of our financing arrangements.
- We may be subject to unionization, work stoppages or increased labour costs, which could adversely affect our business, cash flows and results of operations. We also have a large number of contract labourers and any disruptions in the supply of such contractual employees could adversely affect our business, results of operations, financial conditions and cash flows.
- An inability to accurately forecast demand or price for our products and manage our inventory may adversely affect our business, results of operations, financial condition, and cash flows.
- The loss of accreditation for our manufacturing facilities and operations could damage our reputation, business, results of operations and cash flows.
- We may not have sufficient insurance coverage to address risks inherent in our business operations, which could adversely affect our financial position and reputation.
- We may not be able to detect or prevent theft, fraud, gross negligence or other misconduct committed by our employees or third parties.
- Changes in technology may render our current technologies obsolete or require us to make substantial capital investments. Failure to respond to current and future technological changes in an effective and timely manner may adversely affect our business and results of operations.
- Our failure to keep our technical knowledge confidential could erode our competitive advantage.
- Certain of our purchased components for our generator business as well as our larger capacity DG sets and MSLG are sourced from foreign countries, exposing us to additional risks.
- Our contingent liabilities may have an adverse effect on our financial condition.
- Our Promoters and Promoter Group will continue to exercise significant influence over our Company after completion of the Offer.
- Certain of our Promoters, Directors, Key Managerial Personnel and members of Senior Management may have interests other than reimbursement of expenses incurred and receipt of remuneration or benefits from our Company and may have interests in entities, which are in businesses similar to ours and this may result in conflict of interest with us.
- We have in the past entered into a number of related party transactions and may continue to enter into related party transactions that may involve conflicts of interest.
- Industry information included in this Red Herring Prospectus has been derived from industry reports commissioned by us, and paid for by us for such purpose.
- Any failure to comply with the provisions of the Foreign Exchange Management Act, 1999, and related regulations could adversely affect our business, financial condition, results of operations, and reputation.
- We are exposed to, and may be adversely affected by, potential security breaches or other disruptions to our information technology systems and data security.
- An inability to provide adequate customer support and ancillary services may adversely affect our relationship with our existing and prospective customers, and in turn our business, results of operations and financial condition.
- If we are unable to establish and maintain effective internal controls and compliance systems, our business and reputation could be adversely affected.
- Our Company has prepared financial statements under Indian Accounting Standards. Certain differences exist between Indian Accounting Standards and other accounting guidance.
- We have included certain Non-GAAP Measures, industry metrics and key performance indicators related to our operations and financial performance in this Red Herring Prospectus that are subject to inherent measurement challenges. These Non-GAAP Measures, industry metrics and key performance indicators may not be comparable with financial, or industry-related statistical information of similar nomenclature computed and presented by other companies. Such supplemental financial and operational information is therefore of limited utility as an analytical tool for investors and there can be no assurance that there will not be any issues or such tools will be accurate going forward.
- Our funding requirements and deployment of the Net Proceeds of the Offer are based on management estimates and have not been independently appraised. Further, any variation in the utilization of our Net Proceeds as disclosed in this Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders' approval.
- Restrictions on solar equipment imports, and other factors affecting the price or availability of solar equipment, may increase our implementation costs for our proposed solar projects as part of our Pipeline Projects.
- The proceeds from the Offer for Sale will be paid to the Promoter Selling Shareholders and we will not receive any proceeds from the Offer for Sale.
- The average cost of acquisition of Equity Shares by our Promoters may be less than the Offer Price.
The Issue type of Powerica Ltd is Book Building.
The minimum application for shares of Powerica Ltd is 37.
The total shares issue of Powerica Ltd is 27848102.
Initial public offer of up to 27848102 equity shares of face value of Rs. 5 each ("Equity Shares") of Powerica Limited ("Company") for cash at a price of Rs. 395 per equity share (Including a Share Premium of Rs. 390 per Equity Share) ("Offer Price") aggregating up to Rs.1,100.00 Crores comprising a fresh issue of up to 17721519 equity shares of face value of Rs. 5 each aggregating up to Rs.700.00 crores by the company ("Fresh Issue") and an offer for sale of up to 10126583 equity shares of face value of Rs. 5 each aggregating up to Rs. 400.00 crores ("Offered Shares") by the Promoter Selling Shareholders (As Defined Below), consisting of up to 7088607 equity shares of face value of Rs. 5 each aggregating up to Rs. 280.00 Crores by Naresh Oberoi Family Trust and up to 3037974 equity shares of face value of Rs. 5/- each aggregating up to Rs. 120.00 crores by Kabir and Kimaya Family Private Trust (Collectively the "Promoter Selling Shareholders", and such equity shares offered by the promoter selling shareholders, the "Offered Shares") ("Offer for Sale", and together with the fresh issue, the "Offer").
The company, in consultation with the brlms, may consider pre-ipo placement, aggregating up to Rs.140.00 crores, prior to filing of the pre-ipo placement, if undertaken, will be at a price to be decided by the company, in consultation with the brlms. If the pre-ipo placement is completed, the amount raised pursuant to the pre-ipo placement will be reduced from the fresh issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as Amended. The pre-ipo placement, if undertaken, shall not exceed 20% of the size of the fresh issue. Prior to the completion of the offer, the company shall appropriately intimate the subscribers to the pre-ipo placement, prior to allotment pursuant to the pre-ipo placement, that there is no guarantee that the company may proceed with the offer or the offer may be successful and will result into listing of the equity shares on the stock exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the pre-ipo placement (if undertaken).
The offer includes a reservation up to 50632 equity shares of face value of Rs. 5 each, aggregating up to Rs. 2 crores (Constituting up to [*]% of the post-offer paid-up equity share capital), for subscription by eligible employees ("Employee Reservation Portion"). The company, in consultation with the brlms may offer a discount of up to 10.00% (Equivalent to Rs. 37 per Equity Share) of the offer price to eligible employees bidding in the employee reservation portion ("Employee Discount"), subject to necessary approvals as may be required. the offer less the employee reservation portion is hereinafter referred to as the "Net Offer". The offer and the net offer shall Constitute [*]% and [*]% of the post-offer paid-up equity share capital of the company, respectively.
Price Band: Rs. 375 to Rs. 395 per equity share of face value of Rs. 5 each.
The floor price is 75 times the face value of the equity shares and the cap price is 79 times the face value of the equity shares.
Bids can be made for a minimum of 37 equity shares of face value of Rs. 5 each and in multiples of 37 equity shares of face value of Rs. 5 each thereafter.
A discount of Rs. 37per equity share is being offered to eligible employees bidding in the employee reservation portion