TATA CLEANTECH CAPITAL LIMITED A Cleantechfocused Infrastructure Finance

TATA CLEANTECH CAPITAL LIMITED A Cleantech-focused Infrastructure Finance Company

Disclaimer • This presentation can not be copied and/or disseminated in any manner • This communication is for general information purpose only, without regard to specific objectives, financial situations and needs of any particular person • This presentation does not constitute an offer or invitation to purchase or subscribe for any shares in the Company and neither any part of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever • No representation or warranty, expressed or implied is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of such information or opinions contained herein • Certain statements made in this presentation may not be based on historical information or facts and may be “forward looking statements”, including those relating to the Company’s general business plans and strategy, its future financial condition and growth prospects, and future developments in its industry and its competitive and regulatory environment • The Forward Looking Statements contained in this presentation speak only as of the date of this presentation, and hence and it may not reflect the current views of TCCL • Actual results may differ materially from these forward-looking statements due to a number of factors, including future changes or developments in the Company’s business, its competitive environment and political, economic, legal and social conditions in India • Given these uncertainties, readers/viewers are cautioned not to place undue reliance on such Forward Looking Statements, and should rely entirely on their own independent enquiries, investigations and advice regarding any information contained in this presentation. Any reliance placed by a reader/viewers on the information contained in this presentation is wholly at their risk • The Company may alter, modify or otherwise change in any manner the content of this presentation, without obligation to notify any person of such revision or changes • No part of this material shall be copied or duplicated in any form by any means, or redistributed • Copyright of presentation solely and exclusively belongs to Tata Capital Ltd, and regardless of the purpose, any reproduction and/or use of this presentation in any shape or form without the prior written consent of Tata Capital Ltd is strictly prohibited 2

TATA Group 3

TATA Group – Leadership with Trust 4

Over 100 Operating Companies INDUSTRY PIONEERS 1902 Taj Mahal Palace – Luxury Hotel 1907 Tata Steel- Asia's first steel plant 1910 Tata Power – Hydro Power 1932 Tata Airlines – Civil Aviation 1968 TCS – Software 1998 Tata Motors – India’s first indigenous car INDUSTRY PRACTICES FIRSTS 5 1912 Eight hour working day 1915 Free medical aid 1917 Schooling for children 1920 Leave with Pay Workers’ PF Scheme

TATA Capital Limited v Financial services vertical of TATA group registered with the Reserve Bank of India as systematically important non deposit accepting Core Investment Company Tata Capital’s range of offerings that cater to the diverse financial requirements of its retail, corporate & institutional customers TATA Capital over the past 10 years has built a diversified asset book of > USD 8 bn, and has 6000+ employees 6

TATA Cleantech Capital Limited: Overview 7

First of its kind Clean tech focused Infrastructure Finance Company 8 • Established in September 2011, Tata Cleantech Capital Limited (“TCCL”) is a JV between Tata Capital Limited (TCL) and IFC(W), World Bank Group. • Specialized Infrastructure Finance Company with primary focus on Cleantech funding (wind, solar, energy efficiency and water sectors) and advisory. • TCCL has successfully participated in funding of ~3. 5 GW Renewable Energy Generation – saving approximately 5. 7 million tons CO 2 emission annually. We have also undertaken comprehensive Eco-city studies co-funded by IFC and EU. • TCCL is the only Indian company to feature in UN Global Compact survey on CEO’s perspective on Climate Change (Nov’ 15), as a leader in facilitating sustainable business.

Pursuing Excellence Over The Years • Built deep industry expertise and networks in Cleantech space • Executed over 100 transactions till date without any NPAs • Maintains “AA+” rating by CRISIL backed by strong parentage and high quality assets portfolio • Journey so far: March, 2016 Loan book of over $180 Mn March, 2015 Additional Capital Infusion October, 2012 Received NBFC License March, 2017 Loan book of over $370 Mn October, 2015 IFC Status by RBI IFC Status: Infrastructure Finance Company Status 9 April, 2013 Commencement of Business

Products and Services WELL DIVERSIFIED PRODUCT MIX Businesses Credit & Underwriting Project Finance & Structured Debt Solutions: • Clean tech – Solar, Wind, Hydro & Bio-mass • Other Infrastructure (Power Transmission, • Water, Energy Efficiency & Conservation Transport , Logistics, Healthcare, Education) Financial Advisory Full Suite Financial Solutions: • Buy-side and Sell-side Advisory Solutions • Mergers & Acquisitions (M&A) • Restructuring Advisory • Strategic Capital Raising Services Cleantech Advisory Technical Advisory Services - Climate Change & Sustainability • Sustainability Strategy • Energy / Carbon / Water Foot Printing • Eco-cities • Feasibility Studies Syndication Debt Syndication Across Renewable & Other Infra Sectors 10

Credit Portfolio • Well-diversified and quality asset portfolio 2%2%Snapshot* Portfolio 1% • 75% exposure towards operational projects • Majority of client exposure to Global Utility Players (35%), PE-Backed Players (25%) and Large Indian Corporate Houses (20%) 6% • SPVs / Clients 50% 39% *FY 17 portfolio 100% of externally rated exposure in investment grade • Over 44% exposure towards A and above rated Counter Parties Wide geographical spread: Over 10 DISCOMs across 8 Others. Indian states, SECI and NVVN • Wind Solar Pwr Trans Hydro Water Mgmt, EE Credit portfolio diversified across off-takers/geography, client profiles, sector and project stage SECI: Solar Energy Corporation of India Limited; NVVN – NTPC Vidyut Vyapar Nigam Limited 11

Strength of Credit Business 12 Customized Solutions Ability to understand client needs and structure products to suit their needs Wide network and strong client relations Proactive Risk Management Multi tier risk management – Business risk team supplemented by dedicated internal Risk & strong advisory teams Robust underwriting and credit appraisal processes Constant project monitoring mechanism Well Diversified Asset Book Credit book is well diversified across counterparties, technology and clients Good Asset Quality Comfortable asset and cash flow cover Proactive and continuous NPA monitoring mechanism

Debt Syndication • • Driven by Strong Understanding and Excellent Relationships in Renewable Energy and Other Infrastructure sectors (Transport, Power Transmission, Education) we offer the below services: Full fledged debt syndication services: • • Project debt syndication for greenfield projects as well as expansion projects including • Financial appraisal of Projects • Due diligence and capital structuring Strong domain knowledge Structuring of debt • Short term and/or long term • Acquisition funding/bridge financing • Off-balance sheet funding and receivable financing • Implementing structured products by consortium building • Securitization and refinance of debt • Debt restructuring inside and outside of CDR mechanism PSB: Public Sector Bank; NBFC: Non-Banking Finance Company; IDF: Infrastructure Debt Fund 13 In-house experienced Team Efficient analytical ability to ensure best in class solutions Excellent relationships with diverse set of lenders (PSBs, Private Banks, NBFCs, IDFs and Financial Institutions

Financial Advisory and M&A: Offerings and Capabilities • Full suite financial solutions & advisory incl PE fund raise, M&A, strategic partnership, JV advisory. • Experienced Team with deep sector knowledge and M&A Expertise • Seamless and smooth deal execution capability; Due diligence, structuring and valuation skills; Market intelligence and regulatory knowledge. • Strong network with leading project developers/investors, corporate houses, PE players, both domestic and international. 14

Financial Advisory and M&A: Experience Deals Size/ Capacity Key roles of TCCL M&A 110 MW solar project Deal sourcing and identification of potential investors Preparation of investors presentation with key deal dynamics Developing business plan, capital structuring and financial model/valuation Facilitating and supporting due diligence process Evaluation and advise on key contractual arrangements (land, EPC and panel supply contracts) Term sheet negotiations, Transaction Structuring, execution and closure Bid Advisory 450 MW solar project Advise on Indian RE market dynamics and entry strategy for a Middle-East based MNC Evaluate bid documents for 450 MW SECI bids and advise on bidding strategy, key project execution challenges and funding issues Develop financial bid models including optimum capital structuring to enhance ROE Energy Efficiency project bid Financial Advisory 15 80, 000 LEDs Solar Roof Top First of its kind PPP project in India Project structuring: analysis of Draft Concession Agreement and suggesting and incorporating suitable modifications with a view to make the project bankable Financial Model and capital structuring to optimize ROE Inputs towards other contract structuring (EPC and O&M) Joint go to market agreement with TATA Power Solar Limited identification of clients Evaluating Credit-worthiness of the client Feasibility of the project and providing a financial solution

Cleantech Advisory services to take sustainability ideas from Concept to Execution: Strategy Market entry strategy for cleantech products and services Sustainability Strategy development Resource efficiency Energy audits and management Green Infrastructure Eco-cities development Carbon foot printing and abatement Policy related to carbon / energy/ water SEMS - Social and Environmental risk management Water foot printing and mgmt, Waste water reuse Waste management and circular economy Green Buildings – Energy & water resource management Roof top Solar Process Industry – optimisation of utilities systems Capabilities and Experience: • Strong networks within Tata Ecosystem, Multilateral/Development Agencies and Apex Industry Associations • Access to IFC (W) and Tata Group expertise • Experienced team having executed assignments in • Green Buildings - Energy and water resource management solutions • Carbon and water foot printing • Execution of “Eco-cities” program funded by European Union using World Bank’s CURB (Climate Action for Urban Sustainability) tool • First application in India wherein CURB Tool of the World Bank was used for the city diagnostics • Environmental & Social standards compliance and mitigation plans development and monitoring 16

Social & Environment Management System (SEMS) TCCL has professional E&S expertise, with demonstrated competence to: 17 • Undertake Environmental & Social Due Diligence • Undertake monitoring of energy, infrastructure projects • Undertake Environmental & Social Impact Assessments (ESIAs) • Apply IFC’s E&S standards and Indian legal E&S requirements • Advise on addressing emerging E&S risks at project and organizational level • Advise on tapping E&S opportunities to enhance asset value and a sustained organizational growth • Formulate new or improve existing management systems to deal with environmental and social aspects of projects

TATA Cleantech Capital Limited: Financials 18

Robust Growth during the last 4 years *All Figures in USD Million 19 *Respective Year End Exchange Rates Employed

Cleantech Sector: Challenges & Opportunities 20

Sustainability, driven by renewables, is a long term story Limiting climate change to less than 2 o. C, requires far more efforts than already committed • Already the world’s 3 rd largest emitter of greenhouse gases, India has responsibility which no other nation has done before ---- to bring power to its population of 1. 2 bn and grow @ 7 to 7. 5% pa, without dramatically increasing carbon emissions • Any slackness on part of India towards this may significantly derail international efforts towards combating global warming Source: Energy Transitions Commission Research 21

Renewable Energy : Growth Over Last 5 Years • RE continues to be the most robust segment within Infra sector with steady growth over last 5 years Renewable Energy : Cumulative Capacity (MW) Source: Infraline Research 22

Renewable Energy : Government Target • Realizing the potential, the Government has set steep target of growth : Capacity ramp-up from 32 GW in FY 16 to 160 GW by FY 22 is estimated to require a debt investment of USD 105 billion and an equity investment of USD 35 billion Source: Infraline Research 23

Renewable Energy : Likely Capacity Addition • However, actual capacity addition likely to be lower, on account of slow progress till date, delay in completion of key auctions and tardy progress in creation of supporting infrastructure • As per CRISIL, the likely capacity will be 102. 4 GW by FY 2022 120. 0 Solar & Wind Energy Capacity (Cumulative MW) 100. 0 89. 4 80. 0 60. 0 44. 6 40. 0 54. 8 65. 1 76. 9 34. 3 12. 3 FY 17 24 CAGR – 18. 09% 41. 3 37. 5 20. 0 Source: CRISIL Research 49. 3 45. 3 32. 3 0. 0 102. 4 20. 5 FY 18 27. 6 Solar (GW) FY 19 35. 6 Wind (GW) FY 20 44. 1 FY 21 53. 1 FY 22

Renewable Energy : Outlook • The capacity growth from FY 17 to FY 22, as per CRISIL’s estimate, would require debt investment of around USD 40 billion and an equity investment of around USD 13 billion • Further to meet its FY 30 commitment of 40% total capacity from renewables would require funding of USD 2. 0 trillion • With growing NPAs and large power sector exposure, the Indian Banking system may not significantly participate in this funding • While global investors are excited about the Indian renewable opportunity, they will need an Indian partner who has experience of project lending in India, to effectively leverage this opportunity TCCL uniquely positioned to capitalize on this opportunity by intermediating fund flows from domestic and international capital markets to cleantech sector in India 25

Maharashtra State Electricity Distribution Company Limited: Overview 26

Brief Profile of the MSEDCL Parameter Background DISCOM Rating Key Strengths Maharashtra State Electricity Distribution Co. Limited (MSEDCL) Mahavitaran or Mahadiscom or MSEDCL (Maharashtra State Electricity Distribution Company Limited) is a public sector undertaking (PSU) controlled by the Government of Maharashtra. It is the largest electricity distribution utility in India. The Government of Maharashtra unbundled and restructured the erstwhile Maharashtra State Electricity Board (MSEB) with effect from 6 th June, 2005. The Generation, Transmission and Distribution businesses of the erstwhile Maharashtra State Electricity Board were transferred to four successor companies, namely MSEB Holding Company Limited (MHCL), Maharashtra State Power Generation Company Limited (MSPGCL), Maharashtra State Electricity Transmission Company Limited (MSETCL) and Maharashtra State Electricity Distribution Company Limited (MSEDCL) As per the fifth integrated DISCOM rating released in May 2017, MSEDCL was rated ICRA A which is 2 nd best in the 6 grade scale (PY - ICRA A). • Timely receipt of subsidy from State Government • Demonstrated ability to improve the T&D loss level by successful implementation of distribution franchisee model • MYT order for control period (FY 2017 to FY 2020) in place in November 2016 • High power purchase cost of ₹ 5. 56 per unit in FY 2017 • AT&C and cost coverage ratios for FY 2016 continues to remain moderate, after adjusting the increase in receivables due to take-over of the same from MSEB Holding Company Ltd as part of transfer scheme implemented Key Concerns Key Actionables 27 • Significant dependence on subsidy support from State Government, which has also seen an increasing trend due to rise in cost of power supply & continuing subsidized nature of tariff towards agriculture category • Sharp increase in debtor levels in FY 2016 due to rise in receivables; elongated receivables as on March 2016 primarily due to take over of debtors from erstwhile MSEB as part of restructuring scheme • Continuation of reduction in AT&C losses and further improvement in collection efficiency • To recover the outstanding dues and ensure healthy collection efficiency • Cost coverage to be improved through suitable tariff increase and rationalization of costs • Timely filing of Tariff petition • To ensure timely payments to power generating companies • Effective implementation of UDAY

Maharashtra State Electricity Distribution Company Performance Parameters and Impact of UDAY Scheme Limited (MSEDCL) – Description Payment Cycle • The payment cycle for the DISCOM varies between 180 -210 days from date of invoicing as of FY 17. Supply MU Mix • Industrial-30. 5%; Domestic-16. 8%; Agriculture-28. 42%; Commercial-6. 31% and Others-1. 7%; Revenue Mix • Industrial-41. 16%; Commercial-11. 97%; Domestic-17. 74%; Agriculture-13. 77% and Others-2. 78%; UDAY Scheme • The Government of India, the State of Maharashtra and the DISCOMs of Telangana signed a MOU under the Scheme UDAY for financial turnaround of the DISCOMs on 7 th Oct 2016. Bonds Issued • Bonds Issued: Rs. 4960 crore (75. 00%) (Source: UDAY Dashboard, March 2017) Parameter 28 MSEDCL – FY 17 MSEDCL – UDAY Targets AT&C Loss 28. 54% 18. 21% (FY 17), 11. 30% (FY 18), 9. 90% (FY 19) Transmission Loss 3. 93% 3. 00% (FY 19) Street Light LEDs 202. 48 Lakh 214. 81 lakh

Emerging Opportunity: Energy Efficiency Sector Overview and Funding Opportunities • Sector Opportunity: • Energy Efficient Lighting Systems alone have the potential to save as much as 25 GW of power. • EESL will require investments of $12+ Bn by 2020 towards LED Streetlights, Bulbs, solar pumps. • Market is for LED based municipal lighting till 2017 -18 is estimated at 5759400 units. • Contribute to reduction in GHG emissions by up to 150 million metric tons per annum. • Government Impetus: • GOI has announced National Mission on Enhanced Energy Efficiency (NMEEE) – a key mission under National Action Plan on Climate Change (NAPCC). GOI has also launched an initiative to replace conventional lights by LED lights deploying 770 Mn bulbs and 35 Mn street lights by 2019. • Financing Opportunities: • Funding projects by public utilities/ULBs and Funding Capex towards Green buildings. • Specific solutions to bring in operational efficiency and cost savings in commercial complexes. • Immediate investment opportunity of $470 million towards LED based Municipal Street Lighting. 29

Emerging Opportunity : Water Sector Overview • • India is home to 18% of world’s population, has ~2. 5% of world’s land area & 4% of water resources. Total Indian water market estimated to be worth ~US$ 12 billion with Government sector contributing ~50% of this. Overall water sector is growing at 15 -20% p. a. (Trade Council of India, estimates). Huge anticipated demand for water, with emphasis of government on creating 100 smart cities. Avenues for Investment Waste Water Treatment § 69% of India’s water (or 26 Bn liters) goes untreated & ~39% of the actual operating capacity does not meet the government’s standards for the safe disposal of water § Assuming a 4 -year completion cycle, annual opportunity in the range of US$400 mn. 30 Water Desalination § Industries in Mah, Gujarat & TN are paying 0. 60 c - 0. 90 c/cubic meter for water supply costs, which is comparable to the cost of desalinated water. § With scale & improvement in technology, the cost is expected to further reduce. Projects by Urban Utilities § Size of urban water supply investment requirement from 2012 -31 is estimated to be USD 45 Bn. (Euro India Research Centre (EIRC) report) Ganga River Basis Management Plan (GRBMP) § Capex requirement is estimated to tune of $100 bn, with 70% expected under the PPP framework. § Individually municipalities have started to peruse some projects in the PPP space § Hybrid Annuity-based model is proposed for PPP projects (up to 40% of the project cost will be via VGF and the balance through annuities).

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