Exhibit 4.19

Strictly Confidential—Do Not Forward

This document is available only to investors who are outside the United States and purchasing the securities described in the attached offering memorandum in “offshore transactions” as defined in, and in reliance on, Regulation S under the Securities Act.

Important: You must read this disclaimer before continuing. This disclaimer applies to the attached offering memorandum. You are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the offering memorandum. In accessing the offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access.

Confirmation of your representation: In order to be eligible to view the offering memorandum or make an investment decision with respect to the securities described therein, investors must be persons outside the United States purchasing the securities described in the attached memorandum in “offshore transactions” as defined in, and in reliance on, Regulation S under the Securities Act. By accepting the e-mail and accessing the offering memorandum, you will be deemed to have represented to us that (1) you and any customers you represent are not located in the United States and that the e-mail address that you gave us and to which this e-mail has been delivered is not located in the United States, its territories or possessions or other areas subject to its jurisdiction and (2) you consent to the delivery of the offering memorandum and any amendments or supplements thereto by electronic transmission.

The offering memorandum has been made available to you in electronic form. Documents may be altered when transmitted electronically and consequently none of the Issuer, the Parent Guarantor, The Hongkong and Shanghai Banking Corporation Limited, Standard Chartered Bank, or any of their respective directors, employees, representatives, affiliates or agents accept any liability or responsibility whatsoever in respect of any discrepancies between the offering memorandum distributed to you electronically and the hard copy version. A hard copy version will be provided to you upon request.

Restrictions: The offering memorandum is being furnished in connection with an offering exempt from registration under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described therein.

The securities have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state or local securities laws. Nothing in this electronic transmission constitutes an offer of securities for sale in any jurisdiction where it is unlawful to do so.

Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation to subscribe for or purchase any of the securities described herein, and access has been limited so that it shall not constitute a general advertisement or solicitation in the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any of the Joint Global Coordinators and Joint Bookrunners or any affiliate of any of the Joint Global Coordinators and Joint Bookrunners is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by that Joint Global Coordinator and Joint Bookrunner or affiliate on behalf of the Issuer in such jurisdiction.

You are reminded that you have accessed the offering memorandum on the basis that you are a person into whose possession it may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If you have gained access to this electronic transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein.

Actions that you may not take: You should not reply by e-mail to this communication, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected.

You may not forward or deliver the offering memorandum, electronically or otherwise, to any other person or reproduce it in any manner whatsoever. Any forwarding, distribution or reproduction of the offering memorandum, in whole or in part, is unauthorized. Failure to comply with this directive may result in a violation of the Securities Act or the securities laws of other jurisdictions.

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Confidential

Diamond II Limited

(INCORPORATED IN MAURITIUS WITH LIMITED LIABILITY)

U.S.$125,000,000

7.95% SENIOR SECURED NOTES DUE 2026

GUARANTEED BY RENEW ENERGY GLOBAL PLC

(to be consolidated and form a single series with the U.S.$400,000,000 7.95% Senior Secured Notes due 2026)

Diamond II Limited (the “Issuer”), a limited liability company incorporated in Mauritius, and a wholly owned subsidiary of ReNew Energy Global plc, a public limited company organized under the laws of England and Wales (“ReNew Global” or the “Parent Guarantor”), is offering U.S.$125,000,000 in aggregate principal amount of its 7.95% senior secured notes due 2026 (the “Notes”). The Notes shall constitute a further issuance of, and be fungible with and be consolidated and form a single series which rank pari passu with the US$400,000,000 7.95% Senior Secured Notes due 2024 issued by the Co-Issuers on April 28, 2023 (the “Original Notes”). The Notes have the same terms and conditions as the Original Notes in all respects except for issue date and issue price. Upon the issue of the Notes, the aggregate principal amount of outstanding Notes and Original Notes will be US$525,000,000. Interest on the Notes will be payable semi-annually in arrears on January 28 and July 28 of each year, commencing on January 28, 2025. The Notes will mature on July 28, 2026. The due and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under the Notes will be fully and unconditionally guaranteed on a senior basis by the Parent Guarantor as per the terms of the Indenture (as defined herein) (the “Parent Guarantee”).

At any time prior to July 28, 2025, the Issuer may, on one or more occasions, redeem the Notes, in whole or in part, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed, plus the Applicable Premium (as defined herein), as of, and accrued and unpaid interest, if any, to (but not including) the applicable redemption date. At any time prior to July 28, 2025, the Issuer may, on one or more occasions, redeem up to 40.0% of the aggregate principal amount of the Notes at a redemption price equal to 107.95% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date, with the equivalent of the net cash proceeds from one or more (x) Equity Offerings and/or (y) INVIT Offerings, subject to certain conditions. At any time on or after July 28, 2025, the Issuer may, on one or more occasions, redeem the Notes, in whole or in part, at the redemption prices set forth under “Description of the Notes—Optional Redemptions”, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including), the applicable redemption date.

The Issuer shall have the right to redeem the Notes on the SOR Redemption Date (as defined herein) at a redemption price equal to 100.0% of the principal amount of the Notes redeemed, plus accrued and unpaid interest on such Notes to (but not including) the SOR Redemption Date, subject to certain conditions as more fully described under “Description of the Notes—Special Optional Redemption”. Upon any Rating Decline (as defined herein) as a result of the incurrence of any Senior Issuer Indebtedness (as defined herein), the Issuer shall, within forty-five (45) days of such Rating Decline, either (i) repay in full such Senior Issuer Indebtedness or (ii) redeem the Notes in full at a redemption price of 100.0% of their principal amount, plus accrued and unpaid interest to (but not including) the applicable date of redemption.

Not later than 30 days following a Change of Control Triggering Event (as defined herein), the Issuer will make an Offer to Purchase (as defined herein) all outstanding Notes at a purchase price equal to 101.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the applicable Offer to Purchase Payment Date (as defined herein). Subject to certain conditions as more fully described under “Description of the Notes—Redemption for Taxation Reasons”, the Notes may be redeemed at the option of the Issuer, as a whole but not in part, at a redemption price equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date, upon the occurrence of certain changes in applicable tax law.

The Notes will be general obligations of the Issuer, secured on a first priority basis by the applicable Collateral (as described herein) and will rank equally in right of payment with any existing and future obligations of the Issuer that are not subordinated in right of payment to the Notes. The Parent Guarantee will be a general obligation of the Parent Guarantor and will rank equally in right of payment with any existing and future obligations of the Parent Guarantor that are not subordinated in right of payment to the Parent Guarantee.

Investing in the Notes involves a high degree of risk. See “Risk Factors” starting on page 16.

Price: 101.0% plus accrued interest from, and including, July 28, 2024 to, but excluding August 14, 2024

The Notes and the Parent Guarantee have not been, and will not be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) or the securities laws of any other jurisdiction. Accordingly, the Notes are being offered and sold outside the United States in “offshore transactions” as defined in, and in accordance with, Regulation S under the Securities Act (“Regulation S”).

Application will be made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the listing of and quotation for the Notes on the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any statements made, opinions expressed, or reports contained herein. Admission of the Notes to the Official List of the SGX-ST and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Parent Guarantor, any of their subsidiaries, their associated companies or the Notes.

The Notes are expected to be rated Ba3 by Moody’s Investors Service, Inc. (“Moody’s”) and BB- by Fitch Ratings Inc. (“Fitch”). A rating is not a recommendation to buy, sell or hold the Notes and may be subject to suspension, reduction or withdrawal at any time. A suspension, reduction or withdrawal of the rating assigned to the Notes may adversely affect the market price of the Notes.

The Notes offered outside the United States in reliance on Regulation S will be evidenced by a Regulation S Global Note (as defined herein) deposited with a depositary for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”) for its direct and indirect participants, including Euroclear Bank SA/NV (“Euroclear”), and Clearstream Banking S.A. (“Clearstream”). Delivery of the Notes is expected to be made through the facilities of DTC on or about August 14, 2024 (the “Closing Date”).

Joint Global Coordinators and Joint Bookrunners

The date of this offering memorandum is August 7, 2024.

NOTICE TO INVESTORS

This offering memorandum is not an offer to sell the Notes and is not soliciting an offer to buy the Notes in any jurisdiction in which the offer or sale is prohibited.

Neither the delivery of this offering memorandum nor any sale made under the terms described herein shall imply that the information herein is correct as of any date after the date hereof. The business, financial condition, results of operations and prospects of the Issuer and the Parent Guarantor may have changed since that date.

This offering memorandum has not and will not be registered or produced or made available as an offer document whether as a prospectus in respect of a public offer or an information memorandum or private placement offer letter or other offering material in respect of a private placement under the Companies Act or any other applicable Indian laws, with any regulatory or statutory body in India including but not limited to the Registrar of Companies, the Securities and Exchange Board of India (“SEBI”) or any Indian stock exchange. This offering memorandum or any other offering document or material relating to the Notes will not be circulated or distributed and have not been circulated or distributed, directly or indirectly, to any person or the public or any member of the public in India or otherwise generally distributed or circulated in India which would constitute an advertisement, invitation, offer, sale, invitation to offer or solicitation of an offer to subscribe for or purchase any securities to the public or to any person resident in India within the meaning of, the Indian Companies Act, 2013, as amended from time to time, and other applicable securities laws of India or in violation of any Indian laws. Any failure to comply with these restrictions may result in a violation of the applicable securities laws of India and other jurisdictions. This offering memorandum has not been and will not be reviewed or approved by any regulatory authority in India (including but not limited to SEBI, the International Financial Services Centres Authority and any registrar of companies) or Indian stock exchange, save and except for any information relating to the Notes which is mandatorily required to be disclosed or filed in India under any applicable Indian laws, including, but not limited to, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, and under the listing agreements with any Indian stock exchanges pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, or pursuant to the directives of any statutory, regulatory and adjudicatory body in India.

This offering is being made in reliance upon exemptions from registration under the Securities Act, for an offer and sale of securities which does not involve a public offering. If you purchase any of the Notes, you will be deemed to make certain acknowledgments, representations and agreements set forth under “Plan of Distribution — Investor Representation”. In making an investment decision, you must rely on your own examination of the Issuer and the terms of the offering, including the merits and risks involved. See “Risk Factors” for a discussion of certain factors to be considered in connection with an investment in the Notes. You may be required to bear the financial risks of this investment for an indefinite period of time.

This offering memorandum does not constitute a prospectus for the purposes of the Prospectus Rules of the United Kingdom’s Financial Conduct Authority (“FCA”) or section 85 of the United Kingdom’s Financial Services and Markets Act 2000 (as amended) (“FSMA”) and has not been, and will not be, approved by or filed with the FCA. This offering memorandum does not constitute an offer or any part of an offer to the public within the meaning of sections 85 and 102B of FSMA.

We prepared this offering memorandum solely for use in connection with this offering. In accepting this offering memorandum, you have agreed that this offering memorandum is confidential and that you will hold the information contained herein in confidence. We and the Joint Global Coordinators and Joint Bookrunners reserve the right to reject any offer to purchase any of the Notes for any reason, or to sell less than the principal amount of the Notes for which any prospective purchaser has subscribed. This offering memorandum is personal to each offeree and is not an offer to any other person or to the public generally to subscribe for the Notes. You represent that you are basing

your investment decision solely on this offering memorandum and your own examination of us and the terms of this offering. You cannot distribute this offering memorandum or the information contained in it, by electronic or other means, to any person other than your professional advisor without our prior written consent. You cannot make any photocopies of this offering memorandum.

By receiving this offering memorandum, and by purchasing the Notes, you acknowledge that (1) you have not relied on the Joint Global Coordinators and Joint Bookrunners or any person affiliated with the Joint Global Coordinators and Joint Bookrunners in connection with investigating the accuracy of such information or your investment decision, and (2) no person has been authorized to give information or to make any representation concerning us or the Notes other than as contained in this offering memorandum and information given by our duly authorized representatives in connection with your examination of us and the terms of this offering. You cannot rely on any such other information or representation.

None of the Joint Global Coordinators and Joint Bookrunners, the Trustee, the Collateral Agents, the Principal Paying Agent, the Registrar or the Transfer Agent makes any representation or warranty, express or implied, concerning the accuracy or completeness of the information in this offering memorandum, and nothing contained in this offering memorandum is, or shall be relied upon as, a promise or representation, from the Joint Global Coordinators and Joint Bookrunners, the Trustee, the Collateral Agents, the Principal Paying Agent, the Registrar or the Transfer Agent whether as to the past or the future. To the fullest extent permitted by law, none of the Joint Global Coordinators and Joint Bookrunners, the Trustee, the Collateral Agents, the Principal Paying Agent, the Registrar or the Transfer Agent accept any responsibility for the contents of this offering memorandum or for any statement made or purported to be made by the Joint Global Coordinators and Joint Bookrunners or on their behalf in connection with the Issuer, the Parent Guarantor or the issue and offering of the Notes. The Joint Global Coordinators and Joint Bookrunners, the Trustee, the Collateral Agents, the Principal Paying Agent, the Registrar and the Transfer Agent accordingly disclaim all and any liability whether arising in tort or contract or otherwise (save as referred to above) which they might otherwise have in respect of this offering memorandum or any such statement.

The contents of this offering memorandum do not constitute legal, business or tax advice, and neither we, the Joint Global Coordinators and Joint Bookrunners, the Trustee, the Collateral Agents, the Principal Paying Agent, the Registrar nor the Transfer Agent (or any of our or their respective directors, officers, employees, agents, representatives, affiliates or advisers) make any representation to any purchaser of the Notes regarding the legality of an investment in the Notes by such purchaser under any legal investment or similar laws or regulations. You should consult your own attorney, business advisor and tax advisor as to legal, business or tax advice related to a purchase of the Notes.

The Notes and the Parent Guarantee have not been and will not be registered under the Securities Act, the securities laws of any state of the United States or the securities laws of any other jurisdiction.

Neither the U.S. Securities and Exchange Commission (“U.S. SEC”) nor any state securities commission nor any other securities regulatory authority has approved or disapproved of these securities or determined if this offering memorandum is truthful or complete. Any representation to the contrary is a criminal offense.

In connection with this offering, the Joint Global Coordinators and Joint Bookrunners may engage in transactions that stabilize, maintain or otherwise affect the price of the Notes. Specifically, the Joint Global Coordinators and Joint Bookrunners may over-allot in connection with this offering, may bid for and purchase the Notes in the open market and may impose penalty bids. For a description of these activities, see “Plan of Distribution”.

PRIIPS REGULATION/PROHIBITION OF SALES TO EEA RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

IMPORTANT NOTICE TO PROSPECTIVE INVESTORS PURSUANT TO PARAGRAPH 21 OF THE HONG KONG SFC CODE OF CONDUCT

Prospective investors should be aware that certain intermediaries in the context of this offering of the Notes, including certain Joint Global Coordinators and Joint Bookrunners, are “capital market intermediaries” (“CMIs”) subject to Paragraph 21 of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission (the “SFC Code”). This notice to prospective investors is a summary of certain obligations the SFC Code imposes on such CMIs, which require the attention and cooperation of prospective investors.

Prospective investors important who are the directors, employees or major shareholders of the Issuer, the Parent Guarantor, a CMI or its group companies would be considered under the SFC Code as having an association (“Association”) with the Issuer or the Parent Guarantor, the CMI or the relevant group company. Prospective investors associated with the Issuer or the Parent Guarantor or any CMI (including its group companies) should specifically disclose this when placing an order for the Notes and should disclose, at the same time, if such orders may negatively impact the price discovery process in relation to this offering. Prospective investors who do not disclose their Associations are hereby deemed not to be so associated. Where prospective investors disclose their Associations but do not disclose that such order may negatively impact the price discovery process in relation to this offering, such order is hereby deemed not to negatively impact the price discovery process in relation to this offering.

Prospective investors should ensure, and by placing an order prospective investors are deemed to confirm, that orders paced are bona fide, are not inflated and do not constitute duplicated orders (i.e. two or more corresponding or identical orders placed via two or more CMIs). If a prospective investor is an asset manager arm affiliated with any Joint Global Coordinator and Joint Bookrunner, such prospective investor should indicate when placing an order if it is for a fund or portfolio where the Joint Global Coordinator and Joint Bookrunner or its group company has more than 50% interest, in which case it will be classified as a “proprietary order” and subject to appropriate handling by CMIs in accordance with the SFC Code and should disclose, at the same time, if such “proprietary order” may negatively impact the price discovery process in relation to this offering. Prospective investors who do not indicate this information when placing an order are hereby deemed to confirm that their order is not a “proprietary order”. If a prospective investor is otherwise affiliated with any Joint Global Coordinator and Joint Bookrunner, such that its order may be considered to be a “proprietary order” (pursuant to the SFC Code), such prospective investor should indicate to the relevant Join Bookrunner when placing such order. Prospective investors who do not indicate this information when placing an order are hereby deemed to confirm that their order is not a “proprietary order”. Where prospective investors disclose such information but do not disclose that such “proprietary order” may negatively impact the price discovery process in relation to this offering, such “proprietary order” is hereby deemed not to negatively impact the price discovery process in relation to this offering.

Prospective investors should be aware that certain information may be disclosed by CMIs (including private banks) which is personal and/or confidential in nature to the prospective investor. By placing an order, prospective investors are deemed to have understood and consented to the collection, disclosure, use and transfer of such information by the Joint Global Coordinators and Joint Bookrunners and/or any other third parties as may be required by the SFC Code, it being understood and agreed that such information shall only be used for the purpose of complying with the SFC Code, during the bookbuilding process for this offering. Failure to provide such information may result in that order being rejected.

NOTICE TO MAURITIAN INVESTORS

This offering memorandum has not been and will not be registered as a prospectus or a statement in lieu of a prospectus with the Financial Services Commission of Mauritius. This offering memorandum has not been and will not be approved by any regulatory authority in Mauritius, including, but not limited to, the Financial Services Commission, the Registrar of Companies or the Stock Exchange of Mauritius. This offering memorandum and the Notes are not and should not be construed as an advertisement, invitation, offer or sale of any securities to the public of any person resident in Mauritius.

The Notes may not be offered or sold, directly or indirectly, to the public in Mauritius. Neither this offering memorandum, nor any offering material or information contained herein relating to the offer of Notes, may be released or issued to the public in Mauritius or used in connection with any such offer. This offering memorandum does not constitute an offer to sell Notes to the public in Mauritius.

Noteholders are not protected by any statutory compensation arrangements in Mauritius in the event of the Issuer’s failure although the Notes are guaranteed by the Parent Guarantor and are secured pursuant to the Indenture, the Share Pledge and the Issuer Floating Charge.

The Mauritius Financial Services Commission is not responsible for the contents of this offering memorandum and shall not be liable to any action in damages suffered in connection with this offering memorandum.

PRESENTATION OF FINANCIAL AND OTHER DATA

Unless otherwise specified or the context otherwise requires:

Financial Statements

The Group

This offering memorandum includes the Group’s audited consolidated financial statements as of March 31, 2023 and 2024 and for each of the three years in the period ended March 31, 2024 (the “Group’s Audited Financial Statements”), which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Group’s audited consolidated financial statements as of March 31, 2023 and 2024 and for each of the three years in the period ended March 31, 2024 have been audited by S.R. Batliboi & Co. LLP (“S.R. Batliboi”), an independent registered public accounting firm, as set forth in their reports thereon, which are included in this offering memorandum.

Non-IFRS Financial Measures

This offering memorandum contains non-IFRS measures and ratios, including Adjusted EBITDA, cash flow to equity (“CFe”) and Net Debt which are not required by, or presented in accordance with, U.S. SEC requirements, IFRS or the accounting standards of any other jurisdiction.

The Group defined adjusted EBITDA as loss for the year plus (a) current and deferred tax, (b) finance costs and fair value changes on derivative instruments, (c) change in fair value of warrants (if recorded as expense) (d) depreciation and amortisation, (e) listing expenses, (f) share based payment and other expense related to listing less (g) share in loss of jointly controlled entities (h) finance income and fair value change in derivative instruments, (i) change in fair value of warrants (if recorded as income).

The Group defines CFe as Adjusted EBITDA plus non-cash expense and finance income and fair value change in derivative instruments, less interest expense paid, tax paid/(refund) and normalized loan repayments. Normalized loan repayments are repayment of scheduled payments as per the loan agreement. Ad hoc payments and refinancing are not included in normalized loan repayments. The definition also excludes changes in net working capital and investing activities.

Non-IFRS measures should not be considered in isolation and are not measures of the financial performance or liquidity of the Group under IFRS and should not be considered as an alternative to operating profit or loss for the period or any other performance measures derived in accordance with IFRS or as an alternative to cash flow from operating, investing or financing activities or any other measure of the Group’s liquidity derived in accordance with IFRS. The non-IFRS measures of the Group do not necessarily indicate whether cash flow will be sufficient or available for cash requirements and may not be indicative of the results of operations of the Group.

Non-IFRS financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with IFRS. Non-IFRS financial information may be different from similarly titled non-IFRS measures used by other companies. The principal limitation of these non-IFRS financial measures is that they exclude significant expenses and income that are required by IFRS to be recorded in our financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-IFRS financial measures.

Due to these limitations, none of the Group’s non-IFRS measures should be considered as measures of discretionary cash available to the Group to invest in the growth of their business or as measures of cash that will be available to them to meet their obligations. You should compensate for these limitations by relying primarily on the IFRS results of the Group and using these non-IFRS measures only to supplement your evaluation of their performance.

Rounding

Certain amounts in this offering memorandum have been rounded. Accordingly, amounts shown as totals may not be the arithmetic sum of the amounts that precede them.

Currency Translations

This offering memorandum contains translations of Indian rupee amounts to U.S. dollars solely for the convenience of the reader. Unless otherwise stated, all translations for March 31, 2024 numbers were made at the exchange rate of Rs.83.34 per U.S.$1.00, being the noon buying rate in New York City for cable transfer in non-U.S. currencies as certified for customs purposes by the Federal Reserve Bank of New York as of March 31, 2024. No representation is made that the Indian rupee amounts referred to in this offering memorandum have been, could have been or could be converted into U.S. dollars at that rate or any other rate.

Currency Presentation

Unless otherwise specified or the context otherwise requires, all references to “rupee(s),” “Rs.,” “Indian rupee(s)” and “INR” are to the lawful currency of India and all references to “$,” “U.S.$” and “U.S. dollar(s)” are to the lawful currency of the United States.

Other than as disclosed in this offering memorandum, there has been no material adverse change in the prospects of the Group since the date of the last published audited financial statements.

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this offering memorandum concerning our industry and the regions in which we operate, including our general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources and reports provided to us. We have not independently verified the accuracy or completeness of any third-party information. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based upon its management’s knowledge of the industry, have not been independently verified. While we believe that the market data, industry forecasts and similar information included in this offering memorandum are generally reliable, such information is inherently imprecise. Forecasts and other forward-looking information obtained from third parties are subject to the same qualifications and uncertainties as the other forward-looking statements in this offering memorandum. In addition, assumptions and estimates of our future performance and growth objectives and the future performance of our industry and the markets in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this offering memorandum.

CERTAIN DEFINITIONS

Unless otherwise specified or the context otherwise requires, in this offering memorandum:

GLOSSARY OF TECHNICAL INDUSTRY TERMS

FORWARD-LOOKING STATEMENTS

This offering memorandum contains both historical and forward-looking statements. Forward-looking statements may contain words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “goal,” “intend,” “plan,” “seek,” “will” and similar expressions. Similarly, statements that describe the strategies, objectives, plans or goals of the Group are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant statement.

Forward-looking statements appear throughout this offering memorandum and include statements regarding our intentions, beliefs or current expectations concerning, among other things, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance and the markets in which we operate. The forward-looking statements contained in this offering memorandum are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.

The future events referred to in these forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Group, which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of and the environment in which the Group will operate and are not a guarantee of future performance. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Important factors that could cause the actual results, performance or achievements to differ materially from those in the forward-looking statements include the following:

Additional factors that could cause the actual results, performance or achievements to differ materially include those discussed under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” When relying on forward-looking statements, including projections, you should carefully consider the foregoing factors and other uncertainties and events, especially in light of the political, economic, social and legal environment in which the Group operates. Such forward-looking statements speak only as of the date on which they are made. Accordingly, the Issuer does not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise. The Issuer does not make any representation, warranty or prediction that the results anticipated by such forward-looking statements will be achieved. Accordingly, you should not place undue reliance on any forward-looking statements to evaluate the future prospects of the Issuer.

LISTING OF THE NOTES

Application will be made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the listing of and quotation for the Notes on the Official List of the SGX-ST.

The Notes will be traded on the SGX-ST in a minimum board lot size of S$200,000 (or its equivalent in other currencies) for so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require.

For so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, the Issuer shall appoint and maintain a paying agent in Singapore, where the Notes may be presented or surrendered for payment or redemption, in the event that the Global Certificates are exchanged for individual definitive certificates. In addition, in the event that the Global Certificates are exchanged for individual definitive certificates, an announcement of such exchange will be made by the Issuer through the SGX-ST and such announcement will include all material information with respect to the delivery of the individual definitive certificates, including details of the paying agent in Singapore.

TABLE OF CONTENTS

RISK FACTORS

Investing in the Notes involves risk. You should carefully consider all the information in this Offering Memorandum, including the risks and uncertainties described below, before investing in the Notes. The risks and uncertainties described below are those that the Issuer believes are material to the Issuer or the Group, but they may not be the only ones the Issuer or the Group face. Additional risks and uncertainties, including those that the Issuer is not aware of or currently considers immaterial which may become material, may decrease the value of the Notes. If any of the following risks occur, the Issuer’s or the Group’s business, prospects, financial condition, results of operations and cash flows could suffer, the value of the Notes could decline, the Issuer may not be able to meet its obligations under the Notes and you may lose all or part of your investment.

Prospective investors should pay particular attention to the fact that the Issuer is incorporated in Mauritius, and is subject to a legal and regulatory environment which differs in certain respects from that of other countries. This Offering Memorandum also contains forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in this Offering Memorandum. For further details, see “Forward-Looking Statements”.

In making an investment decision, prospective investors must rely on their own examination of the Issuer, the Group and the terms of this offering, including the merits and risks involved. You should consult your tax, financial and legal advisors about the particular consequences to you of investing in the Notes.

Risks Relating to the Group’s Business

We face risks and uncertainties when developing our projects.

The development and construction of our projects (including wind, solar, hydro, transmission, manufacturing, etc.) involve numerous risks and uncertainties and require extensive research, planning and due diligence. Before we determine that a project is economically, technologically or otherwise feasible, we may be required to incur significant capital expenditure for land and interconnection rights, regulatory approvals, preliminary engineering, equipment procurement, legal and other matters. Success in developing a project depends on many factors, including:

Generally, our PPAs require that we bring our projects to commercial operation by a certain date. There may be delays or unexpected difficulties in completing our projects as a result of these or other factors. We may also have to reduce the size of some of our projects due to occurrence of any of these factors. If we experience such problems, our business, financial condition, results of operations and prospects could be materially and adversely affected. Further, the majority of our PPAs provide for a reduction of tariff if we fail to commission a project by the scheduled commission date. For example, there have been delays in the commissioning of certain projects in Karnataka. If we are unable to adhere to project timelines for reasons other than as specifically contemplated in the PPAs, it could result in the reduction in tariffs, or other damages, including paying liquidated damages for delay in commissioning of projects or granting the off-taker the right to draw on performance bank guarantees provided by us, including in certain cases up to 100% of the bank guarantee, or the termination of the PPAs. Further, we may also be subject to penalties in respect of failure to ensure transmission of electricity from the project to the grid and the respective off-taker, as agreed under the respective PPA and/or transmission agreements

If environmental conditions at our energy projects are unfavourable, our electricity production, and therefore our revenue from operations may be substantially below expectations.

The revenue generated by our projects is proportional to the amount of electricity generated by those projects, which in turn is dependent on prevailing environmental conditions that impact those projects. In the year ended March 31, 2024, revenue generated from our wind power and solar power projects accounted for 50% and 41% of our total revenue. Operating results for wind, solar and hydro energy projects vary significantly depending on natural variations from season to season and from year to year and may also change permanently because of climate change or other factors. In some periods, the wind, solar or hydro conditions may fall within our long-term estimates but not within the averages expected for such a period, while in some periods, the wind, solar or hydro conditions may also fall outside our long-term estimates. In addition, the amount of electricity our projects produce is dependent in part on the amount of sunlight or radiation (in the case of solar power projects), on hydrological conditions (in the case of hydro power projects) and on actual wind conditions, including wind speed (in the case of wind power projects).

Wind energy is highly dependent on weather conditions and in particular on wind conditions, which can be highly variable, particularly during the monsoon season in India which generally lasts from May to September. The profitability of a wind energy project depends not only on observed wind conditions at the site, which are inherently variable, but also on whether observed wind conditions are consistent with assumptions made during the project development phase. Actual wind conditions at these sites, however, may not conform to the measured data in these studies and may be affected by variations in weather patterns, including any potential impact of climate change. For example, wind resource availability in recent years has generally been lower than projected, which has lowered the plant load factors and energy generation at several of our projects. In addition, climatic conditions may be adversely affected by nearby objects (such as buildings, other large-scale structures or wind turbines) developed later by third parties. Therefore, the electricity generated by our wind energy projects may not meet our anticipated production levels. If the wind resources at a particular site are below the levels we expect including in terms of quality, our rate of return for that project would be below our expectations.

We base our investment decisions with respect to each solar energy project on the findings of related solar studies conducted on -site prior to construction. However, actual climatic conditions at a project site may not conform to the findings of these studies. Unfavourable weather and atmospheric conditions could impair the effectiveness of our projects or reduce their output to levels below their rated capacity Reduced availability groundwater as an impact of climate change could increase costs. Water scarcity could impact the health and productivity of ReNew’s workforce. Furthermore, components of our generation and transmission systems could be damaged by severe weather conditions, such as hailstorms, tornadoes or lightning strikes or levels of pollution, dust and humidity. The operational performance of a particular solar energy project also depends on the contour of the land on which the project is situated. In case of highly variable contour land, the output of the solar farm situated on such a surface may be sub-optimal. Our solar power projects are also affected by the monsoon season, which generally lasts from May through September.

Our hydroelectric power generating projects will be dependent upon hydrological conditions prevailing from time to time in the broad geographic regions in which our plants are / will be located. There can be no certainty that the water flows at our existing and future sites will be consistent with our expectations, or that climatic and environmental conditions will not change significantly from the prevailing conditions at the time our projections were made. Water flows vary each year, and depend on factors such as rainfall, snowfall, rate of snowmelt and seasonal changes. Our existing and future hydropower plants may be subject to substantial variations in climatic and hydrological conditions which may reduce water flow and thus our ability to generate electricity. While we plan to select hydropower plants for bidding on the basis of their projected outputs, the actual water flow required to produce those outputs may not exist or be sustained. If hydrological conditions result in droughts or other conditions that adversely affect our existing or proposed hydroelectric generation business, our results of operations or cash flows could be materially and adversely affected.

A sustained adverse change in environmental and other conditions at our wind, solar or hydro energy projects could materially and adversely decrease the volume of electricity generated and could also impact market demand for wind, solar and hydro projects. As a consequence, our business, financial condition, results of operations, cash flows and prospects may be materially and adversely affected.

There are a limited number of purchasers of utility-scale quantities of electricity, which exposes us and our energy projects to risks.

We generated 63% of our total income from PPAs with central and state government-utility companies in the year ended March 31, 2024, while the remaining 37% of our total income is primarily attributable to transmission sales, open market sales, sales to commercial and industrial businesses, financial income and other income. Further, we have one customer that is a state distribution company which accounted for over 10% of our total income in the year ended March 31, 2024. Since distribution of electricity is controlled by central and state government-utility companies in India, there is a concentrated pool of potential purchasers for grid connected, utility-scale electricity generated by solar, wind and hydro energy projects. Such concentration may increase our exposure to the credit risk of a limited number of customers. If any of these utilities or power purchasers become unable or unwilling to fulfil their contractual obligations under the relevant PPA or refuses to accept power delivered under the PPAs or otherwise terminates such agreements prior to the expiration thereof, our assets, liabilities, business, financial condition, results of operations and cash flows could be materially and adversely affected. Furthermore, if the financial condition of these utilities or power purchasers deteriorates or other government policies to which they are currently subject to change, demand for electricity produced by our utility-scale wind, solar and hydro projects could be adversely impacted.

The majority of our revenue is exposed to fixed tariffs, changes in tariff regulation and structuring.

A substantial portion of our income is derived from the sale of electricity based on the tariffs specified in the PPAs, which are mostly determined through the competitive bidding process. Tariffs for our commercial and industrial customers are based on bilateral negotiations. Tariff rates for our PPAs for utility-scale wind energy projects, utility-scale solar energy projects and our utility-scale firm power projects are determined under a feed -in tariff mechanism, or “FiT,” or a bidding regime or are bilaterally agreed with third- party off-takers. The majority of our PPAs provide for fixed tariff rates. Under a few PPAs, the tariff is subject to escalation provisions. As a result, thereof, any reductions in tariffs may adversely affect our financial condition.

The term of our PPAs with central government agencies and state electricity distribution companies is generally 25 years from the date commercial operations commence for each of our projects. The terms of our PPAs with commercial and industrial customers range from three to 25 years. Further, we have three agreements in the transmission business with the Government of India (“GoI”) for a term of 35 years each. Under our long-term PPAs, we typically sell power generated from our projects to state distribution companies at pre-determined, fixed tariffs. Accordingly, if there is an industry-wide increase in tariffs or if we seek an extension of the term of the PPA, we

may not be able to renegotiate the terms of the PPA to take advantage of the increased tariffs. In addition, in the event of increased operational costs, we may also not have the ability to reflect a corresponding increase in tariffs and pass through these costs to our off-takers. Therefore, the prices at which we supply power generally have little or no relationship with the costs incurred in generating power. While some of our PPAs provide for tariff increase due to “change in law,” any such increase in tariff requires regulatory approvals which can be time consuming and expensive. Further, majority of our PPA have a term of up to 25 years which is less than the useful life of our power generating assets, which averages 30 years. In the event a PPA is not renewed, we may be unable to sell the power we generate on favourable terms or at all, which could negatively impact the amount revenue we derive from the underlying asset.

We may face difficulties in recovering the costs (whether by tariff increases or litigation) of such corrective measures from the respective state governments/authorities in a timely manner and may also face resistance from the regulators when we seek an increase in tariff rates. This may lead to disputes and impact our cash flows and results of operations.

We have various claims before electricity regulatory commissions, tribunals, and courts. These generally relate to PPAs where "change in law" events, such as the implementation of amendments to the Indian goods and services tax (“GST”) law, have led us to seek tariff adjustments for additional expenditures. In some cases, there are precedents supporting such claims. However, there is a risk that certain claims may be dismissed, reconciliation processes may fail, or other deficiencies may prevent us from obtaining the sought relief. This could impact our cash flow, as these costs are either already incurred or will be incurred under various PPAs. While not a litigation matter involving us, the Appellate Tribunal for Electricity (“APTEL”) has allowed certain events as valid ground for “change in law" claims under a PPA. The judgment was challenged before the Supreme Court of India. Supreme Court has stayed the enforceability of APTEL’s order only with respect to limited portions of the original claim, specifically for carrying cost expenses incurred after the commercial operation date and Operation and Maintenance (“O&M”) expenses. A number of companies' favourable "change in law" claims are pending implementation. Recovery for those claims could be limited to carrying cost expenses incurred after the commercial operation date and O&M expenses, which are subject to the Supreme Court's decision. Unfavourable decisions may impact our profitability, revenue and cash flows.

Counterparties to our PPAs may not fulfil their obligations, which could result in a material adverse impact on our business, financial condition, results of operations and cashflows.

We generated 63% of our total income from PPAs with central and state government-utility companies in the year ended March 31, 2024. Some of the off -takers may become subject to insolvency or liquidation proceedings during the term of our PPAs, and the credit support received from such off-takers may not be sufficient to cover our losses in the event of a failure to perform. In addition, external events, such as an economic downturn or failure to obtain regulatory approvals, could also impair the ability of some our off-takers to fulfil their obligations under the PPAs.

There may also be delays associated with collection of receivables from off-takers because of their financial condition. Government entities to which we sell power do not have international credit ratings that we can use to evaluate their credit condition. While we are entitled to charge interest for delayed payments, the delay in recovering the amounts, including interest, due under these PPAs could adversely affect our operational cash flows. As of March 31, 2024, we had gross trade receivables of Rs. 24,212 million, of which receivables from government owned or controlled entities accounted for Rs. 21,079 million.

Although the central and state governments in India have taken steps to improve the liquidity, financial condition and viability of state electricity distribution utility companies, there can be no certainty that these utility companies will have the resources to pay us on time or at all. Any failure to recover from these distribution companies could have an adverse impact on our financial condition, results of operations and cash flows.

Further, to the extent any of our off-takers are, or are controlled by, governmental entities, bringing actions against them to enforce their contractual obligations is often difficult. Our facilities may also be subject to legislative or other political action that may impair their contractual performance.

Our PPAs may be terminated upon the occurrence of certain events.

Our profitability is largely a function of our ability to manage our costs during the terms of the PPAs and operate our power projects at optimal levels. If we are unable to manage our costs effectively or operate our power projects at optimal levels, our business and results of operations may be adversely affected. Our PPAs typically allow an off-taker to terminate the agreement or demand penalties from us upon the occurrence of certain events, including but not limited to, the failure to comply with prescribed minimum shareholding requirements; complete project construction or connection to the transmission grid by a certain date; supply the minimum amount of power specified; comply with prescribed operation and maintenance requirements; obtain regulatory approvals and licenses; comply with technical parameters set forth in grid codes and regulations; and comply with other material terms of the relevant PPA. Furthermore, most of our PPAs allow termination on a case-by-case basis in the event force majeure event(s) continue for an extended period of time. We have terminated certain projects on account of force majeure event(s), delay in allotment of revenue land due to changes in government allotment policy(ies), which are pending adjudication before various courts/ judicial forums in India. For example, ReNew Solar Power Private Limited along with two of our subsidiaries, sought termination of their respective PPAs on account of force majeure and impossibility of performance. The Uttar Pradesh Electricity Regulatory Commission permitted termination of the PPAs without financial penalties. The counterparty SECI has filed an appeal against the order which is pending before the Appellate Tribunal for Electricity. Additionally, we may be required to terminate our PPAs on the grounds of force majeure and / or delay in tariff adoption. If a PPA is held to be terminated invalidly, we could be exposed to additional financial and legal liability, reputational damage, and we might not be able to enter into a new PPA on favourable terms or at all.

In a matter before CERC, one of our subsidiaries, has sought for extension of scheduled commercial operation date in the PPA on account of force majeure and change in law events. While established CERC precedents suggest a favourable outcome is likely, there remains a risk that the subsidiary could be liable for liquidated damages if the outcome of the petition is otherwise.

In instances of PPA termination where we are entitled to receive termination payments from a counterparty or distribution company due to such counterparty’s or distribution company’s material breach, there can be no certainty that such counterparty or distribution company will make such payments on time or at all. Further, it is unlikely that termination payments will be adequate to pay all the outstanding third-party debt that we have borrowed for the project.

Certain of our PPAs allow our off-takers to purchase a portion of the relevant project from us under certain circumstances. Some of the PPAs also entitle our lenders to appoint another party as the operator of our projects, under certain circumstances, such as the creation of security contravening the terms of the relevant PPAs, bankruptcy, insolvency or winding up proceedings against a power generator, or a change in control event without the lender’s consent. If any such third party is not appointed within the stipulated time, the PPAs may be terminated by the off-takers and we may be required to acquire the project on mutually agreed terms in the relevant PPAs. If we are unable to acquire the project, the lenders may enforce their mortgage rights under the respective credit agreements. If such buy-outs or step-ins occur and we are unable to locate and acquire suitable replacement projects on time or at all, our business, financial condition and results of operations may be materially and adversely affected.

If the term of a PPA is less than the expected life of a project, this may expose us to the risk of being unable to sell the power generated after the term of the PPA or being required to sell power at less favourable tariffs and terms than stipulated under the original PPA for such project. Failure to re-enter into or renew PPAs in a timely manner and on terms that are acceptable to us could adversely affect our business, results of operations and cash flows. There could also be accounting consequences if we are unable to extend or replace expiring PPAs, including writing down the carrying value of assets at such power project.

Our in-house EPC operations expose us to certain risks.

We undertake EPC-related services for our solar, wind, transmission and manufacturing projects, which exposes us to certain risks that would ordinarily be borne by third parties. As a result, we are exposed to the following construction related risks, which if we had entered into a third-party EPC contract on fixed price would have insulated us:

Additionally, we are primarily responsible for all equipment and construction defects, potentially adding to the cost of construction of our projects. Although we generally obtain warranties from our equipment suppliers, we cannot assure that we will be successful with any warranty claims against all our suppliers. If our EPC programs and policies are insufficient and fail to ensure the smooth operation of our plants and development activities, we may incur additional costs in engaging third party service providers to undertake our EPC activities or experience significant delays or disruption of our operations. We also enter into solar and wind energy project contracts on a business-to-business basis under which we are responsible for designing, constructing, and installing and maintaining these projects. Any delay, default, malfunctioning or unsatisfactory performance by our in-house teams could result in significant losses, damage our reputation and expose us to claims which we may not be able to recover from any third party, and therefore, adversely affect our business, cash flows and results of operations. The construction projects are capital intensive, requires significant time and are subject to delays or cost overruns, which could require us to expend additional capital and adversely affect our business and operating results. Such potential events include shortages and late delivery of building materials and facility equipment, installation, commissioning and qualification of equipment, labour disputes, delays or failure in securing the necessary governmental approvals, building sites or land use rights, and other changes to plans necessitated by changes in market conditions. Such delays could adversely affect our business, cash flows and results of operations.

Operation and maintenance of renewable energy projects involve significant risks that could result in unplanned outages, reduced output, interconnection or termination issues, or other adverse consequences.

There are risks associated with the operation of our projects including but are not limited to:

These and other factors could have adverse consequences on our projects. Unanticipated capital expenditures associated with maintaining or repairing our projects would reduce profitability. In addition, due to supply chain disruptions, replacement and spare parts for solar panels, wind turbines and other key pieces of equipment may be difficult or costly to acquire or may be unavailable.

Any of the risks described above could significantly decrease or eliminate the revenues of a project, significantly increase a project’s operating costs, or give rise to damages or penalties as per the contract owed by us to an offtaker, another contractual counterparty, a governmental authority or another third party. Any of these events could have a material adverse effect on our business financial condition and results of operations.

We are subject to credit and performance risk from third-party suppliers and contractors.

We enter into contracts with third-party suppliers of equipment, materials and other goods and services for the development, construction and operation of our projects as well as for other business operations. Our major equipment is covered through vendor warranty ranging from two to three years for wind turbines, up to 30 years for solar modules and 5 years for inverters. While we maintain a diversified set of vendors, we remain subject to the risk that vendors will not perform their obligations. If our vendors do not perform their obligations, or if they deliver any components that have a manufacturing defect or do not comply with the specified quality standards and technical specifications, it may result in a material breach of the relevant supply agreement. While we may be able to make a claim against the applicable warranty to cover all or a portion of the expenses or losses associated with the defective product, such claims may not be sufficient to cover all of our expenses and losses resulting from the defect. In

addition, our suppliers could cease operations and no longer honour their warranties, which would leave us to cover the expense and losses associated with the defective products. If our third- party providers are unable to perform their obligations, including due to bankruptcy, winding up or any injunction, we may incur additional costs in finding a replacement service provider in a timely manner and could experience significant delays in performing our related obligations.

Contractors and suppliers in our projects are generally subject to liquidated damages for failures to achieve timely completion or for performance shortfalls. Our O&M contractors may fail to plan their operational strategy for the complete lifecycle of a given project, which could potentially create problems such as an inability to service turbines or solar modules over the project lifecycle, or failure to maintain the required site infrastructure or adequate resources at project sites. If our O&M contractors fail to perform as required under O&M agreements, affected projects may experience decreased performance, reduced useful life or shutdowns, any of which may adversely affect our operational performance, financial condition and results of operations. Liquidated damages payable under third-party engineering, procurement and construction services (“EPC”) and O&M contracts are generally limited to a specified amount or a percentage of the contract price or the annual fees payable. As a result, the liquidated damages recovered from defaulting vendors may not be sufficient to cover our losses. Furthermore, in instances where our contractors or suppliers are involved in disputes, litigations, or regulatory issues, their ability to fulfil their contractual obligations to us may be compromised, leading to project delays, additional costs, and potential legal liabilities for us. We may also face the risk that our contractors may subcontract critical tasks to third parties who may not meet our standards or requirements, further increasing the risk of non-performance or substandard performance. In such events, our recourse against the primary contractor may be limited, and we may have to directly address the deficiencies of the subcontractors, leading to increased complexity and cost in executing our projects.

Our business has grown rapidly since its inception, and it may not be able to sustain its rate of growth.

Given the size of our project portfolio has grown considerably since inception, we may not be able to grow at similar rates in the future. Although we intend to continue to expand our business significantly with a number of new projects in both existing and new geographies, we may not be able to sustain our historical growth rate for various reasons. Success in executing our growth strategy is contingent upon, among others:

Our existing operations, personnel and systems may not be adequate to support our growth and expansion plans and we may need to make additional investments in people, processes and systems to support our growth. As we grow, we also expect to encounter additional challenges in relation to project selection, construction management and capital commitment processes, as well as our project financing capabilities. These factors may restrict our ability to take advantage of market opportunities, execute our business strategies successfully, respond to competitive pressures and maintain our historical growth rates.

Restrictions on solar equipment imports, and other factors affecting the price or availability of solar equipment, may increase our business costs.

A substantial portion of our equipment, mainly solar cells, wafer and modules, are imported from China and certain other countries. Any restrictions or additional duties imposed by the governments of India or China, or of any other exporting countries could adversely affect our business, results of operations and prospects. For example, in March 2021, the GoI imposed customs duties on the import of solar modules and solar cells after March 31, 2022. As a result, we were subject to imposition of customs duties by government authorities for importing solar modules from China. There is no assurance that other such duties will not be levied in the future. Such duties could result in an increase in our input costs for our solar business, especially if the costs cannot be passed on to our off-takers, which could have a material adverse impact on our business, financial condition, cash flows and results of operations.

The Ministry of New and Renewable Energy, GOI exempted projects commissioned by March 31, 2024, from procuring modules only from approved suppliers. Effective April 1, 2024, the Approved List of Models and Manufacturers requirement has been reinstated for government-sponsored or subsidized solar projects. These regulations may increase our input costs and affect project timelines, creating challenges for procuring imported photovoltaic modules due to domestic capacity constraints. Reliance on domestic modules may impact projects with tariffs based on lower imported module prices. Government measures to promote domestic manufacturing and reduce import dependence may lead to additional regulatory changes and compliance costs, potentially affecting our project economics and operational flexibility.

We through our subsidiaries had also secured registrations under the Project Import Regulations, 1986 for import of goods required for setting up certain solar power projects, including solar modules, at a lower rate of customs duty than otherwise applicable individually on such goods. The GoI has amended the Project Import Regulations, 1986 as well as the Customs Tariff Act, 1975 (by way of the Finance Act, 2023 notified with effect from April 1, 2023), resulting in the removal of such lower rate of customs duty for goods required for solar power projects. These amendments have been challenged before the High Court of Delhi, and a favourable interim order has been secured by us. If the court rules against us, we may face significant adverse financial implications due to the increased customs duties on our imports. The final decision on this matter is still pending. Further, measures addressing the use of forced labour in the global solar supply chain by the United States and other countries are disrupting global solar supply chains and may impact our operations. The Uyghur Forced Labour Prevention Act, in effect in the

United States from June 21, 2022 creates a presumption that imports of any goods made either wholly or in part in Xinjiang have been produced with forced labour. That presumption is rebuttable if the U.S. Customs and Border Protection (“CBP”) determines, based on “clear and convincing evidence,” that the goods in question were not produced “wholly or in part by forced labour,” and submits a report to the U.S. Congress setting out its findings. Other jurisdictions have also been enacting similar legislation or are in the process of doing so.

Though we ask our vendors to represent that they abide by international labours norms and do not allow forced labour in their operational set-ups, we cannot determine with certainty whether all our suppliers comply with such norms. If they were found not to follow them, we might have to find alternative suppliers on short notice, resulting in construction delays, disruption and higher costs. While we have developed multiple supply sources in a number of countries, we could still be adversely affected by increased costs, negative publicity, or other materially adverse consequences to business. If we are not in compliance with these or other similar export restrictions or other similar laws and regulations that apply to our operations, we may be subject to civil or criminal penalties and other materially adverse consequences.

Delays in obtaining, or a failure to maintain, governmental approvals and permits required to construct and operate our projects may adversely affect such projects and our business.

The design, construction and operation of our projects are highly regulated, require various governmental approvals and permits, and may be subject to conditions that may be stipulated by relevant government authorities which vary from state to state. There can be no certainty that all permits required for a given project will be granted on time or at all. If we fail to obtain or renew such licenses, approvals, registrations and permits in a timely manner, we may not be able to commence or continue operating our projects in accordance with our contracted schedules or at all, which could adversely affect our business and results of operations. An example of such delay is the approval required for “change in land use from agricultural to non-agricultural” in the state of Karnataka, India. Such approvals can take between six months to two years, which could impact our ability to meet the timelines under our PPAs. In such circumstances, we may have to begin the development of projects while the relevant approvals are pending. In another matter, an agreement with a distribution company was terminated due to delays caused by the unavailability of the transmission system, which was beyond our control. The distribution company has filed an appeal before APTEL, which is pending. Similarly, our 200 MW solar project with MSEDCL was terminated for the same reason, and MSEDCL has also filed an appeal before APTEL, and the same is currently pending. Additionally, delays in granting connectivity for the total contracted or LOA capacity have been challenged by an industry developer, and the matter is pending before the AP High Court. These matters, if decided adversely against us, may have a detrimental impact on our projects and business operations.

We have also received notices from regulatory authorities on our compliance with certain wind and solar generation regulations and the billing rates with respect to power consumption, and we have filed petitions with regulatory authorities regarding the billing methodology. There is no certainty that relevant government authorities will not take any action in the future which may expose us to penalties or have a material adverse impact on our operations and cash flows.

We are also exposed to changes in the legal and regulatory environment, including taxes, tariffs, and data privacy laws, which could increase operating costs or result in litigation. Delays may persist due to government office backlogs and our projects may be hindered or terminated due to the government prohibiting different aspects of our operations.

Ongoing legislative and regulatory changes could further impose additional compliance burdens and uncertainties, affecting our long-term strategic planning and operational efficiency.

Implementing our growth strategy requires significant capital expenditure and will depend on our ability to maintain access to multiple funding sources on acceptable terms.

We require significant capital for the installation and development of our projects and to grow our business. We believe that we have benefitted from a well-balanced mix of equity, corporate debt and project financing that has contributed to the rapid growth of our business. We might not be able to continue financing or refinancing our projects with an effective combination of equity and debt as we have done in the past and the interest rates and the other terms of available financing might not remain attractive. We may also from time to time divest certain assets to monetize their value for our wider business. These plans are subject to various contingencies and uncertainties, and the performance of the relevant asset.

Any changes to our growth strategy could impair our ability to expand our project portfolio and growth into new business lines or territories. In addition, high interest rates could adversely affect our ability to secure financing on favourable terms and increase our cost of capital. Our ability to obtain external financing on favourable terms is subject to a number of uncertainties, including our financial condition, results of operations and cash flows; interest rates; our ability to comply with financial covenants in other financing arrangements; our credit rating and those of our project subsidiaries; the general conditions of the global equity and debt capital markets and the liquidity in the market. If we are unable to obtain financing on attractive terms or sustain the funding flexibility we have enjoyed in the past, our business, financial condition, results of operations and prospects may be materially and adversely affected.

The delay between making significant upfront investments in our wind, solar and hydro power projects and receiving revenue could materially and adversely affect our liquidity, business, results of operations and cash flows.

There are generally many months or even years between our initial bid in renewable energy auctions to build solar, wind and hydro energy projects and the date on which we begin to recognize revenue from the sale of electricity generated by such projects. Our initial investments include legal, accounting and other third-party fees, costs associated with project analysis and feasibility studies, payments for land rights, payments for interconnection and grid connectivity arrangements, government permits, engineering and procurement of solar panels, modules, balance of system costs or other payments, which may be non-refundable. As such, projects may not be fully monetized for 25 years from commencement of commercial operations given the typical length of the PPAs, but we bear the costs of our initial investment upfront. Furthermore, we have historically relied on our own equity contribution and debt to pay for costs and expenses incurred during project development. We typically recognize revenue from energy projects only when they are operational and we commence supply of power to off-takers. There may be long delays from the initial bid to projects becoming shovel- ready, due to the timing of auctions, permits and the grid connectivity process. The timing gap between our upfront investments and actual generation of revenue, or any added delay in between due to unforeseen events, could put strains on our liquidity and resources and materially and adversely affect our profitability, results of operations and cash flows.

If we cannot develop our projects and convert them into operational projects for any reason, our business will not grow and we may have significant write-offs and penalties.

We may be unable to meet our development targets because we may have difficulty in converting our under-construction projects into operational projects. Completing construction of the under-construction projects into operational projects as anticipated, or at all, involve numerous risks and uncertainties. From time to time, we have been constrained to either partially abandon projects on which we had started development work, or re-categorize projects to a less advanced stage than previously assigned to them.

Abandonment or re-categorization of our projects may make it difficult for us to achieve our capacity goals by target dates if at all. Substantial expenses may also be incurred in the construction and development of the projects. If such projects cannot be developed into operational projects, we may have to write-off such expenses, which could have a material adverse effect on our business, cash flows, financial condition and results of operations. We may also face significant transmission penalties if we are unable to execute our projects. In addition, those projects that begin commercial operations may not meet the return expectations due to schedule delays, cost overruns or revenue shortfalls or they may not generate the capacity that we anticipate or generate revenue in the originally anticipated time period or at all.

Our ability to deliver electricity to various counterparties requires the availability of and access to interconnection facilities and transmission systems, and we are exposed to the extent and reliability of the Indian power grid and its dispatch regime.

Our ability to sell electricity is impacted by the availability of, and access to, relevant and adequate evacuation and transmission infrastructure required to deliver power to our contractual delivery point and the arrangements and facilities for interconnecting our generation projects to the transmission systems, which are owned and operated by third parties or state electricity boards. The operational failure of existing interconnection facilities or transmission facilities or the lack of adequate capacity of such interconnection or transmission facilities or evacuation infrastructure may adversely affect our ability to deliver electricity to our counterparties which may subject us to penalties under the PPAs.

India’s physical infrastructure, including its electricity grid, is less developed than that of many countries. As a result of grid constraints, such as grid congestion and restrictions on transmission capacity of the grid, the transmission and dispatch of the full output of our projects may be curtailed. We may have to stop producing electricity during periods when electricity cannot be transmitted for instance, when the transmission grid malfunctions. Further, in certain cases, the interconnection approval to the grid is granted on a temporary basis. If interconnection approvals are not regularized, it may result in lack of evacuation facilities being available for projects. This may affect our ability to supply the contracted amount of power to the off-taker which may result in penalties being imposed on us under the PPAs. Furthermore, if construction of power projects in India, particularly in the states and regions that we operate in, outpaces transmission capacity of power grids, we may not be in a position to transmit all of our potential electricity to the power grid and therefore are dependent on the availability of the grid infrastructure.

If transmission infrastructure does not already exist, is inadequate or is otherwise unavailable, we are responsible for establishing a connection with the grid interconnection ourselves. In such cases, we will be exposed to additional costs and risks associated with developing transmission lines and other related infrastructure, including the ability to obtain rights of way from landowners for the construction of transmission grids, which may delay or increase the cost of our projects.

Although the GoI has accorded renewable energy “must-run” status (which means that any renewable power that is generated must always be accepted by the grid), power producers and government entities are required to undertake planned generation and drawing of power in order to maintain the safety of the power grid. The GoI also imposes deviation charges for shortfall or excess in the generation of power in order to facilitate grid integration and stability of solar and wind power generating stations. In some cases, this may curtail our ability to transmit electricity into the power grid, which may adversely affect our financial condition and results of operations.

Technical problems may reduce energy production below our expectations.

Our generation assets, including transmission lines and facilities that we construct or own, may not continue to perform due to equipment failure, wear and tear, latent defects, design error or operator error, early obsolescence or force majeure events, among other things, which may lead to unexpected maintenance needs, unplanned outages or other operational issues and have a material adverse effect on our projects, business, financial condition and results

of operations. In addition, spare parts for wind and solar turbines and key pieces of electrical equipment may be hard to acquire, or may have significant sourcing lead time. Specifically, for wind turbines, we utilize the proprietary technology of some of our vendors and any failure by that vendor in supplying the technology or providing periodic maintenance or upgrade in a timely basis could adversely impact our operations. Further, our sources for some significant spare parts and other equipment are located outside of India. If there is a shortage of critical spare parts or replacement solar modules, we could incur significant delays in returning our facilities to full operation. There also may be unforeseen expenses if vendors default on their warranty obligations.

Any mechanical failure or shutdown of equipment could result in us having to shut down the entire project. Such events could materially and adversely impact our generating capacity. If any shutdowns continue for extended periods, this may give rise to contractual penalties or liabilities, loss of off -takers and damage to our reputation. Although we are entitled to be compensated by manufacturers for certain equipment failures and defects in certain cases, these arrangements may not be enough to cover all losses suffered. While manufacturing defects are typically covered under the warranty agreements, we may have to bear the costs of repairing the equipment for any damages not foreseeably covered under our supply agreements. Our business, financial condition, results of operations and cash flows could be materially and adversely affected if we cannot recover the expense and losses associated with the faulty component from these warranty providers.

The growth of our business depends on developing and securing rights to sites suitable for the development of projects.

Our ability to realize our business and growth plans is dependent on our ability to develop and secure rights to sites suitable for the development of projects. Suitable sites are determined on the basis of cost, wind, solar and hydro resource levels, topography, grid connection infrastructure and other relevant factors, which may not be available in all areas. Further, wind, solar and hydro energy projects must be interconnected to the power grid in order to deliver electricity, which requires us to find suitable sites with adequate evacuation and transmission infrastructure, including right of way. Solar energy and transmission infrastructure projects also require sufficient contiguous land for development, which may be difficult to procure on suitable terms. Some locations used for evacuation and transmission facilities are not owned by us and are located on land owned by third parties. Land used for our projects is subject to other third-party rights such as rights of passage and rights to place cables and other equipment on the properties, which may interfere with our right to use the land and ultimately impair our operations.

If any of the above factors occur, our successful land procurement cannot be assured. Any failure by us to secure suitable sites may materially impact the development of a project and may also result in non-compliance with related conditions under project agreements. If this occurs across a number of our projects, our business and prospects could be materially and adversely affected.

We do not own all the land on which we operate.

Some of the land area we utilize or intend to utilize for our projects is leased and we may be subject to conditions under the lease agreements through which we acquire rights to use such land. Conditions under lease agreements typically include restrictions on leasehold interest or rights to use the land, continual operating requirements, and other obligations which include obtaining requisite approvals, payment of necessary statutory charges and giving preference to local workers for construction and maintenance. We are also exposed to the risk that these leases will not be extended or will be terminated by the relevant lessors. Some of our projects are located, or will be located, on revenue land that is owned by the state governments or on land acquired or to be acquired from private parties. The timeline for transfer of title in the land is dependent on the type of land on which the projects are, or will be, located, and the policies of the relevant state government in which such land is located. In the case of land acquired from private parties, which is agricultural land, the transfer of such land from agriculturalists to non -agriculturalists such as our Company and the use of such land for non-agricultural purposes may require an order from the relevant state land or revenue authority allowing such transfer or use. For revenue land, we obtain a lease from the relevant

government authority. In certain cases, the land leased for the development of renewable energy projects is obtained on a sub-lease. Such land may be subject to disputes on account of right of way, encroachment and other related issues.

There is no certainty that the outstanding approvals would be received on time, or that lease or sub-lease deeds would be executed in a timely manner, such that the operation of the projects will continue unaffected. In certain cases, any delay in the construction or commissioning of a project may result in termination of the lease. Further, the terms of lease and sub-lease agreements may also not be co-terminus with the lifetime of the power projects, taken together with the period of time required for construction and commissioning of the project. Accordingly, we will have to obtain extensions of the terms of such leases and/or sub-leases for the remainder of the operational life of the project. In the event that the relevant lessor does not wish to renew the lease or sub-lease agreements, we may be forced to remove our equipment at the end of the lease and/or sub-leases and we may not be able to find an alternative location in the short term or at all and our business, results of operations, cash flows and financial condition could be adversely affected.

Further, some of the wind energy projects which we have acquired from OEMs are located on government revenue land leased to the OEM. In such cases, the OEM has typically sub-leased the land to us. If the original lease for such land is terminated due to any action or omission by the OEM (over which we have no control), we may lose our sub-leasehold rights as well. If any of the above factors occur, our successful land procurement cannot be assured. Any failure by us to secure suitable sites may materially impact the development of a project and may also result in non-compliance with related conditions under project agreements. If this occurs across a number of our projects, our business and prospects could be materially and adversely affected.

We may face difficulties as we expand our operations into new areas of business or geographies within renewable/ green energy generation in which we have limited or no prior operating experience.

Our capacity for continued growth depends in part on our ability to expand our operations into, and compete effectively in, new areas of business and geographies. We continue to explore entering into new business segments, such as green hydrogen through strategic partnerships with other entities. We have also entered in the business of building electricity transmission infrastructure, battery storage solutions, manufacturing of solar modules and trading of carbon credits. Additionally, we have established a power trading subsidiary to explore opportunities for earning revenue from the power exchange. Selling power on the energy exchange instead of selling power on predetermined rates under the long term PPAs, may result in fluctuations in our revenue as the price at which power is sold may vary and would depend on the demand and supply for energy in the short-term energy exchange market.

Each new line of business is subject to distinct competitive and operational dynamics. Operating in such different areas may also impact our ability to bid competitively and ensure power generation in accordance with the terms of the bid, or as the case may be, PPAs entered into with the customers, all of which may affect our results of operations, and key business metrics. It may be difficult for us to understand and accurately predict the impact of varying customer preferences and assess the financial impact of operating in new lines of businesses that we may enter into in the future. In addition, the market for each such new line of business may have unique regulatory dynamics of its own that are not common to other areas/lines of business that we already operate in. These include laws and regulations that can directly or indirectly affect our ability to set up and operate projects in such areas within renewable energy generation as well as analyse the costs associated with, among others, setting up new projects (including entering into arrangements with third parties with respect to EPC and/or operation and maintenance for such projects), insurance, support and monitoring such projects.

We are also exploring new geographies for our various businesses. During the past year we have entered into term sheets and framework agreements with various organizations regarding new technologies. Entry into new geographies may expose us to country specific regulatory, trade, taxation and geopolitical risks. While we believe these new businesses and geographies will increase our vertical integration and the range of addressable business opportunities, they may not be successful in the timeframe and manner we anticipate. If we invest substantial time and resources to expand our operations and are unable to manage these risks effectively, our business, financial condition, cash flows, reputation and results of operations could be adversely affected.

We may not be successful in pursuing strategic partnerships, acquisitions and capital recycling, and future partnerships and acquisitions may subject us to additional risks and not bring us anticipated benefits.

A principal component of our strategy is to expand our operations by growing our project portfolio through selective acquisitions of existing or committed projects, and capital recycling. We are continuing to explore joint venture, partnership and capital recycling opportunities with complementary and strategic businesses.

We may not be able to identify suitable strategic investment or joint venture or capital recycling opportunities at acceptable cost/price and on commercially reasonable terms, obtain the financing necessary to complete and support such investments or integrate such businesses or investments effectively. Further, this strategy may also subject us to uncertainties and risks, including acquisition and financing costs, potential ongoing and unforeseen or hidden liabilities, diversion of resources and cost of integrating acquired businesses. Successful integration of acquired projects will depend on our ability to effect any required changes in operations or personnel and may require capital expenditure. We could face difficulties in integrating the technology and employees of acquired businesses with our existing technology and organisation, and it could take substantial time and effort to integrate the business processes being used in the acquired businesses with our existing business processes. Any failure to successfully integrate the portfolio of projects may limit our ability to grow our business.

We may encounter difficulties in selling assets, finding investors for asset sale, or joint ventures or integrating the acquired projects in a timely and cost-effective manner, difficulties in cultural alignment, difficulties in establishing effective management information and financial control systems, and unforeseen legal, regulatory, contractual or other issues which may potentially impact growth and impact investor sentiments. In addition, we may not be able to complete the asset recycling envisaged in case the investor rescinds the contract, changes in regulatory framework or any other unforeseen events which may make the transaction unviable and may potentially impact our profitability, projections and cashflows.

While we evaluate acquisition opportunities based on our targeted return, operational scale and diversification criteria and on whether we consider these opportunities to be available at reasonable prices, acquisitions involve risks that could materially and adversely affect our business, including the failure of the new acquisitions or projects to achieve the expected investment results, adverse impact of purchase price adjustments, and the inability to achieve potential synergies in a profitable manner, risks associated with the diversion of our management’s attention from our existing business and risks associated with entering into any markets. In addition, liabilities may exist that we do not discover in our due diligence prior to the consummation of an acquisition, or circumstances may exist with respect to the entities or assets acquired that could lead to liabilities, litigation or reputational risk and unforeseen payments by us. In each case, we may not be entitled to sufficient, or any, recourse against the vendors or contractual counterparties to an acquisition agreement. The discovery of any material liabilities after an acquisition, as well as the failure of a new acquisition to perform according to expectations, could adversely affect our business, financial condition, cash flows and results of operations.

Additionally, changes in regulatory or market conditions post-acquisition could affect the anticipated benefits of the acquisition and require adjustments to our strategic plans. We may also face increased scrutiny from regulators or stakeholders as a result of acquiring new businesses, which could lead to additional compliance costs and potential delays in the integration process.

We face competition from conventional and other renewable energy producers.

Our primary competitors include domestic and foreign conventional and renewable energy project developers, independent power producers and utilities. We compete with renewable energy project developers in India on many factors including the success of other alternative energy generation technologies (such as fuel cells, nuclear and biomass), site selection, access to vendors, access to project land, efficiency and reliability in project development and operation and auction bid terms. The deregulation of the Indian power sector and increased private sector investment have intensified the competition we face. The Electricity Act, 2003 removed certain licensing requirements for power generation companies, provided for open access to transmission and distribution networks and also facilitated additional capacity generation through captive power projects, which are projects where captive power plants generate electricity for consumption by the project as opposed to relying on energy provided by the grid, or the power plant providing electricity to the grid. These reforms provide opportunities for increased private sector participation in power generation. Specifically, the open access reform enables private power generators to sell power directly to distribution companies and, ultimately, to the end consumers, enhancing the financial viability of private investment in power generation. Through the competitive bidding process, we compete for project based on many factors including pricing, technical and engineering expertise, financial conditions, including specified minimum net worth criteria, financing capabilities and track record. Submitting a competitive bid at a wind or solar power project auction requires extensive research, planning, due diligence and a willingness to operate with lower operating margins for sustained periods of time. If we miscalculate our tariff rates and incorrectly factor costs for construction, development, land acquisition and price of components (including due to increase in duties and other levies), the economics of our bid may be affected and the project may become economically unviable. Further, competition may force us bid for the lower tariffs which may impact our IRR levels. Coupled with an expected surplus in solar power capacity in India, such developments could lead to greater pricing pressures for energy producers in the future. We cannot assure you that we will be able to compete effectively, and our failure to do so could result in an adverse effect on our business, results of operations and cash flows.

Further, we compete with both conventional and renewable energy companies for the financing needed to develop and construct projects. We also compete for the limited pool of qualified engineers and personnel with requisite industry knowledge and experience, equipment supplies, permits and land to develop new projects. Our operational projects may compete on price if we sell electricity into power markets at wholesale market prices. We may also compete with other conventional energy (whose tariffs may be more competitive) and renewable energy generators when we bid on, negotiate or renegotiate a long-term PPA. Additionally, some state utilities may prefer entering into PPAs with conventional energy suppliers.

Any growth in the scale of our competitors may result in the establishment of advanced in-house engineering, EPC and O&M capabilities, which may offset any current advantage we may have over them. These competitors may also decide to enter into new business avenues such as round-the-clock projects and firm power projects which directly compete with our current position. Moreover, any merger of our suppliers or contractors with any of our competitors may limit our choices of suppliers or contractors and reduce our overall project execution capabilities.

Furthermore, technological progress in conventional forms of electricity generation or the discovery of large new deposits of conventional fuels could reduce the cost of electricity generated from those sources or make them more environmentally friendly. Demand for renewable energy may also be adversely impacted by public perceptions of the direct and indirect benefits of adopting renewable energy technology as compared against using conventional forms of electricity generation. As a result, demand for electricity from renewable energy sources may reduce rendering our projects uncompetitive which may affect our business, financial condition, cash flows and prospects.

Our operations have inherent safety risks and hazards that require continuous oversight.

Our results depend on our ability to identify and mitigate the risks and hazards inherent to operating in the power generation and transmission industry. We seek to minimise these operational risks by carefully installing and maintaining our equipment and conducting our operations in a safe and reliable manner. However, failure to manage these risks effectively could impair our ability to operate and result in unexpected incidents, including structural collapse, equipment failure, fire and industrial accidents including due to electrocution, working at height and handling heavy equipment. These and other hazards, including natural disasters, can cause or result in personal injury or death, damage to and destruction of property, plant and equipment and disruption or suspension of operations.

We are required to comply with anti-corruption laws and regulations of the United States government, United Kingdom and India. The implementation of compliance procedures and related controls may be time consuming and expensive and possibly not effective, and our past non-compliance or our future failure to comply, if any, may subject us to civil or criminal penalties and other remedial measures.

We are subject to a number of anti-corruption laws, including the Foreign Corrupt Practices Act or “FCPA” of the United States, the Bribery Act 2010, or “Bribery Act,” of the United Kingdom and the Prevention of Corruption Act, 1988 in India. The current and future jurisdictions in which we operate our business may have experienced governmental corruption to some degree, and, in certain circumstances, strict compliance with anti-bribery and anti-corruption laws may conflict with local customs and practices. Any failure to comply with anti-corruption laws applicable to us could result in fines, penalties, criminal sanctions on our officers, disgorgement of profits and prohibitions on doing business, which could harm our reputation and business, financial condition, results of operations and prospects. Any violations of these laws (including other U.S. laws and regulations as well as non-U.S. and local laws), regulations and procedures by our personnel, vendors and agents could expose us to administrative, civil or criminal penalties, fines or restrictions on activities and adversely affect our business, financial condition, cash flows and results of operations.

Further, any non-compliance in such acts and regulations may adversely affect our reputation and could cause some of our investors to sell their interests in our Company to be consistent with their internal investment policies or to avoid reputational damage, and some investors might forego the purchase of our equity shares, all of which may adversely impact the market prices of our Class A ordinary Shares and Warrants. Moreover, we may face increased scrutiny from regulators and stakeholders, which could lead to additional compliance costs and operational disruptions. The potential for reputational harm and financial penalties might also hinder our ability to secure new business opportunities and partnerships, affecting our growth prospects and competitive position.

Material weaknesses in our internal controls over financial reporting could materially and adversely affect our financial condition and results of operations and our ability to operate our business.

While we manage regulatory compliance by monitoring and evaluating our internal controls to ensure that we follow all relevant statutory and regulatory requirements, there can be no certainty that deficiencies in our internal controls and compliances will not arise, or that we will be able to implement, and continue to maintain, adequate measures to rectify or mitigate any such deficiencies in our internal controls, in a timely manner or at all. We are exposed to operational risks arising from inadequacy or failure of internal processes or systems. Our growth may outpace these internal controls resulting in exposure to various risks. In addition, we are exposed to risk associated with fraud or misconduct of our employees. While we incur significant accounting and auditing expenses and spend significant management time complying with the requirements to evaluate and test our internal controls, we may not be safeguarded against all fraud or misconduct by employees or outsiders, unauthorized transactions by employees and operational errors. Employee or executive misconduct could also involve the improper use or disclosure of confidential information or data breach or other illegal acts, which could result in regulatory sanctions and reputational or financial harm, including harm to our brand.

In connection with our assessment of internal control over financial reporting for Fiscal 2023, we concluded that there were material weaknesses pertaining to: delayed performance of review controls and absence of adequate evidence with respect to operation of review controls, including those related to significant estimates and financial statement close process, such as control attributes, the precision levels applied, and completeness and accuracy of data and reports used; and inadequate segregation of duties for recording and review of manual journal entries. These deficiencies were successfully remediated during the year ended March 31, 2024. Although we have instituted remedial measures to address the material weakness identified and continually review and evaluate our internal control systems to allow management to report on the sufficiency of our internal controls, we cannot assure you that we will not discover additional weaknesses in our internal controls over financial reporting. Further, our management continually improves, simplifies and rationalizes our internal control framework where possible. However, any additional weaknesses or failure to adequately remediate the existing weakness could materially and adversely affect our financial condition or results of operations and/or our ability to accurately report our financial condition and results of operations in a timely and reliable manner.

The loss of any of our senior management or key employees may adversely affect our ability to conduct business and implement our strategy.

We depend on our management team and the loss of any key executives could adversely impact our business. We also depend on our ability to retain and motivate key employees and attract qualified new employees. Because the renewable energy industry is relatively new in India, there is a scarcity of skilled personnel with experience in the industry. If we lose a member of our management team or a key employee, we may not be able to replace him or her. Integrating new executives into our management team and training new employees with no prior experience in the renewable energy industry could prove disruptive to our operations, require a disproportionate number of resources and management attention which may ultimately prove unsuccessful. An inability to attract and retain sufficient technical and managerial personnel could limit our ability to effectively manage our operational projects and complete our under-development projects on schedule and within budget, which may adversely affect our business and strategy implementation.

The order of the Supreme Court of India directing a conversion of existing overhead transmission lines into underground transmission lines in certain environmentally protected areas might adversely impact the business and operation of certain Group entities.

A writ petition was filed in 2019 before the Supreme Court of India seeking the conservation of two critically endangered species of birds, the Great Indian Bustard and the Lesser Florican, majorly existing in the states of Rajasthan and Gujarat. The petitioner through an interim application sought directions to ensure predator proof fencing, barring installation of overhead powerlines, installation of solar infrastructure in priority and potential area as identified by the Wildlife Institute of India in the states of Rajasthan and Gujarat (“Designated Area”), and installation of divertors for certain powerlines (as listed in the application) for the conservation of these two species. The Supreme Court has directed that all low voltage overhead powerlines in the Designated Area shall be converted into underground powerlines. In relation to the conversion of the high voltage overhead powerlines in the Designated Area into underground powerlines, the Supreme Court specified a list of powerlines where the bird divertors shall be installed and a list of powerlines where an assessment shall be made by a committee with regards to the feasibility of their undergrounding.

By its order dated April 21, 2022, the Supreme Court directed the installation of bird diverters on overhead transmission lines in specified priority areas by July 20, 2022, and instructed the Central Electricity Authority to set quality standards for these bird diverters in consultation with an appointed committee. An application to modify these directions was filed by the Wind Independent Power Producers Association, and the Supreme Court adjusted its directive to place all transmission lines underground, allowing for modifications based on the relevant needs of the Great Indian Bustard. The Court appointed a new 9-member Expert Committee to assess the feasibility and extent of

overhead and underground electric lines in the Priority Area. The Expert Committee must submit its report to the Supreme Court by July 31, 2024. The directive, as adjusted, narrows the requirement to place all transmission lines underground, meaning only certain portions will need to be underground based on the Expert Committee’s recommendations. The petition before the Supreme Court is still pending. For more details, refer to the section titled “Business — Legal Proceedings”.

We have substantial indebtedness and are subject to restrictive and other covenants under our debt financing arrangements.

As of March 31, 2024, we had total borrowings (which consisted of long-term interest-bearing loans and borrowings including current maturities of long-term interest-bearing loans and borrowings and short-term interest- bearing loans and borrowings) of Rs. 647,316 million (including compulsorily convertible debentures of Rs. 18,536 million). We expect to continue to finance a significant portion of our project development costs with debt financing. Our ability to meet payment obligations under our outstanding debt depends on our ability to generate significant cash flow. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control, such as, the general condition of global equity and debt capital markets, economic and political conditions and development of the renewable energy sector. If we are unable to generate sufficient cash flow to satisfy our debt obligations or other liquidity needs, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. There is no certainty that any refinancing or restructuring of debt would be possible, that any assets could be sold or, if sold, of the timing of the sales and the amount of proceeds that may be realized from those sales, or that additional financing could be obtained on acceptable terms, if at all. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms may result in default on our debt obligations and make it more difficult for us to obtain financing in the future, which in turn would materially and adversely affect our financial condition and results of operations.

Our existing credit agreements contain a number of covenants that in certain cases could limit our ability and our subsidiaries’ ability to, among other things, effect changes in the control, management or capital structure of our company, change or amend the constitution or articles and memorandum of association, transfer or dispose of assets, pay dividends or make distributions, incur additional indebtedness, create liens, make investments, loans and acquisitions, engage in transactions with affiliates, merge or consolidate with other companies or sell substantially all of its assets. If we are unable to comply with the terms of our credit agreements, our lenders may choose to accelerate our obligations under our credit agreements and foreclose upon the collateral, or we may be forced to sell assets, restructure our indebtedness, or seek additional equity capital, which would dilute our shareholders’ interests. Failure to comply with any covenant could result in an event of default under the agreement and the lenders (or any subsequent lender) could make the entire debt immediately due and payable. In the past, however, in the rare instance when such covenants have been breached, no lender has called an event of default or exercised their rights to accelerate the repayment of debt.

Some of our subsidiaries previously have not been in compliance with certain financial ratios under their respective financing agreements. Moreover, some of our subsidiaries have not created security within specified timelines agreed with lenders in the relevant financing arrangements, typically due to reasons including delay in obtaining change in land use permissions from relevant authorities, which can be a time-consuming process in India. We have historically been able to cure these breaches, refinance the relevant facility or procure waivers or extensions in timelines from the relevant lenders. Further, certain similar breaches exist as of the date of this Offering Memorandum for which we have applied to the lenders for relevant waivers or extensions and relief from penalty interest provisions under the relevant facilities. To date none of our lenders have issued a notice of default or accelerated repayment on the basis of such breaches. There can be no assurance that lenders will not choose to enforce their rights or that we will be able to remedy these current breaches in the same manner as was done previously.

Impairment of our long-term assets may have an adverse impact on our results of operations and financial condition.

We recognized goodwill of Rs. 11,596 million as of March 31, 2024. Goodwill has an indefinite life under IFRS. This amount is allocated to our cash generating units or groups of cash generating units, which, if they contain goodwill, are tested at least annually for impairment or more frequently when there is an indication that the units may be impaired. If the recoverable amount of the cash generating unit is less than it carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized in the statement of profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

We are subject to events and circumstances that can lead to an impairment loss, including macroeconomic industry and market conditions, significant adverse shifts in our operating environment or the manner in which an asset is used, pending litigation or other regulatory matters and current or forecasted reductions in operating income or cash flows associated with the use of an asset. Impairment loss can adversely impact our results of operations and financial condition.

We are involved in various tax and legal proceedings that may cause us to incur significant fees, costs and expenses and may result in unfavourable outcomes.

We are involved in various tax and legal proceedings that involve claims for various amounts of money or how we conduct our business. Such proceedings could divert our management’s time and attention and consume financial resources. As of March 31, 2024, we had disputes with various tax authorities, including the commercial taxes departments of certain states, concerning, among other things, income tax and entry tax. We are also involved in certain disputes with off-takers, including in relation to the recovery of overdue payments from our off -takers and delay in setting up of projects and supply of electricity. Changes in regulations or tax policies, or adoption of differing interpretations of existing provisions, and enforcement thereof by governmental, taxation or judicial authorities in India relating to us may result in legal proceedings from time to time. We have ongoing disputes with certain of our off-takers in connection with claims for increased tariffs due to “change in law,” “force majeure events” and others. See the section titled “Business — Legal Proceedings”.

Additionally, claims may be brought against or by us from time to time regarding, for example, defective or incomplete work, defective products, accidents or deaths, damage to or destruction of property, breach of warranty, late completion of work, delayed payments or regulatory non-compliance, and may subject us to litigation, arbitration and other legal proceedings, which may be expensive, lengthy, and occasionally disrupt normal business operations and require significant attention from our management.

We regularly receive notices from various authorities regarding our business operations. We carefully track these notices and generally respond in a timely manner. However, there is a risk that some notices may not be responded to in timely/adequate manner, due to various internal and external reasons. These reasons may include delayed receipt or receipt of notices at an incorrect office address or delay due to internal assessment and document collation to verify facts, strategize and adequately respond to such notices. This may result in adverse impact to us in the nature of fines, penalties, and / or sanctions.

Unfavourable outcomes or developments relating to these proceedings, could have a material adverse effect on our business, financial condition and results of operations. Moreover, legal proceedings, particularly those resulting in judgments or findings against us, may harm our reputation and competitiveness in the market. See the section titled “Business — Legal Proceedings”.

If we incur an uninsured loss or a loss that significantly exceeds the limits of our insurance policies, the resulting costs may adversely affect our financial condition.

We, including our directors and officers may face contractual or civil liabilities or fines in the ordinary course of business as a result of damages suffered by PPA counterparties or third parties, which may require us to make indemnification or other damage payments under contract or otherwise in accordance with law, and our contracts may not have adequate limitations of liability for direct or indirect damage.

Our insurance coverage may not be sufficient to cover all losses and our insurance coverage is subject to deductibles, caps, exclusions and other limitations. Our policies may not be sufficient to cover our losses which may arise due to natural disasters, terrorist attacks, or changes in climate conditions, amongst other calamities. Further, due to rising insurance costs and changes in the insurance markets, there is no certainty that our insurance coverage will continue to be available at all or at rates or on terms similar to those presently available. A loss for which we are not fully insured or any losses not covered by insurance could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Changes in technology may render our technologies obsolete or require us to make substantial capital investments.

We attempt to maintain the latest international technology standards and the technology requirements for our business. However, the technology relevant to our business is continuously evolving. Some of our existing technologies and processes in the wind, solar including solar cell and module manufacturing, and hydro energy business may become obsolete or perform less efficiently compared to newer and better technologies and processes. Currently, many of our plants utilize older technologies, and while we are actively working on adapting and developing newer technologies, the transition is ongoing and may not be completed in the time frames or within the economic terms we have anticipated. Further, we may not be able to access newer technologies at competitive prices or at all, which may restrict us from participating in bids competitively.

The cost of upgrading to these new technologies and processes, along with the potential need to retrofit or replace existing systems, can be substantial. The cost of upgrading or implementing new technologies, upgrading our existing equipment, or expanding capacity could be significant and may adversely affect our results of operations if we are unable to pass on such costs to our off-takers. The development and implementation of such technology entail technical and business risks and significant costs of implementation. Failure to respond to technological changes effectively and timely may adversely affect our business, results of operations, hinder our ability to secure future projects, and adversely impact our long-term financial performance and growth prospects.

In addition, we may adopt new technologies such as peak power supply, round the clock supply and storage services for growth and cost effectiveness. We could face difficulties implementing and integrating new technologies, on account of substantial time and effort for adoption, stabilization and unbudgeted cost escalations. Any failure to successfully deploy new technologies may limit our ability to grow our business.

We may not be able to adequately protect our intellectual property rights, including the use of the “ReNew” name and the associated logo, which could harm our competitiveness.

We have obtained the trademark registration for the “ReNew” marks and logos under various classes in India and the United Kingdom. We have also applied for the “ReNew” marks and logos under various classes in the United States. These applications are in currently at different stages and may or may not fructify into successful registrations. We believe that the use of our name and logo is vital to our competitiveness and success and for us to attract and retain our customers and business partners. Any improper use or infringement by any party could adversely affect our business, financial condition and results of operations. Furthermore, some of our applications for the registration of trademarks under various classes have been refused in the past, and to the extent our current pending applications are refused, we may be unable to adequately protect our trademarks. There is no assurance that the measures we have taken will be sufficient to prevent any misappropriation of our intellectual property.

Enforcement of any intellectual property rights could be time consuming and costly. We may not be able to establish our rights to such intellectual property in the absence of relevant registrations and accordingly may not be able to take appropriate action or prevent the use of such name or logo by third parties. If the measures we take do not adequately safeguard our intellectual property rights, we could suffer losses due to competing offerings of services that exploit our name and logo. We may also be subject to claims for breach of intellectual property by third parties if we are unable to secure adequate protection in relation to our name and logo.

We have entered into a number of related party transactions and may continue to enter into related party transactions in the future.

In the ordinary course of our business, we enter into transactions with related parties. While we believe that all such transactions have been conducted on an arm’s length basis, there can be no assurance that we could not have achieved more favourable terms if such transactions had not been entered into with related parties. Furthermore, it is likely that we will continue to enter into related party transactions in the future. There can be no assurance that these or any future related party transactions that we may enter into, individually or in the aggregate, will not have an adverse effect on our business, financial condition and results of operations. Further, the transactions with our related parties may potentially involve conflicts of interest. Additionally, there can be no assurance that any dispute that may arise between us and related parties will be resolved in our favour.

Our results of operations and cash flows could be adversely affected by strikes, work stoppages or increased wage demands by our employees or any other kind of disputes with our employees.

As of March 31, 2024, we had 3,988 full-time employees. While we have not had any instances of strikes or lock -outs since we commenced operations, we may experience disruptions in our operations due to disputes or other problems with our workforce, and efforts by our employees to modify compensation and other terms of employment may divert management’s attention and increase operating expenses. From time to time, we also enter into contracts with independent contractors to complete specific assignments and these contractors are required to provide the labour necessary to complete such assignments. Although we do not engage these laborers directly, we may be held responsible for wage payments to laborers engaged by contractors should the contractor’s default on wage payments. The occurrence of such events could materially adversely affect our business, prospects, financial condition, cash flows and results of operations.

Fluctuations in foreign currency exchange rates may adversely affect our expenditures and could result in exchange losses.

The business activities of the Group are primarily carried out in Indian Rupees. However, some of our capital expenditures, particularly those for equipment and raw materials imported from international suppliers, such as solar module panels, and external borrowings are denominated in foreign currencies and some of our other obligations, including our external commercial borrowings, are also denominated in these currencies. Revenues from some of our new business such as carbon credit are denominated in foreign currency.

While we have hedged our external commercial borrowings and our costs denominated in foreign currency against currency fluctuations, changes in exchange rates may still adversely affect our results of operations and financial condition. Any amounts spent to hedge the risks to our business due to fluctuations in currencies may not adequately hedge against any losses we incur due to such fluctuations. There is no assurance that we will be able to reduce our foreign currency risk exposure, through the hedging transactions we have already entered into or will enter into, in an effective manner, at reasonable costs, or at all.

Natural and catastrophic events and terrorist attacks may reduce energy production below our expectations.

A natural disaster, severe weather conditions or an accident that damages or otherwise adversely affects any of our operations could materially and adversely affect our business, financial condition and results of operations. Severe floods, lightning strikes, earthquakes, extreme wind conditions, severe storms, wildfires, adverse monsoons and other unfavourable weather conditions (including those from climate change) or natural disasters could damage our property and assets or require us to shut down plants or related equipment and facilities, impeding our ability to maintain and operate our projects and decreasing electricity production levels and revenues from operations. In addition, catastrophic events such as explosions, terrorist acts or other similar occurrences could result in similar consequences or in personal injury, loss of life, environmental danger or severe damage to or destruction of the projects or suspension of operations, in each case, adversely affecting our ability to maintain and operate the projects and decreasing electricity production levels and revenues from operations. Further, any social unrest or local law and order issues arising from our operational activities may lead to business disruption and reputational loss. Any of these events could adversely affect our business, financial condition, cash flows, results of operations and prospects.

In addition, India, the United States or other countries from where we import equipment may enter into armed conflict or war with other countries or extend pre-existing hostilities. South Asia has, from time to time, experienced instances of civil unrest and hostilities among neighbouring countries. Military activity or terrorist attacks or concerns regarding regional stability, could adversely affect the economy by, for instance, disrupting communications and supply chains. Such events could also create a perception that investments in companies involve a higher degree of risk. This, in turn, could adversely affect customer confidence in the economy on the markets for our solutions and on our business.

Further, global markets are currently operating in a period of economic uncertainty, volatility and disruption as the armed conflicts between Russia and Ukraine, and Israel and Palestine continue. Such armed conflict and the effect of the resulting economic sanctions imposed on these countries and certain citizens and enterprises thereof, as well as the potential responses to such sanctions or any further sanctions, could have an adverse effect on the global economy and are highly uncertain and difficult to predict. As a result, many entities outside the conflict region may be adversely affected by rising prices of commodities such as oil, gas and wheat, or by a potential slowdown in the global economy. The occurrence of large -scale business disruptions potentially give rise to liquidity issues for certain entities and there may also be consequential impacts on the credit quality of some suppliers. As of the date of this Offering Memorandum, while we are not directly involved in the region and, therefore, our exposure to these countries is limited, considering the uncertainties surrounding the impact of the conflict on global economy, we are unable to estimate the extent of any potential effects of the conflict or any escalation of the conflict on our business, results of operation, cash flows or financial condition.

Our business could be adversely affected by security threats, including cybersecurity threats and system failures.

As a renewable energy utility company, we face security threats, including cybersecurity threats to gain unauthorized access to sensitive information, to misappropriate financial assets or to render data or systems unusable; threats to the security of our facilities and infrastructure or third-party facilities and infrastructure, such as evacuation grids and interconnection facilities. The potential for such security threats has subjected our operations to increased risks that could have a material adverse effect on our business. In particular, our implementation of various procedures and controls to monitor and mitigate security threats and to increase security for information, facilities and infrastructure may result in increased capital and operating costs. Moreover, there can be no assurance that such procedures and controls will be sufficient to prevent security breaches from occurring. If any of these security breaches were to occur, they could lead to losses of financial assets, sensitive information, critical infrastructure or capabilities essential to our operations and could have a material adverse effect on our reputation, financial position, results of operations or cash flows.

Cybersecurity attacks in particular are becoming more sophisticated and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and systems, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data. Risk could arise from system defects, such as failures, faults, or incompleteness in computer operations, or illegal or unauthorized use of computer systems. For example, the recent Microsoft outage severely impacted business operations across different industries. These events could lead to financial losses, loss of business or potential liability and may even lead to our projects coming to a complete standstill.

Further, we depend on various external vendors for certain elements of our operations and are exposed to the risk that external vendors or service providers may be unable to fulfil their contractual obligations to us (or will be subject to the same risk of operational errors by their respective employees) and the risk that their (or their vendors) business continuity and data security systems prove to be inadequate. If our external vendors or service providers fail to perform any of these functions, it could materially and adversely affect our business, cash flows and results of operations.

The solar industry may experience periods of structural imbalance between global PV module supply and demand that result in periods of pricing volatility. If our competitors reduce module pricing to levels near or below their manufacturing costs, or are able to operate at minimal or negative operating margins for sustained periods of time, or if global demand for PV modules decreases relative to installed production capacity, cash flows, our business, financial condition, and results of operations could be adversely affected.

In the aggregate, manufacturers of solar cells and modules have significant installed production capacity, relative to global demand, and the ability for additional capacity expansion. We believe the solar industry may from time-to-time experience periods of structural imbalance between supply and demand, and that excess capacity will continue to put pressure on pricing. There may be additional pressure on global demand and average selling prices in the future resulting from fluctuating demand in certain major solar markets, such as China. If our competitors reduce module pricing to levels near or below their manufacturing costs, or are able to operate at minimal or negative operating margins for sustained periods of time, or if global demand for PV modules decreases relative to installed production capacity, our business, financial condition, cash flows and results of operations could be adversely affected.

Problems with product quality or performance may cause us to incur significant and/or unexpected contractual damages and/or warranty and related expenses, damage our market reputation, and prevent us from maintaining or increasing our market share.

We perform a variety of module quality and life tests under different environmental conditions upon which we base our assessments of future module performance over the duration of the warranty. However, if our solar modules perform below expectations, we could experience significant warranty and related expenses, damage to our market reputation, and erosion of our market share. With respect to our modules, we provide a limited warranty covering defects in materials and workmanship under normal use and service conditions for up to 12 years. We also typically warrant those modules installed in accordance with agreed-upon specifications will produce at least 98% of their labelled power output rating during the first year, with the warranty coverage reducing by a degradation factor every year thereafter throughout the limited power output warranty period of up to 25 years to 30 years based on geography of the contract. Among other things, our solar module warranty also covers the resulting power output loss from cell cracking.

If any of the assumptions used in estimating our module warranties prove incorrect, we could be required to accrue additional expenses, which could adversely impact our financial position, operating results, and cash flows. Although we have taken significant precautions to avoid a manufacturing excursion from occurring, any manufacturing excursions, including any commitments made by us to take remediation actions in respect of affected modules beyond the stated remedies in our warranties, could adversely impact our reputation, financial position, operating results, and cash flows.

Our solar modules could suffer various failures, including breakage, delamination, corrosion, or performance degradation in excess of expectations, and our manufacturing operations or supply chain could be subject to materials or process variations that could cause affected modules to fail or underperform compared to our expectations. These risks could be amplified as we implement design and process changes in connection with our efforts to improve our products and accelerate module wattage as part of our long-term strategic plans. In addition, if we increase the number of installations in extreme climates, we may experience increased failure rates due to deployment into such field conditions. Any widespread product failures may damage our market reputation, cause our net sales to decline, require us to repair or replace the defective modules or provide financial remuneration, and result in us taking voluntary remedial measures beyond those required by our standard warranty terms to enhance customer satisfaction, which could have material adverse effect on our operating results and cash flows

The majority of our manufacturing equipment is sourced from China and Europe. If our manufacturing equipment fails or if our equipment suppliers fail to perform under their contracts, we could experience production disruptions and be unable to satisfy our contractual requirements.

The majority of our manufacturing equipment is sourced from China and Europe, is not readily available from multiple vendors and would be difficult to repair or replace if it were to become delayed, damaged, or stop working. If any piece of equipment fails, production along the entire production line could be interrupted. In addition, the failure of our equipment manufacturers to supply equipment in a timely manner or on commercially reasonable terms could delay our expansion or conversion plans, otherwise disrupt our production schedule, and/or increase our manufacturing costs, all of which would adversely impact our operating results and cash flows.

Several of our key raw materials and components, and manufacturing equipment are either single-sourced or sourced from a limited number of suppliers, and their failure to perform could cause manufacturing delays, especially as we expand or seek to expand our business, and/or impair our ability to deliver solar modules to customers in the required quality and quantities and at a price that is profitable to us.

Our failure to obtain raw materials and components that meet our quality, quantity, and cost requirements in a timely manner could interrupt or impair our ability to manufacture our solar modules, or increase our manufacturing costs. Several of our key raw materials and components, and manufacturing equipment are either single-sourced or sourced from a limited number of suppliers. As a result, the failure of any of our suppliers to perform could disrupt our supply chain and adversely impact our operations. We may be unable to identify new suppliers or qualify their products for use on our production lines in a timely manner and / or on commercially reasonable terms. A constraint on our production may result in our inability to meet our capacity plans and/or our obligations under our customer contracts, which would have an adverse impact on our business. Additionally, reductions in our production volume may put pressure on suppliers, resulting in increased material and component costs.

Our failure to effectively manage module manufacturing production costs and selling costs, including costs related to raw materials which are majorly imported, and logistics services and exchange rate fluctuations, could render our solar modules uncompetitive and reduce our net sales, profitability, and/or market share.

Certain of our key raw material purchase contracts include variable pricing terms, which are driven by underlying indices for certain commodities, including aluminium, steel, and natural gas, among others. Fluctuations in such underlying commodity indices may increase our raw material costs. Additionally, an increase in price levels generally, such as inflation related to the cost of raw materials, key manufacturing equipment, labour, and logistics services and exchange rate fluctuations, could adversely impact our profitability.

A disruption in our supply chain for key raw materials, or equipment could interrupt or impair our ability to manufacture solar modules and could adversely impact our profitability and long-term growth prospects.

Our supply chain could be limited if any of our current or future suppliers fail to perform or are unable to acquire an adequate supply in a timely manner or at commercially reasonable prices. If our current or future suppliers cannot obtain sufficient raw materials or key equipment, they could substantially increase prices or be unable to perform under their contracts. Additionally, we may also be unable to effectively manage fluctuations in the availability and cost of logistics services associated with the procurement of raw materials or equipment used in our manufacturing process. If we are unable to pass such cost increases to our customers, a substantial increase in prices or any limitations or disruptions in our supply chain could adversely impact our profitability and long-term growth objectives.

Risks Relating to Mauritius

Perfection and ranking of securities.

Under the laws of Mauritius, the claims of a creditor against a Mauritius company will rank at least pari passu with the claims of all the other unsecured and unsubordinated creditors of that Mauritius company, save for those creditors whose claims may be preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application.

With particular regard to a pledge over the shares of a Mauritius company, it is uncertain whether the registration of a pledge with the Registrar General of Mauritius will (a) satisfy the requirements of paragraph 1(7)(b) of the Fourth Schedule of the Insolvency Act 2009, and (b) confer the relevant priority to a creditor, whose claim is secured by such pledge, in respect of the proceeds of enforcement of the said pledge, to the extent that (x) the Registrar General has not yet implemented a mechanism for the inscription, in their registers, of pledge agreements, and (y) the issue has yet to be determined by the courts of Mauritius.

There may be delays in an enforcement of a floating charge.

The security documents include a floating charge over all assets of the Issuer. Under Mauritius law, a floating charge can only be inscribed in favor of “institutions agréées” (approved institutions) (which includes (i) a bank licensed in Mauritius, and (ii) any financial institution which is a body corporate not registered in Mauritius and having no place of business in Mauritius).

In relation to the floating charge, for the purposes of all powers implied by the Security Law (as defined in the Issuer Floating Collateral) or any applicable statute, the Financial Indebtedness shall be deemed to have become due and payable upon the date of the Issuer Floating Collateral. Save as provided below, the charges given by the Issuer shall become enforceable upon: (a) the occurrence of an enforcement event; or (b) the Issuer requesting the Common Collateral Agent to appoint a receiver or the Common Collateral Agent appointing a receiver; or (c) the Common Collateral Agent being of the opinion that any of the charged property or the charges are in danger of seizure, distress, attachment or other legal process or are otherwise in jeopardy (whether or not the Common Collateral Agent shall have taken possession of the charged property), and the power of sale conferred by the Security Law or any applicable law as extended by the Issuer Floating Collateral shall be exercisable in relation to the charges and the Common Collateral Agent may take possession of any charged property at any time after the charges have become enforceable.

The Common Collateral Agent and any receiver or any delegate may exercise any and all statutory and contractual powers to enforce the floating charge and shall have all other rights, powers and protections conferred by law on mortgagees and receivers (as varied and extended by the Issuer Floating Collateral).

Prior to enforcing the floating charge, the crystallization procedure under the Mauritius Civil Code will need to be complied with. Crystallization is the term used to describe the process by which a floating charge is converted into a normal fixed charge under Mauritius law. A crystallized floating charge will be placed on all the assets covered by the charge.

However, the speed of enforcement of security over the assets that are subject to the floating charge will depend on how fast the steps for conversion of the floating charge into a fixed charge can be taken. In particular, it will depend on how fast an inventory can be made identifying the specific assets over which the charge has been created.

The Security may be voidable.

The Security securing the Notes may be voidable under insolvency, bankruptcy, fraudulent transfer or similar laws of Mauritius. In particular, the Security may be voidable under the laws of Mauritius if the security has been created within the period of six months (or in some circumstances, within (2) two years) prior to the date on which a winding-up petition is presented in respect of the entity providing the Security. If the Security is voided for any reason, the Holders would have only an unsecured claim against the Issuer.

Difficulties in protecting interests and rights through courts.

The enforcement of contractual and other rights against the Issuer may be limited. The rights of Noteholders under the laws of Mauritius may differ from the rights of noteholders of companies incorporated in other jurisdictions. As a result of the above, there may be more difficulties in protecting interests in the face of actions taken by the Issuer’s sole shareholder than as a noteholder of a company organized in other jurisdictions.

You may be unable to enforce your rights under U.S. bankruptcy law; and the insolvency laws of Mauritius and other local insolvency laws may differ from U.S. bankruptcy law or those of another jurisdiction with which you are familiar.

Because the Issuer is organized under the laws of Mauritius, in the event of bankruptcy or insolvency, insolvency proceedings with respect to the Issuer (even if brought in the United States) would most likely be based and governed by the insolvency laws of Mauritius. Under United States federal bankruptcy law, courts typically have jurisdiction over a debtor’s property, wherever located, including property situated in other countries. However, courts outside of the United States may not recognize the United States bankruptcy court’s jurisdiction. Accordingly, difficulties may arise in administering a United States bankruptcy case with property located outside the United States, and any orders or judgments of a bankruptcy court in the United States may not be enforceable outside of the United States. The insolvency laws of Mauritius may be less favorable to the interests of the Noteholders as creditors than the bankruptcy laws of another jurisdiction with which the Noteholders may be familiar, in particular with respect to priority of creditors, ability to obtain post-petition interest and the duration of the insolvency proceedings. The application of these laws, and any conflict between them, may limit the Noteholders’ ability to recover payments due on the Notes to an extent exceeding the limitations arising under other insolvency laws.

There may be difficulty with effecting service of process or enforcing certain judgments on the Issuer.

Any judgment for a definite sum (not being a sum payable in respect of taxes or other charges of a like nature, in respect of a fine or other penalty, or in respect of multiple damages) obtained against the Issuer in a foreign court in respect of any sum payable by it under the Notes will, if such a judgment is final and conclusive, constitute a good cause of action for a law suit (“exequatur application”) in Mauritius against the Issuer to enforce such judgment without re-litigation or re-examination of the issues if: (i) the foreign court which rendered such judgment had jurisdiction to hear the claim; (ii) the foreign court applied the proper law applicable to the determination of the claim against the Issuer; (iii) the judgment of the foreign court was not rendered in breach of any rule of procedural or substantive public order applicable in Mauritius; (iv) the judgment of the foreign court had not been obtained by fraud, or is not upon its face founded in mistake, or irregular and bad by the law of the place where it is awarded; (v)

the Issuer had been regularly summoned to attend the proceedings before the foreign court in accordance with the procedures set out in the rules of the foreign court; and (vi) the judgment of the foreign court is still valid and capable of execution in the jurisdiction of that foreign court.

Enforcement of Foreign Judgments under Statute.

A final and conclusive judgment of a court of England and Wales or a superior court situated in a country to which the Reciprocal Enforcement of Judgments Act 1923 of Mauritius (the “1923 Act”) applies would be recognized and enforced by the Supreme Court in Mauritius without re-examination of the merits of the case provided that:

The Security will not be granted directly to the Holders of the Notes.

The Security for the obligations of the Issuer under the Notes and the Indenture will not be granted directly to the Holders of the Notes but will be granted only in favor of the Collateral Agents. Accordingly, Holders of the Notes will not have direct security and will not be entitled to take enforcement action in respect of the security for the Notes, except through the Collateral Agents.

In addition, your rights in the Security will depend on the perfection of the security interests therein. Under applicable law, a security interest in certain tangible and intangible assets can only be properly perfected, and its priority retained, through certain actions undertaken by the secured party or the grantor, as applicable, of the security. In addition, applicable law requires that certain property and rights acquired after the grant of a general security interest, can only be perfected at or promptly following the time such property and rights are acquired and identified. Also, to the extent that any of the Security has not been registered or stamped or inscribed in accordance with applicable regulations, it may not be enforceable unless and until such regulations are satisfied.

The Collateral Agents may not monitor, or the Issuer may not comply with its obligations to inform the Collateral Agents of, any future acquisition of property and rights by the Issuer, and the necessary action may not be taken to properly perfect the security interest in such after-acquired property or rights. Such failure to properly perfect the security interest may result in the invalidity of the security interest in the Security or adversely affect the priority of the security interest in favor of Holders of Notes against third parties. The Collateral Agents have no obligation to monitor the acquisition of additional property or rights by the Issuer or the perfection of any security interest.

With regards to enforcement of a foreign judgment in relation to the security documents, please note that any judgment for a definite sum obtained against the Issuer in a foreign court in respect of any sum payable by it under the Notes will, if such a judgment is final and conclusive, constitute a good cause of action for a law suit (“exequatur application”) in Mauritius against the Issuer to enforce such judgment without re-litigation or re‑examination of the issues if: (i) the foreign court which rendered such judgment had jurisdiction to hear the claim; (ii) the foreign court applied the proper law applicable to the determination of the claim against the Issuer; (iii) the judgment of the foreign court was not rendered in breach of any rule of procedural or substantive public order applicable in Mauritius; (iv) the judgment of the foreign court had not been obtained by fraud, or is not upon its face founded in mistake, or irregular and bad by the law of the place where it is awarded; (v) the Issuer had been regularly summoned to attend the proceedings before the foreign court in accordance with the procedures set out in the rules of the foreign court; (vi) the judgment of the foreign court is still valid and capable of execution in the jurisdiction of that foreign court, and (vii) the foreign judgment is duly registered with the relevant authority in Mauritius, in circumstances in which its registration is not liable, thereafter, to be set aside.

Mauritius Taxation

A company holding a Global Business License issued by the Mauritius Financial Services Commission will be tax resident in Mauritius and the effective tax rate in Mauritius on its chargeable income is 15%. A company holding a Global Business License will qualify for a partial exemption of 80% on certain types of income such as foreign source dividend and interest. Where a company holding a Global Business License derives income which is subject to foreign tax, and where the said partial exemption has not been applied, the amount of foreign tax paid may be allowed as a credit against income tax payable in Mauritius in respect of that income. Mauritius currently has no capital gains tax and has no taxation in the nature of a withholding tax on the payment of dividends, interest or royalties applicable to the holders of a Global Business License and where such dividends or interest are paid to a non-resident of Mauritius not carrying on any business in Mauritius and such royalties are paid to non-residents of Mauritius. There is no estate duty, inheritance tax or gift tax in Mauritius.

Investors should note that the Issuer relies upon the provisions of the India-Mauritius Double Tax Treaty (the “Treaty”) to minimize, so far as possible, the taxation of the Issuer. No assurance can be given that the terms of the Treaty will not be subject to re-negotiation or adverse interpretation in the future and any change could have a material adverse effect on the returns of the Issuer. There can be no assurance that the Treaty will continue and will be in full force and effect during the life of the Issuer.

There are currently no exchange controls or currency exchange restrictions in Mauritius.

Risks Relating to India

Our ability to acquire land may be subject to governmental policies.

The government may exercise rights of compulsory acquisition in respect of any land owned by us and compensation for such acquisition paid by the government to us may be inadequate. We are subject to the risk that governmental agencies in India may exercise rights of compulsory purchase of lands. The Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013, or the “Land Acquisition Act” in India allows the central and state governments to exercise rights of compulsory purchase of land if such acquisition is for a “public purpose,” which, if used in respect of our land, could require us to relinquish land. Further, compensation paid for acquiring our land may not be adequate to compensate us for the loss of the property. The likelihood of such actions may increase as the central and state governments seek to acquire land for the development of infrastructure projects such as roads, airports and railways in India. Additionally, the provisions of the Land Acquisition Act cover various aspects related to the acquisition of land which may affect us, including provisions stipulating: (i) restrictions on acquisition of certain types of agricultural land; and (ii) compensation, rehabilitation and resettlement of affected people residing on such acquired land. Further, we may face difficulties in complying

with the Land Acquisition Act as it is a relatively recent statute with limited case-law interpreting its provisions. Any action under the Land Acquisition Act in respect of any of our major current or proposed developments could adversely affect our business, financial condition, results of operations, cash flows or prospects.

Our ability to raise foreign capital may be constrained by Indian law.

We are subject to exchange controls (including Foreign Exchange Management Act, 1999) that regulate borrowing in foreign currencies. Such regulatory restrictions limit the Group’s financing sources and hence could constrain the Group’s ability to obtain financings on competitive terms and refinance existing indebtedness. There is no certainty that the required approvals will be granted to us without onerous conditions, or at all. Limitations on raising foreign debt may have an adverse impact on the Group’s business growth, financial condition, results of operations and cash flows.

A substantial portion of our business and operations are located in India and we are subject to regulatory, economic, social and political uncertainties in India.

A substantial portion of our business and employees are located in India, and we intend to continue to develop and expand our business in India. Consequently, our financial performance will be affected by changes in exchange rates and controls, interest rates, changes in government policies, including taxation policies, social and civil unrest and other political, social and economic developments in or affecting India. An election or a new administration in India or in any of the states could result in uncertainty in the renewable energy market, which could harm our operations.

India has a mixed economy with a large public sector and an extensively regulated private sector. The GoI has exercised and continues to exercise significant influence over many aspects of the Indian economy. Since 1991, successive Indian governments have generally pursued policies of economic liberalization and financial sector reforms, including by significantly relaxing restrictions on the private sector. Nevertheless, the role of the Indian central and state governments in the Indian economy as producers, consumers and regulators has remained significant and there is no assurance that such liberalization policies will continue. The GoI in the past, among other things, imposed controls on the prices of a broad range of goods and services, restricted the ability of businesses to expand existing capacity and reduce the number of their employees, determined the allocation to businesses of raw materials and foreign exchange and reversed their policies of economic liberalization. The performance and growth of our business are necessarily dependent on economic conditions prevalent in India, which may be adversely affected by such developments. We may not be able to react to such changes promptly or in a cost-effective manner. Increased regulation or changes in existing regulations may require us to change our business policies and practices and may increase the cost of providing services to our customers which would have an adverse effect on our operations and our financial condition, cash flows and results of operations.

Our long-term growth is also dependent upon the targets set by the GoI for renewable energy. Any significant change in the government policy, a reduction in the targets set by the GoI for renewable energy or a failure to meet the GoI’s targeted installed capacity may result in a slowdown in our growth opportunities and adversely affect our ability to achieve our long-term business objectives, targets and goals. For e.g. As per the Electricity Act, the state distribution companies in India are required to procure minimum prescribed energy from renewable energy sources in the form of renewable purchase obligation. In the past, most of the states have been in non-compliance with the obligation to purchase such minimum amount of energy produced from renewable energy sources, on account of low penalties associated with such non-compliance. However, the revised RPO notification announced in 2023 which is enforceable under the Energy Conservation Act 2001 (EC), is expected to lead to significant penalties for non-compliance. Nevertheless, there may still be an adverse impact on our profitability if, despite the increase in penalties certain entities remain non-compliant.

The course of market interest rates continues to be uncertain due to high inflation, the increase in the fiscal deficit and the GoI’s borrowing program. Any continued or future inflation because of increases in prices of commodities such as crude oil or otherwise, may result in a tightening of monetary policy and could materially and adversely affect our business, financial condition, cash flows and results of operations. Any increase in interest rates or reduction in liquidity could adversely impact our business.

Our business is dependent on the regulatory and policy environment affecting the renewable energy sector in India.

The regulatory and policy environment in which we operate is evolving and subject to periodic change, and our business, results of operations, cash flows and prospects and financial performance could be adversely affected by any unfavourable changes in or interpretations of existing laws, or implementation of new laws. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy in the jurisdictions in which we operate, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may impact the viability of our business currently or in the future.

For example, under the General Network Access Regulations 2022, we have sought certain reliefs and appropriate directions from the Commissions, which are currently pending. Similarly, Company, through Wind Independent Power Producers Association (“WIPPA”) has challenged the levy of penalty under the Central Electricity Regulatory Commission (Deviation Settlement Mechanism and Related Matters) Regulations, 2022. See the section titled “Business — Legal Proceedings”.

Our business and financial performance could be adversely affected by any change in laws or interpretation of existing, or the promulgation of, laws, rules and regulations applicable to us. There can be no assurance that the GoI will not implement new regulations and policies which will require us to obtain additional approvals and licenses from the government and other regulatory bodies or impose onerous requirements and conditions on our operations, which could result in increased compliance costs as well as divert significant management time and other resources. For instance, KERC's order reducing the banking period for renewable generators from one year to six months was overturned by APTEL. This decision has been challenged by distribution licensees in the Supreme Court, where the case is currently pending. Such events are frequent in renewable energy industry and power producers, like us, are always exposed to such modifications from time to time.

Further, we depend in part on government policies that support renewable energy and enhance the economic feasibility of developing renewable energy projects. The GoI and several of the states in which we operate or plan to operate provide incentives that support the generation and sale of renewable energy, and additional legislation is regularly being considered that could enhance the demand for renewable energy and obligations to use renewable energy sources. In addition, regulatory policies in each state in India currently provide a favourable framework for securing attractive returns on capital invested. If any of these incentives or policies are adversely amended, eliminated or not extended beyond their current expiration dates, or if funding for these incentives is reduced, or if governmental support of renewable energy development, particularly wind, solar and hydro energy, is discontinued or reduced, it could adversely affect our ability to obtain financing, the viability of new renewable energy projects constructed based on current tariff and cost assumptions or the profitability of our existing projects. The GoI has accorded renewable energy “must-run” status, which means that any renewable power that is generated must always be accepted by the grid. However, certain state utilities may order the curtailment of renewable energy generation despite this status and there have been instances of such orders citing grid safety and stability issues being introduced in the past. This may occur as a result of the state electricity boards purchasing cheaper power from other sources or transmission congestion owing to a mismatch between generation and transmission capacities. There can be no assurance that the Government of India will continue to maintain the “must-run” status for renewable energy or that the state electricity boards will not make any orders to curtail the generation of renewable energy.

With regard to group captive matters, the company has to follow the proportionality principle for its past and future projects, as laid down by the Supreme Court in the matter of M/s Dakshin Gujarat Vij Company Limited v. Ms. Gayatri Shakti Paper and Board limited and others. In accordance with this order, the Supreme Court overruled the order laid down by APTEL in Tamil Nadu Power Producers Association v. Tamil Nadu Electricity Regulatory Commission and others. See the section titled “Business — Legal Proceedings”.

We and our subsidiaries have secured Long Term Access (“LTA”) for transmission of energy from our wind power projects under various power purchase agreement(s), and signed various LTA Agreements, in accordance with the regulations. However, we have received demand notices seeking payment of LTA charges calculated from the date of operationalization of the respective LTA despite the projects not being commissioned on account of delay / termination on account of Force Majeure Events and us and our subsidiaries have filed petitions before the Central Electricity Regulatory Commission (“CERC”), seeking alignment of the LTA start date with the actual date of commissioning of the project and for cases where the associated project has been terminated on account of force majeure - a declaration that we /our subsidiary is exempted from paying LTA charges for such terminated capacity on account of force majeure. Following the order of CERC, we have filed an appeal in APTEL regarding the alignment of LTA with the scheduled commencement of operation date. Recently, in the said pending cases of other developers, APTEL has granted an interim stay against recovery of transmission charges by CTUIL subject to partial payment as directed by the Tribunal. See the section titled “Business — Legal Proceedings”.

Such regulatory changes, through various forums including the order of the Supreme Court may adversely impact our financial performance and require significant management resources to address the issues. Additionally, such evolving laws and new regulations may impose additional approvals and onerous conditions, further straining our resources and affecting our business operations.

The GoI had also removed the upper ceiling on tariffs for solar power bids to facilitate greater participation. Further, pursuant to its priority sector lending scheme classification, the Reserve Bank of India increased the cap of bank loans to Rs. 300 million for borrowers that are generators of solar, biomass, wind, micro- hydro power and for renewable energy based public utilities in order to increase liquidity in the renewable energy sector. In order to boost the Indian economy, the Government of India also proposed the production linked incentive scheme through which 14 critical sectors would benefit from incentives to enhance manufacturing capabilities and exports. These critical sectors include high -efficiency solar photovoltaic modules and advanced chemistry cell batteries, which may boost our business prospects. However, there is no assurance that the GoI or the state governments will give effect to such incentives in future which may, in turn, materially and adversely affect our business, financial condition, results of operations and prospects.

We benefit from a number of other government incentives, including; preferential charges on transmission, wheeling and banking facilities; generation-based incentives schemes for certain wind power assets; tax holidays; and availability of accelerated depreciation for wind and solar power assets. There is no assurance that the GoI and state governments will continue to provide incentives and allow favourable policies to be applicable to us, and these incentives may be available for limited period.

For instance, the Ministry of Power has currently waived inter-state transmission charges until June 30, 2025 subject to certain conditions. However, we may face a reduction in the incentives for wind and solar projects once such waiver is lifted. Changes to government policies curtailing renewable energy generation may adversely affect our business. If governmental authorities stop supporting, or reduce or eliminate their support for, the development of renewable energy projects, it may become more difficult to obtain financing, our economic return on certain projects may be reduced and its financing costs may increase. A delay or failure by governmental authorities to administer incentive programs in a timely and efficient manner could also adversely affect our ability to obtain financing for its projects. These may, in turn, materially and adversely affect our business, financial condition, cash flows, results of operations and prospects.

Environmental obligations and liabilities could have a substantial negative impact on our business, financial condition, cash flows and results of operations.

Our operations involve the use, handling, generation, processing, storage, transportation, and disposal of hazardous materials and are subject to extensive environmental laws and regulations at the national, state, local, and international levels. These environmental laws and regulations include those governing the discharge of pollutants into the air and water, the use, management, and disposal of hazardous materials and wastes, the clean-up of contaminated sites, and occupational health and safety. As we expand our business into foreign jurisdictions worldwide, our environmental compliance burden may continue to increase both in terms of magnitude and complexity. We have incurred and may continue to incur significant costs in complying with these laws and regulations. In addition, violations of, or liabilities under, environmental laws or permits may result in restrictions being imposed on our operating activities or in our being subject to substantial fines, penalties, criminal proceedings, third-party property damage or personal injury claims, clean-up costs, or other costs. While we believe we are currently in substantial compliance with applicable environmental requirements, future developments such as more aggressive enforcement policies, the implementation of new, more stringent laws and regulations, or the discovery of presently unknown environmental conditions may require expenditures that could have a material adverse effect on our business, financial condition, cash flows and results of operations.

We face uncertainty of title to our land. If we are unable to identify or cure any defects or irregularities with respect to title to such land, our business and operations may be adversely affected.

Property records in India are generally maintained at the state and district level and are updated manually through physical records. Therefore, all land related documents and may not be available online for inspection or updated in a timely manner. This could result in investigations into property records taking a significant amount of time or being inaccurate in certain respects, which may impact the ability to rely on them. Land records are often handwritten, in local languages and not legible, which makes it difficult to ascertain the content. In addition, land records are often in poor condition and are at times untraceable, which materially impedes the title investigation process. In certain instances, there may be a discrepancy between the extent of the areas stated in the land records and the areas stated in the title deeds, and the actual physical area of some of lands on which our projects are constructed or proposed to be constructed. Further, improperly executed, unregistered or insufficiently stamped conveyance instruments in a property’s chain of title, unregistered encumbrances in favour of third parties, rights of adverse possessors, ownership claims of family members of prior owners or third parties, or other defects that a purchaser may not be aware of, can affect the title to a property. Any misrepresentation with respect to title by third parties from whom we purchase land may render such land liable to confiscation and action by other parties who may claim ownership of such land. As a result, potential disputes or claims over title to the land on which our projects are developed or used for operations or will be constructed may arise.

While we carry out due diligence before acquiring land in connection with any project, all risks, onerous obligations and liabilities associated with the land for each project may not be fully assessed or identified, which could include the nature of faulty or disputed title, unregistered encumbrances, adverse possession rights, claims by third parties or potential expropriation by Government of India, which could have an adverse impact on our operations.

We are subject to various labour laws, regulations and standards in India. Non-compliance with and changes in such laws may adversely affect our business, results of operations, cash flows and financial condition.

We are required to comply with various labour and industrial laws in India, which include the Factories Act, 1948, the Industrial Disputes Act, 1947, the Employees State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, the Workmen Compensation Act, 1923, the Payment of Gratuity Act, 1972, the Contract Labour (Regulation and Abolition) Act, 1970 and the Payment of Wages Act, 1936 in India. The GoI had approved the enactment of the Social Security Code 2020, the Occupational Safety, Health and Working Conditions Code 2020 and the Industrial Relations Code 2020.

The three new codes have been enacted to abridge, rationalize and consolidate Indian central labour laws. The GoI has also approved implementing the Code on Wages, 2019 alongside the three new labour codes. The Code on Wages, 2019 proposes to subsume four existing laws—the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976. The new codes, when implemented, will introduce several new changes, such as introducing a single registration and license for Indian companies, increasing threshold for applicability of certain laws for factories, increase in threshold for engaging contract workers, and government approval for retrenchment (termination) of workers. There is no assurance that our costs of complying with current and future labour laws and other regulations will not adversely affect our business, results of operations or financial condition. There is a risk that we may fail to comply with such regulations, which could result in us being exposed to sanctions and fines and, which may lead us to stop operations which could have an adverse impact on our operations.

Global economic conditions and trade conditions have been challenging and continue to affect the Indian market, which may adversely affect our business, financial condition, results of operations, cash flows and prospects.

The Indian economy and its securities markets are influenced by economic developments and volatility in securities markets in other countries. Investors’ reactions to developments in one country may adversely affect the market price of securities of companies located in other countries, including India. Adverse economic developments, such as rising fiscal or trade deficits, or a default on national debt, in other emerging market countries may also affect investor confidence and cause increased volatility in Indian securities markets and indirectly affect the Indian economy in general. Furthermore, global events such as supply chain constraints, rising retail and wholesale inflation, volatility in global oil prices and other commodity prices and events such as the COVID-19 pandemic, the war in Ukraine and Israel and Palestine have impacted the macro-economic conditions. Further, worldwide financial instability could have an adverse impact on the Indian economy, including the adverse foreign exchange rates and higher interest rates. Any other global economic developments or the perception that any of them could occur may adversely affect global economic conditions and the stability of global financial markets, and may significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Any of these factors could depress economic activity and restrict our access to capital, which could have an adverse effect on our business, financial condition, cash flows and results of operations.

The geopolitical situation between China and rest of the world including India, as well as broader international dynamics, poses significant risks to our renewable energy business. Tensions between China and India have led to regulatory changes and trade restrictions, impacting the import of crucial components like Solar PV modules, cells, and other solar equipment from China. Any escalation in these tensions could result in further restrictions, increased tariffs, or even bans on imports, severely disrupting our supply chain. Given that a substantial portion of our raw materials and components are sourced from China, these disruptions could lead to project delays, increased costs, and difficulty in maintaining competitive pricing etc. Additionally, shifting global trade policies and alliances could further complicate our ability to secure necessary materials, impacting our operational efficiency and long-term strategic planning. Such geopolitical uncertainties could adversely affect our ability to complete projects on time and within budget, ultimately adversely affecting our financial performance and market position.

Any downgrading of India’s sovereign debt rating by an international rating agency could adversely impact our business, cash flows and results of operations.

India’s sovereign rating is Baa3 with a “Stable” outlook (Moody’s), BBB- with a “positive” outlook (S&P) and BBB- with a “stable” outlook (Fitch). Any adverse revisions to India’s credit ratings by international rating agencies may adversely affect our ratings, terms on which it is able to finance capital expenditure or refinance any existing indebtedness. This could adversely affect our business, financial condition, results of operations, cash flows and prospects.

A judgment of a foreign court may not be able to be enforced against us, certain of our directors or our key management, except by way of a suit in India on such judgment.

Substantially all of the Group’s operating subsidiaries are incorporated under the laws of India, some of our directors and substantially all of our key management personnel are residents of India and substantially all of our assets are located in India. As a result, it may not be possible to effect service of process upon such persons outside India, or to enforce judgments obtained against such parties outside India. In India, recognition and enforcement of foreign judgments are provided for under Section 13 and Section 44A of the Indian Code of Civil Procedures, 1908 (the “Civil Code”) on a statutory basis. Section 13 of the Civil Code provides that a foreign judgment to which this section applies shall be conclusive regarding any matter directly adjudicated upon, except: (i) where the judgment has not been pronounced by a court of competent jurisdiction; (ii) where the judgment has not been given on the merits of the case; (iii) where it appears on the face of the proceedings that the judgment is founded on an incorrect view of international law or a refusal to recognize the law of India in cases to which such law is applicable; (iv) where the proceedings in which the judgment was obtained were opposed to natural justice; (v) where the judgment has been obtained by fraud; and (vi) where the judgment sustains a claim founded on a breach of any law then in force in India. Under Section 14 of the Civil Code, a court in India shall, upon the production of any document purporting to be a certified copy of a foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction unless the contrary appears on record.

India is not a party to any multilateral international treaty in relation to the recognition or enforcement of foreign judgments. Section 44A of the Civil Code provides that where a foreign judgment has been rendered by a superior court, within the meaning of such section, in any country or territory outside India, which the GoI has by notification declared to be a reciprocating territory, it may be enforced in India by proceedings in execution as if the judgment had been rendered by the relevant court in India. However, Section 44A of the Civil Code is applicable only to monetary decrees not being in the nature of any amounts payable in respect of taxes, other charges of a like nature or in respect of a fine or other penalty and does not apply to arbitration awards. Further, the execution of a foreign decree under Section 44A of the Civil Code is also subject to the exceptions under Section 13 of the Civil Code.

The United Kingdom has been declared by the GoI to be a reciprocating territory for the purposes of Section 44A. However, the United States has not been declared by the GoI to be a reciprocating territory for the purposes of Section 44A of the Civil Code. Accordingly, a judgment of a court in a country which is not a reciprocating territory may be enforced in India only by a new proceeding instituted in a court in India and not by proceedings in execution. Such a suit has to be filed in India within three years from the date of the judgment in the same manner as any other suit filed in India to enforce a civil liability in India. It is unlikely that a court in India would award damages on the same basis as a foreign court would, if an action were brought in India. Further, it is unlikely that an Indian court would enforce foreign judgments if that court were of the view that the amount of damages awarded was excessive or inconsistent with Indian public policy. A party seeking to enforce a foreign judgment in India is required to obtain approval from the RBI to repatriate outside India any amount recovered pursuant to the execution of such judgment and such amount may be subject to income tax in accordance with applicable laws.

In addition, any judgment awarding damages in a foreign currency would be converted into Indian Rupees on the date of the judgment and not the date of payment. The Group cannot predict whether a suit brought instituted in an Indian court will be disposed of in a timely manner or be subject to considerable delay.

A decline in India’s foreign exchange reserves may adversely affect liquidity and interest rates in the Indian economy.

As of March 31, 2024, India’s foreign exchange reserve was US$ 645.58 billion. A sharp decline in these reserves could result in reduced liquidity, increased hedging costs and higher interest rates in the Indian economy.

Reduced liquidity, increased hedging costs or an increase in interest rates in the economy following a decline in foreign exchange reserves could have a material adverse effect on our financial performance and ability to obtain financing to fund our growth on favourable terms or at all.

Changes in the taxation system in India could adversely affect our business.

Our operations, profitability and cash flows could be adversely affected by any unfavourable changes in central and state-level statutory or regulatory requirements in connection with direct and indirect taxes and duties, including income tax, goods and service tax, (“GST”) in India, or by any unfavourable interpretation taken by the relevant taxation authorities and/or courts and tribunals in India. Any amendments to Indian tax laws could adversely affect our operations, profitability and cash flows. For example, the GoI levied GST on renewable energy devices as well as on service of construction for solar power plant and wind operated electricity generators.

Under Indian tax laws, generally a domestic company is liable to corporate tax rate of 30 % (plus applicable surcharge and cess). However, a lower corporate tax rate of 25 % (plus applicable surcharge and cess) is applicable for domestic companies in the year ending March 31, 2024 whose annual turnover or gross receipts does not exceed Rs. 4 billion in the year ended March 31, 2022. Additionally, the Income Tax Act, 1961 provides for a minimum alternate tax, or “MAT,” of 15 % (plus applicable surcharge and cess) on the book profits of the companies computed in the prescribed manner, if the normal corporate tax liability of the company is less than 15 % of such book profits.

The Indian tax laws also provide an option to the domestic companies to pay a reduced statutory corporate income tax of 22% plus applicable surcharge and cess (15% plus applicable surcharge and cess, for newly set up domestic manufacturing companies, subject to certain conditions), provided such companies do not claim certain specified deduction or exemptions. Further, where a company has opted to pay the reduced corporate tax rate of 15% or 22% plus applicable surcharge and cess, the MAT provisions would not be applicable. Thus, we and our subsidiaries operating in India may choose not to claim the specified deductions or exemptions and claim the lower corporate tax, in which case, the MAT provisions would not be applicable. Alternatively, we and our subsidiaries may choose to pay the higher of corporate tax, i.e., 30% or 25%, as the case may be, plus applicable surcharge and cess, after claiming the applicable deductions and exemptions or the MAT at the rate of 15% plus applicable surcharge and cess. Considering the impact of these provisions may vary from company to company and the option exercised, there is no certainty on the impact that these amendments may have on our business and operations or on the industry in which we operate.

Further, as per the Income Tax Act, 1961, a company incorporated outside India is to be treated as a resident in India if its place of effective management, or “POEM” is in India. POEM has been defined to mean a place where key management and commercial decisions that are necessary for the conduct of business of an entity as a whole are, in substance, made. If a company incorporated outside India is treated as a resident in India, global income of such company would be taxable in India at the rate of 40 % plus applicable surcharge and cess (Union Budget 2024-25 has proposed to change this rate to 35% plus applicable surcharge and cess with effect from 1 April 2024).

Separately, if a foreign company carries on any of its business activities in India through its employees or agent or any other personnel, such foreign company could be deemed to have taxable presence (Permanent Establishment or Business Connection) in India, in which case, income of the foreign company attributable to its India presence would be taxed on a net basis in India at 40% plus applicable surcharge and cess (Union Budget 2024-25 has proposed to change this rate to 35% plus applicable surcharge and cess with effect from 1 April 2024), subject to benefit, if any, under applicable double taxation avoidance agreements.

Capital gain arising on transfer of unlisted shares in an Indian company is taxable in the hands of foreign company at 10 % plus applicable surcharge and cess (Union Budget 2024-25 has proposed to change this rate to 12.5% plus applicable surcharge and cess with effect from 23 July 2024) if such shares have been held for a period of more than 24 months, otherwise at 40 % plus applicable surcharge and cess (Union Budget 2024-25 has proposed to change

this rate to 35% plus applicable surcharge and cess with effect from 1 April 2024), subject to benefit, if any, under applicable agreements. Indexation of cost of acquisition may not allowed to such foreign shareholders. Any further upstreaming of funds by the foreign company to its shareholders by way of dividend in cash should not be subject to tax in India.

If the non-resident shareholders of the foreign company exit by way of redemption of the shares held by them in the foreign company or by selling the shares in foreign company, such non-resident shareholders could be taxed in India where the foreign company derives substantial value from India subject to shareholders being either entitled to small shareholder exemption available under Income Tax Act, 1961 or a benefit under the applicable double taxation avoidance agreement.

Dividends distributed by domestic companies are taxable in the hands of shareholders with effect from the year started April 1, 2020. Domestic companies are required to withhold tax at applicable rates. Until the year ended March 31, 2020, the domestic company distributing dividend was liable to pay dividend distribution tax at a rate of 15 % plus applicable surcharge and cess on grossed up amount and such dividend was exempt in the hands of the shareholders.

Indian resident shareholders exiting from a foreign company either by way of redemption or sale of shares would be liable to capital gains tax at 20 % (with cost indexation benefit) plus applicable surcharge and cess (Union Budget 2024-25 has proposed to change this rate to 12.5% without cost indexation benefit plus applicable surcharge and cess with effect from 23 July 2024) where the shares have been held for a period of more than 24 months, otherwise at the applicable tax rates.

Under the Income Tax Act of India, interest income paid by the Company to non-resident investors on long -term bonds (until June 30, 2023) are subject to tax at the rate of 5% (plus applicable surcharge and health and education cess), subject to satisfaction of prescribed conditions.

Where the above beneficial rates are not available, interest income will be taxed in the hands of non-resident investors at rates varying from 20-35% (plus applicable surcharge and cess), depending on the nature of debt. Non-resident investors may claim benefit of the applicable tax treaty, if any, in respect of such interest income.

India has signed and ratified the Multilateral Instrument, or “MLI,” which modifies the existing bilateral tax treaty, to implement tax treaty related measures to prevent base erosion and profit shifting or “BEPS.” As a result, MLI has entered into force for India on October 1, 2019 and its provisions have effect on India’s tax treaties, including tax rates specified therein, from the year ended March 31, 2021 onwards where the other country has also deposited its instrument of ratification with the Organization of Economic Co-operation and Development (“OECD”) and both countries have notified the relevant tax treaty as a Covered Tax Agreement.

The General Anti-Avoidance Rules (“GAAR”) under Indian tax law seeks to deny the tax benefit claimed in “impermissible avoidance arrangements.” An impermissible avoidance arrangement is defined under Indian tax laws as any arrangement, the main purpose of which is to obtain a tax benefit, subject to satisfaction of certain tests. If GAAR provisions are invoked, then the tax authorities have wide powers, including the denial of tax benefit or the denial of a benefit under a tax treaty. In the absence of sufficient judicial precedents interpreting GAAR provisions, the consequential effects on us cannot be determined yet and there can be no assurance that such effects would not adversely affect our business, future financial performance.

There is no assurance that any of the aforementioned provisions in Indian tax law and amendments thereto in the future would not adversely affect our business, prospects, financial condition, results of operations and cash flows.

Risks Relating to the Notes, the Parent Guarantee and the Collateral

The Notes may not be a suitable investment for all investors.

Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

The Notes are complex financial instruments and such instruments should only be purchased with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in the Notes, which are complex financial instruments, unless it has the expertise (either alone or with the help of a financial advisor) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of such Notes and the impact this investment will have on the potential investor’s overall investment portfolio. No assurance or guarantee is given as to the performance or suitability of the Notes.

The Parent Guarantee can be released or substituted without the consent of the Holders in numerous situations.

The Parent Guarantee can be released or substituted without the consent of the Holders in several circumstances that are atypical. In general, these circumstances are related to potential M&A activities where a third party gains control over us. In such circumstances, the third party will generally be required to assume the obligations of being the Parent Guarantor and the overall transaction cannot result in a decline in the ratings of the Notes. If these (and certain other) criteria are satisfied, the current Parent Guarantee could be released and substituted without your consent. See “Description of the Notes—Brief Description of the Notes and the Parent Guarantee—The Parent Guarantee” and “—Certain Covenants—Parent Guarantor Substitution” for a description of the various events and conditions that could lead to such a release and substitution. If such a release and substitution occurs, your investment in the Notes will be supported by a guarantor that is not yet identified and may not be acceptable to you, and may change the basis upon which you made an investment decision.

A number of covenants rely upon an analysis of whether a tested event will result in a Ratings Decline. This reliance may not give Holders adequate protection.

Many of the permissions relating to the release and substitution of the Parent Guarantee rely, in part, on there not being a decline in the rating of the Notes. While the group has undertaken to maintain public ratings from the Ratings Agencies, there can be no assurance that the Ratings Agencies will evaluate risks the same way an investor might do so. The Ratings Agencies may examine a specific corporate action or event and maintain their assigned ratings, even if you believe the agencies should downgrade. There can be no assurance that the reliance on Ratings Declines will protect your investment adequately or in the manner you expect.

Security over the Collateral will not be granted directly to the Holders.

Security over the Collateral for the obligations of the Issuer under the Notes and the Indenture will not be granted directly to the Holders but will be granted only in favor of the Collateral Agents. As a consequence, Holders will not have direct security and will not be entitled to take enforcement action in respect of the security for the Notes, except through the Collateral Agents.

Holders of the Notes will not have any direct interests in the RG Pipe Debt and the security created for the RG Pipe Debt.

Notwithstanding that a part of the proceeds of the Notes may be used to invest in the RG Pipe Debt, or that the Notes Security Ratio and the Notes Project Security Ratio will take into account certain value of the assets provided as security for RG Pipe Debt, the investors in the Notes will not have any direct rights in respect of RG Pipe Debt as a result of their holding of the Notes and will have no right to receive or demand the amounts due under the RG Pipe Debt, or to enforce the security created for the RG Pipe Debt. The risk profile of the Notes will differ (potentially significantly) from the risk profile of the RG Pipe Debt. If, following an event of default under the Notes, the Issuer (or a broker on its behalf) sells the RG Pipe Debt, the holders of the Notes may be able to acquire a direct right in respect of the RG Pipe Debt (in the capacity of a holder of the RG Pipe Debt and not in their capacity as a Holder), subject to applicable law and regulations, by purchasing them from such person, but a Holder’s bid might not be successful in such case. All forms of RG Pipe Debt are highly regulated and any Holder looking to purchase the RG Pipe Debt may need to be eligible to hold the RG Pipe Debt. The Holders of the Notes may also choose to enforce the share pledge created by the Parent Guarantor as a part of the Collateral upon the occurrence of an Event of Default and acceleration of amounts due under the Notes, and gain control of the Issuer, and consequently, take actions in relation to the RG Pipe Debt.

Furthermore, the security that will be created for the RG Pipe Debt may differ from the assets that are described in this Offering Memorandum, given that the exact scope of such entities is subject to the sole discretion of the Group after settlement of the offering. See “—The RG Pipe Debt may remain unsecured for a significant amount of time from the issue or drawdown date, and on release of security. Enforcement of any security granted as collateral for the RG Pipe Debt will be subject to Indian law, and the value of such security may not be sufficient to satisfy amounts in respect of the RG Pipe Debt” and “Description of Certain Restricted Group Entities.”

The value of the Collateral may not be sufficient to repay the Notes in full.

The Notes will be secured by the Collateral as described in “Description of the Notes—Security—The Collateral.” The value of the Collateral in the event of liquidation will depend on many factors. In particular, the capital stock of the Issuer pledged to secure the Notes only has value to the extent that the assets of the Issuer are worth more than its liabilities (and, in a bankruptcy or liquidation of the Issuer, will only receive value after payment upon all such liabilities). By its nature, the capital stock of the Issuer may be illiquid and may have no readily ascertainable market value.

Further, the security over the Collateral is being created in favor of the Holders on a pari passu basis and will be shared (prior to repayment in full thereof) with other creditors of the Issuer and any Person extending other indebtedness, if any.

In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, or enforcement of the security created over the Collateral, the Issuer cannot assure Holders that the proceeds from any sale or liquidation of the applicable Collateral will be sufficient to pay the Issuer’s obligations under the Notes. Any claim for the difference between the amount, if any, realized by Holders from the sale of the Collateral securing the Notes and the obligations under the Notes and the Indenture will rank equally in right of payment with all of the Issuer’s or the Parent Guarantor’s other unsecured senior debt and unsubordinated obligations.

The Notes and the Parent Guarantee will be effectively subordinated to any other secured obligations of the Issuer and the Parent Guarantor to the extent of the assets (other than the Collateral) serving as security for such obligations.

Except with respect to the security created in respect of the applicable Collateral securing the Notes of the Issuer, the Notes and the Parent Guarantee will constitute unsubordinated and unsecured obligations of the Issuer or the Parent Guarantor, respectively, and will rank pari passu in right of payment with all other existing and future unsubordinated and unsecured indebtedness of the Issuer or the Parent Guarantor, respectively, and senior in right of payment to all subordinated indebtedness of the Issuer or the Parent Guarantor, respectively, if any. However, the Notes and the Parent Guarantee will be effectively subordinated to any other secured obligations of the Issuer or the Parent Guarantor, respectively, to the extent of the assets (other than the Collateral) serving as security for such secured obligations. In particular, the Issuer may incur Senior Issuer Indebtedness that may be secured by assets that do not secure (directly or indirectly) the Notes. The incurrence of such Senior Issuer Indebtedness in the future will exacerbate this risk. In bankruptcy, the holder of a security interest with respect to any assets (other than the applicable Collateral) of the Issuer or the Parent Guarantor, respectively, would be entitled to have the proceeds of such assets applied to the payment of such holder’s claim before the remaining proceeds, if any, are applied to the claims of the Holders.

The enforcement of the security interest over the Collateral may not be solely at the discretion of the Holders and may be adverse to the interest of the non-consenting Holders.

The security over the Collateral is being created in favor of the Holders on a pari passu basis and may be shared with certain other creditors of the Issuer, including hedge counterparties and future lenders. Each of the creditors (including the Holders, hedge counterparties and future lenders) which have the benefit of the security over the Collateral will have a right to enforce such security as per the terms of the underlying financing documents. Further, in addition to the Holders, the hedge counterparties and any future lenders will also have rights under the underlying financing documents and hedging agreements (as applicable) to give instructions to the collateral agent acting on their behalf (which may, in certain cases, be the same entity as the Collateral Agents) in relation to the Collateral. The Parent Guarantor may also provide guarantees to any future lenders of the Issuer. The Collateral Agents may be acting in multiple capacities, including as collateral agent for the other future lenders of the Issuer and the Parent Guarantor, and will be required to act in accordance with the directions given by such creditors as per the underlying finance documents. Therefore, the other creditors of the Issuer and the Parent Guarantor have the ability to the enforce the security over the Collateral, or invoke the guarantees provided to them even if the Holders do not consent to such action.

Further, the Collateral Agents are required to take action to enforce the security interest over the Collateral in accordance with the instructions of the Trustee given under and in accordance with the Indenture. The ability of the Trustee (on instructions of the Holders) to enforce the security is restricted under the Indenture. If an Event of Default occurs under the Notes, the Holders holding at least 25% of the outstanding amount of the Notes may decide whether to take any enforcement action and may thereafter, through the Trustee in accordance with the Indenture, instruct the

Collateral Agents to take enforcement action against the security. By virtue of the instructions given to the Collateral Agents described above, actions may be taken in respect of the security that may be adverse to other Holders who did not vote in favor of enforcement. In such event, the only remedy available to the Holders would be to sue for payment under the Notes.

Certain covenants under the Notes may be suspended upon a Force Majeure Event during which you may not receive the requisite protections under such covenants.

If a Force Majeure Event (as defined below) occurs, each of the Issuer and the Parent Guarantor may elect, for the duration of such event, to suspend its obligation to: (i) comply with the Notes Security Ratio Compliance and SII Security Ratio Compliance covenants and (ii) deliver any certificate (including, but not limited to, any Notes Security Ratio Compliance Certificate and SII Security Ratio Compliance Certificate) or any financial or other report (including balance sheets and financial statements and any officer’s certificate) under the Notes (together, the “Relevant Obligations”). A Force Majeure Event is defined under the Indenture as any act, event or circumstance which is beyond the reasonable control of any of the Issuer or the Parent Guarantor (to the extent affected) (each, an “Affected Party”), prevents the Affected Party from performing or discharging any of the Relevant Obligations, could not have been prevented, avoided or overcome by the Affected Party and is not caused by the Affected Party. Therefore, if a Force Majeure Event occurs, you may not be able to receive the security, notice or information under the related covenants in connection with the Relevant Obligations for the duration of such event. See “Description of the Notes—Suspension.”

The terms of the RG Pipe Debt are different from those of the Notes.

The terms of the RG Pipe Debt will be different from those of the Notes, and the repayment schedule, interest payment dates and maturity dates of the RG Pipe Date may not be similar to those of the Notes. As a result, the Issuer may not be scheduled to receive any amounts under the RG Pipe Debt prior to any payment date of the Notes. Further, the terms of the RG Pipe Debt may not impose similar conditions and restrictions on the Restricted Group as are contained under the terms of the Notes.

Security ratio compliance may not be maintained immediately after the completion of this offering.

Under the terms and conditions of the Notes, the Parent Guarantor has up to the earlier of (i) one hundred and eighty (180) calendar days after the Original Issue Date and (ii) sixty (60) calendar days after all applicable consents and approvals and all corporate actions required to create all required security so as to be able to ensure (x) a Notes Project Security Ratio of 0.6x and (y) a Notes Security Ratio of 1.0x. During such period, the Parent Guarantor is not required to maintain security ratio compliance and Noteholders will not be afforded with benefits under such covenant. See “Description of the Notes—Certain Covenants—Notes Security Ratio Compliance.”

Any security can be released at any point in time and therefore hardening periods will start anew when new security is put in place.

The laws of Mauritius allow any security to be released upon the agreement of the parties and subject to certain documents being entered into by the said parties such as a deed of release between the chargor and the chargee/security trustee, a letter of erasure by the chargee/security trustee and a power of attorney granted by the chargee/security trustee to one of its officers to sign the deed of release and the letter of erasure. In the event that new security is put in place by the chargor, then under Mauritius laws hardening periods will start anew, i.e., the new security may be voidable if it is created within a period of 6 months (or in some circumstances, within 2 years) immediately preceding the insolvency commencement date.

The security created for the RG Pipe Debt can be replaced without the consent of the Holders.

The security created for the RG Pipe Debt can be enforced by the Issuer on default under the relevant RG Pipe Debt. The proceeds received by the Issuer on such enforcement form a part of the Collateral created for the benefit of the

Holders. However, such security created in relation to the RG Pipe Debt can be replaced without the consent of the Holders. See “— Holders of the Notes will not have any direct interests in the RG Pipe Debt and the security created for the RG Pipe Debt.” While the restrictive covenants include maintenance covenants that require the Group to maintain certain collateral (including indirectly via the secured Pipe Debt) value relative to the Notes, such collateral may be replaced by the Group without the consent of the Holders. In addition, such maintenance covenants include 60 day grace periods for the new security to be put in place, so there is a risk that security may not exist at a moment when an Event of Default arises. See “Description of the Notes—Events of Default and Remedies.”

If your investment in the Notes is being made, in part, based upon reliance on the security being created for the RG Pipe Debt as described in this Offering Memorandum, such reliance should be predicated upon an understanding that such collateral can be replaced without your consent and not be in place for one or more 60 days period.

The Parent Guarantee may be challenged under applicable insolvency or fraudulent transfer laws, which could impair the enforceability of the Parent Guarantee.

The laws of the United Kingdom may limit (i) the ability of the Parent Guarantor to guarantee debt of the Issuer, and/or (ii) any obligations other than the Parent Guarantor’s direct obligations or the obligations of the Parent Guarantor’s subsidiaries and/or impose a time limit pursuant to which a claim must be made under a guarantee. These limitations arise under various provisions or principles of corporate and tax law which include, among others, provisions requiring a guarantor to receive adequate corporate benefit from the financing, financial assistance rules, rules governing preservation of share capital and fraudulent transfer principles. Accordingly, if Holders were to try to enforce the Parent Guarantee in the United Kingdom, their claims may be limited. If these limitations were not observed, the Parent Guarantee could be subject to legal challenge. Furthermore, a third-party creditor may challenge the Parent Guarantee and prevail in court.

Noteholders may be unable to enforce their rights under UK bankruptcy law; and the insolvency laws of Mauritius may differ from UK bankruptcy law or those of another jurisdiction.

The Parent Guarantor is incorporated under the laws of England and Wales, and the Issuer is incorporated under the laws of Mauritius. Under UK bankruptcy law, courts typically have jurisdiction over a debtor’s property, wherever located, including property situated in other countries. However, courts outside of the United Kingdom may not recognize the UK bankruptcy court’s jurisdiction. Accordingly, difficulties may arise in administering a UK bankruptcy case with property located outside the United Kingdom, and any orders or judgments of a bankruptcy court in the United Kingdom may not be enforceable outside of the United Kingdom.

Because the Issuer is incorporated under the laws of Mauritius, an insolvency proceeding relating to the Issuer, even if brought in the United Kingdom, would likely involve insolvency laws under the laws of Mauritius, the procedural and substantive provisions of which may differ from comparable provisions of UK bankruptcy law or the laws of other jurisdictions with which the Holders may be familiar.

Enforcing the rights of Holders under the Notes and/or the Share Pledge and the Issuer Floating Collateral and/or any other Collateral across multiple jurisdictions and enforcing foreign court judgments on the Issuer in Mauritius and/or other jurisdictions may prove difficult.

The Notes will be issued and secured by the Issuer, which is incorporated in Mauritius. The Notes and the Indenture will be governed by New York law. The Share Pledge and the Issuer Floating Collateral are governed by Mauritius law and other Collateral may be governed under the laws of other jurisdictions. In the event of a bankruptcy, insolvency or similar event, proceedings could be initiated in New York, Mauritius and other jurisdictions (as applicable). Such multi-jurisdictional proceedings are likely to be complex and costly for creditors and otherwise may result in greater uncertainty and delay regarding the enforcement of an investor’s rights. The rights of Holders under the Notes and the Collateral Documents will be subject to the insolvency and administrative laws of several jurisdictions and there can be no assurance that investors will be able to effectively enforce their rights in such

complex multiple bankruptcy, insolvency or similar proceedings. In addition, the bankruptcy, insolvency, administrative and other laws of India may be materially different from, or be in conflict with, those with which Holders may be familiar, including in the areas of the rights of creditors, priority of governmental and other creditors, ability to obtain post-petition interest and duration of the proceeding. The application of these laws, or any conflict among them, could call into question whether any particular jurisdiction’s laws should apply, adversely affect investors’ ability to enforce their rights under the Notes and the Collateral Documents in the relevant jurisdictions or limit any amounts that they may receive.

The Issuer may be unable to redeem the Notes as required upon a Change of Control Triggering Event or certain Rating Decline.

If a Change of Control Triggering Event occurs, then the Issuer will be required to make an offer to redeem all outstanding Notes at a redemption price of 101.0% of their principal amount, plus accrued and unpaid interest, if any, to the applicable offer to purchase payment date. See “Description of the Notes—Repurchase of Notes Upon a Change of Control Triggering Event.” Furthermore, if there is any Rating Decline (as a result of the incurrence of any Senior Issuer Indebtedness) and the Issuer within 45 days of such Rating Decline do not repay in full such Senior Issuer Indebtedness, then the Issuer will be required to redeem the Notes in full at a redemption price of 100.0% of their principal amount, plus accrued and unpaid interest, if any, to the applicable offer to purchase payment date. See “Description of the Notes—SII Mandatory Redemption.” However, the Issuer may be unable to effect any such redemption because it might not have enough available funds at the time to pay the redemption price of the tendered outstanding Notes. In addition, any future indebtedness of the Issuer may limit its ability to redeem the Notes upon a Change of Control Triggering Event or a Rating Decline (as a result of the incurrence of any Senior Issuer Indebtedness).

In addition, the definition of Change of Control or Rating Decline (as a result of the incurrence of any Senior Issuer Indebtedness) for purposes of the Indenture does not necessarily afford protection for the Holders in the event of some highly-leveraged transactions, including certain acquisitions, mergers, refinancing, restructuring or other recapitalization, although these types of transactions could increase the Issuer’s indebtedness or otherwise affect the Issuer’s capital structure or credit ratings.

The definition of Change of Control for purposes of the Indenture also includes a phrase relating to the sale of “all or substantially all” of the properties or assets of either (a) RPPL or (b) the Restricted Group. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition under applicable law. Accordingly, the Issuer’s obligation to make an offer to redeem the Notes, and the ability of a Holder to require them to redeem the Notes as a result of a Change of Control Triggering Event, as a result of a highly leveraged transaction or a sale of less than all of RPPL or the Restricted Group’s assets may be uncertain.

We have a high debt to equity ratio and we may be able to incur more debt which may increase the Group’s debt leverage risk and could adversely affect the holders of the Notes.

Our debt-to-equity ratio was 3.5 as of March 31, 2022. Subject to the restrictions in the Indenture governing the Notes, we may be able to incur additional debt in the future. In addition, certain types of indebtedness permitted under the Indenture may rank equally in right of payment with the Notes and could result in less cash available to make payments on the Notes.

To the extent new debt is added to the Group’s current debt levels, the Group’s leverage related risks, including our possible inability to fulfill the payment obligation under the Notes would increase.

The Issuer is registered with the SEBI as an FVCI and may also obtain registration as an FPI. Failure to comply with conditions prescribed by the SEBI and the RBI in relation to FVCIs and FPIs (as applicable) may have adverse impact on its ability to continue to hold the RG Pipe Debt.

The Issuer is registered as an FVCI under the SEBI FVCI Regulations, and is subject to various conditions prescribed by the SEBI and the RBI for FVCIs in India. The RBI and SEBI regulations that apply to the Issuer prescribe, amongst others, conditions in relation to the deployment of its investible funds (including a cap on debt investments) and transfer of the investment portfolio.

The Issuer may also obtain registration as a FPI under the SEBI FPI Regulations and that may add additional compliance requirements on the Issuer where the Issuer provides the RG Pipe Debt in the form of FPI NCDs. The RBI and SEBI regulation provide for conditions in relation to, among others, the investment limits, retention period for the investment and transfer of the investment portfolio.

Any failure to comply with such applicable laws could lead to an inspection or investigation in respect of the Issuer’s operations in India and its investment in the RG Pipe Debt. Further, any regulatory actions taken by the RBI or SEBI against the Issuer for such non-compliances could have an adverse impact on its registration as an FVCI or an FPI, as the case may be, and its ability to continue to hold the RG Pipe Debt.

Conditions on pricing or returns in relation to the RG Pipe Debt could affect the Issuer’s ability to make payments under the Notes.

All or some of the RG Pipe Debt is proposed to be in the form of Onshore OCDs issued in accordance with the SEBI FVCI Regulations and/or ECBs under the ECB Regulations. ECBs are subject to certain pricing related guidelines, and this may affect the Issuer’s return on the relevant RG Pipe Debt in the form of ECBs. Currently, there are no conditions under Indian exchange control regulations that apply to the pricing of a transfer of the RG Pipe Debt in the form of OCDs, or otherwise impose caps on the returns on such OCDs. The introduction of any pricing or returns-related conditions on RG Pipe Debt or investments in India by FVCIs after the date of this Offering Memorandum could affect the Issuer’s returns on such RG Pipe Debt, which could adversely affect its ability to make payment on the Notes. RG Pipe Debt raised in any other form may also be subject to similar restrictions.

On the occurrence of an event of default or an early redemption/prepayment event in relation to the Notes, the relevant Restricted Group entities may not be able to redeem the RG Pipe Debt or repay the RG Pipe Debt.

The ECB Regulations allow borrowers to avail external commercial borrowings from eligible foreign entities subject to conditions on the minimum average maturity of such borrowings. During such period, a prepayment or repayment or redemption of the RG Pipe Debt in the form of ECBs may require prior regulatory approval, although an assignment/transfer/novation of such RG Pipe Debt is permitted from one recognized lender (as defined under the ECB Regulations) to another subject only to approval from an authorized dealer. Therefore, upon the occurrence of an event of default or an early redemption/prepayment event under the RG Pipe Debt in the form of ECBs or any redemption of such RG Pipe Debt, if the minimum average maturity of such RG Pipe Debt is not met, the Restricted Group Entities borrowing the relevant RG Pipe Debt may be required to obtain regulatory approval for the early repayment or redemption of such RG Pipe Debt.

Additionally, the ECB Regulations prescribe an all-in-cost ceiling of 500 basis points over the benchmark rate for foreign currency ECBs, and the benchmark rate for such ECBs will be a widely accepted interbank rate or alternative reference rate of 6-month tenor, applicable to the currency of borrowing. For INR-denominated ECBs, the all-in-cost ceiling is 450 basis points over the prevailing yield of Government of India securities of corresponding maturity. Prepayment charges and penal interest are subject to a separate ceiling of 2% over and above the contracted rate of interest. See “Regulation—Other Regulations—Foreign Exchange Management Act, 1999”). Therefore, upon the occurrence of an acceleration of the RG Pipe Debt in the form of ECBs in an event of default or an early redemption event under such RG Pipe Debt if the interest cost, break cost or redemption premium payable by the Restricted

Group entities which have borrowed the RG Pipe Debt in the form of ECBs is such that the same exceeds the aforesaid ceiling stipulated under the ECB Regulations, then the Restricted Group entities which have borrowed RG Pipe Debt in the form of ECBs may be required to obtain prior approval of the RBI for payment of such excess amounts.

If the RG Pipe Debt is in the form of FPI NCDs under the VRR Scheme, then the Issuer will need to comply with the requirements of the VRR Scheme. While applying for the allocation of limits under the VRR Scheme, an FPI must commit to a time period during which it will retain its committed portfolio size in India (the “CPS”) as may be notified by the RBI at the time of allocation of such limit, which minimum time, as of the date of this Offering Memorandum is three years. During the committed retention period, upon redemption of the FPI NCDs, the FPI shall not be permitted to repatriate proceeds of such repayment or redemption, such that its investment falls below 75% of its CPS, without prior regulatory approval. However, in order to liquidate its investment under the VRR Scheme and repatriate its investment, the FPI may sell/transfer the FPI NCDs to another FPI if the buying FPI complies with all the terms and conditions applicable to the selling FPI under the VRR Scheme. Therefore, on the occurrence of an event of default or an early redemption event in relation to the FPI NCDs, the Issuer may not be able to repatriate the entire amount received by the Issuer from the Restricted Subsidiaries having borrowed pursuant to the FPI NCDs under the VRR Scheme without obtaining appropriate regulatory approvals.

Such regulatory approvals to the Restricted Group entities which have borrowed the RG Pipe Debt may be delayed or may not be received at all. RG Pipe Debt raised in any other form may also be subject to similar restrictions, and approvals may be required for any early repayment of such RG Pipe Debt.

The aforesaid may have an adverse effect on the ability of the Issuer to realize any proceeds from the enforcement of the RG Pipe Debt, and, in turn, the ability of the holders of the Notes to realize any proceeds from the enforcement of the Notes.

The Notes may be amended without the consent of any holder.

The terms and conditions of the Notes can be amended in certain circumstances, without the consent of any holder. Any such amendment may be adverse to the interests of Holders.

Our ability to generate cash depends on many factors and we may not be able to generate cash required to service the Notes.

If we cannot generate sufficient cash to meet our debt service obligations or fund our other business needs, we may, among other things, need to refinance all or a portion of our debt, including the Notes, obtain additional financing, delay capital expenditures or sell assets. We cannot assure you that we will be able to generate sufficient cash through any of the foregoing. If we are not able to refinance any of our debt, obtain additional financing or sell assets on commercially favorable terms or at all, we may not be able to satisfy its obligations with respect to our debt, including the Notes. If this were to occur, holders of the relevant debt would be able to declare the full amount of such debt due and payable. Our assets may not be sufficient to pay such amounts. In addition, certain covenants (including the “Restricted Payment” covenants) in our existing debt limit our ability to pay dividends to and/or lend to the Parent Guarantor, which may impact the ability to service the Notes.

If we are unable to comply with the restrictions and covenants under the Notes, or any debt agreements we have entered into or will enter into in the future, there could be a default under the terms of the Notes or such other debt agreements, which could cause repayment of our debt to be accelerated.

If we are unable to comply with the restrictions and covenants under the Notes, or any of our existing or future debt obligations, there could be a default under the terms of these agreements. In the event of a default under these agreements, the holders of the debt could accelerate repayment of the debt and declare all outstanding amounts due and payable or terminate the agreements, as the case may be. Furthermore, certain of our debt agreements contain,

and our future debt agreements may contain, cross-acceleration provisions. As a result, a default by us under one debt agreement may cause the acceleration of repayment of not only such debt but also result in a default under our other debt agreements, including in relation to the Notes. If any of these events occur, we cannot assure investors that our assets and cash flows would be sufficient to repay in full all of our indebtedness, or that we would be able to find alternative financing. Even if we could obtain alternative financing, we cannot assure investors that it would be on terms that are favorable or acceptable to them.

In general, the restrictive covenants limit the actions of RPPL and its Restricted Subsidiaries. The Parent Guarantor and the Issuer (and their Subsidiaries that are not part of the RPPL group) are generally not restricted under the covenants.

Many of the restrictive covenants applicable to the Notes do not apply to the Parent Guarantor or the Issuer. For example, the Issuer may generally incur indebtedness without limitation (such as Senior Issuer Indebtedness). See “Description of the Notes—Incurrence of Indebtedness by the Issuer.” While investors are being asked to examine the potential investment in the Notes based primarily on the credit of RPPL and its Restricted Subsidiaries, additional risk to investors can be introduced by the Parent Guarantor and the Issuer without the terms of the Notes presenting significant obstacles. Many of the risks highlighted in the “Risk Factors” section can be exacerbated by the relative freedom to act of the Parent Guarantor and the Issuer.

Restrictions imposed by the Indenture and the agreements governing Restricted Subsidiaries’ other current and future borrowings may contain covenants that limit their ability to take certain action.

The Indenture in respect of the Notes and our other current and future debt agreements may contain covenants imposing operating and financial restrictions on our Restricted Subsidiaries’ business that limit their flexibility. For example, the Indenture with respect to the Notes restricts their ability to, among other things:

The operating and financial restrictions and covenants in these agreements might adversely affect our ability to finance our future operations and capital needs, engage in other business activities that may be in our interest and react to adverse market developments. These restrictions also may interfere with our ability to make payments on the Notes.

The terms and conditions of the RG Pipe Debt may be amended without the consent of any holder of the Notes.

The terms and conditions of the RG Pipe Debt subscribed for or borrowed by the Restricted Group in accordance with the relevant documents for such RG Pipe Debt can be amended in certain circumstances, without the consent of any holder of the Notes.

The availing of RG Pipe Debt, securing the RG Pipe Debt and associated actions may result in a breach of the terms of our existing debt documentation unless the existing debt is prepaid, amended or canceled, as applicable.

Certain terms of our existing debt documentation including the existing debt documentation of the Restricted Group prohibit us from incurring new debt, securing such debt and/or taking related actions. As a result, in order for us to incur new debt, including the RG Pipe Debt, securing the RG Pipe Debt and/or take certain related actions, prior consents from the relevant existing lenders will be required. In relation to the RG Pipe Debt, it is proposed that unless the applicable existing indebtedness will be prepaid in full from the proceeds of the relevant RG Pipe Debt, such consents will be obtained by the applicable Restricted Group entities prior to the incurrence of the relevant RG Pipe Debt. In relation to the security to be created in respect of the RG Pipe Debt, it is proposed that the applicable existing indebtedness restricting the creation of such security will be prepaid in full prior to the creation of such security. Absence of such consents could result in a breach of our existing debt documentation or cross defaults under the onshore financing agreements, until the relevant existing debt is prepaid or except where the relevant existing debt is canceled prior to the incurrence of, or creation of security in respect of, the relevant RG Pipe Debt. Further, prior consents from certain existing lenders, may be required under the terms of the relevant existing debt documentation for the prepayment of the debt availed from such existing lenders. There can be no assurance that we will receive such consents for prepayment of the existing debt prior to the incurrence of the RG Pipe Debt. If such lenders were to also refuse to accept prepayment of the relevant indebtedness, an event of default under our existing indebtedness may be triggered on account of the incurrence of the RG Pipe Debt and related actions, which may cause a cross default under certain of our indebtedness and the indebtedness of the Group, and consequently, may also trigger an Event of Default under the Notes.

The RG Pipe Debt may remain unsecured for a significant amount of time from the issue or drawdown date, and on release of security. Enforcement of any security granted as collateral for the RG Pipe Debt will be subject to Indian (or other applicable) law, and the value of such security may not be sufficient to satisfy amounts in respect of the RG Pipe Debt.

Under the terms and conditions of the Notes, the Parent Guarantor has up to the earlier of (i) one hundred and eighty (180) calendar days after the Original Issue Date and (ii) sixty (60) calendar days after all applicable consents and approvals and all corporate actions required to create all required security so as to be able to ensure (x) a Notes Project Security Ratio of 0.6x and (y) a Notes Security Ratio of 1.0x. Further the terms and conditions of the Notes permit the release of such security created for the Pipe Debt (including the RG Pipe Debt) at any point in time for one or more 60 consecutive day periods.

In relation to the RG Pipe Debt, such security is proposed to be created by the relevant entities in the Restricted Group in favor of the Issuer or an onshore trustee appointed which will hold the security for the benefit of the Issuer. Until the collateral documents are entered into and the relevant security is created and perfected, the RG Pipe Debt will be unsecured. In addition, where the security has been released as permitted under the terms and conditions of the Notes, the RG Pipe Debt shall be unsecured until such time as further security has been created and perfected for the benefit of the Issuer. Third party consents, including consents from governmental and regulatory authorities, may be required for creation of such security. The process for obtaining such consents and creating and perfecting security could take a significant amount of time from the issue or drawdown date of the RG Pipe Debt. In certain cases, other lenders of a Restricted Group entity, may already have the benefit of security over the assets of such Restricted Group entity which will secure the RG Pipe Debt. Until security is created over such assets, any claim of the Issuer or the onshore trustee in a bankruptcy or similar proceeding would be unsecured to the extent that the relevant Restricted Group entity has not created, perfected and registered the security for the RG Pipe Debt, which could limit any recovery of the Issuer in any such proceeding. Additionally, under the Insolvency and Bankruptcy Code 2016, as amended (the “Code”), for any further security that has been created pursuant to the release of security as permitted under the terms and conditions of the Notes, the look-back period for assessing whether the transaction is a

preferential transaction or not will start from the date of creation of the relevant security. In this regard, where the insolvency resolution professional or the liquidator is of the view that any of the Restricted Group entity has (within two years (in case of related party) or one year (in case of no related party) prior to the insolvency commencement date) given a preference to another person, then it may apply to the National Company Law Tribunal for avoidance of such transactions.

Further, to the extent that any of the Restricted Group’s other secured indebtedness remains outstanding after the incurrence of RG Pipe Debt, the obligations due to the creditors of such secured indebtedness will be effectively senior to the obligations due under the RG Pipe Debt, until security for the RG Pipe Debt is created.

The terms of the Notes do not provide for a separate security coverage ratio in relation to the RG Pipe Debt. The Notes Project Security Ratio of 0.6x will take into account, inter alia, security created by the Restricted Subsidiaries to secure any RG Pipe Debt. The security so created in relation to the RG Pipe Debt may not be sufficient to cover all the amounts outstanding in relation to the RG Pipe Debt, and the amounts received on foreclosure or sale of the security, may not be sufficient to pay all amounts that the Issuer is owed in relation to the RG Pipe Debt. This may in turn affect the ability of the Issuer to repay the Holders. Any enforcement of security provided in relation to RG Pipe Debt will be subject to Indian (or other) law. Depending upon the nature of security provided, sale of the security can be by way of private sale or through a court-assisted sale process. The exercise by the Issuer or the onshore trustee under the RG Pipe Debt of the powers and remedies conferred on it under the RG Pipe Debt documents or otherwise vested in it by Indian (or other) law, will be subject to general equitable principles regarding the enforcement of security, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorizations or orders. It is not unusual for court proceedings in India to continue for years. Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication. Any such enforcement could take a significant amount of time. Further, the amounts received on foreclosure or sale of the security, may not be sufficient to pay all amounts that the Issuer is owed in relation to the RG Pipe Debt. The above, in turn, may result in delay in servicing the Notes and may impair the ability of the Issuer to repay the Noteholders.

The amounts that can be recovered by the Issuer from the RG Pipe Debt and by the Parent Guarantor from the companies in the Restricted Group will be subject to foreign exchange laws.

The amounts that can be recovered by the Issuer or the Parent Guarantor from any entity in the Restricted Group in India, whether in the form of or on account of dividends, redemption premium on the RG Pipe Debt, the buy-back of shares or other securities or otherwise, may be restricted or limited by Indian foreign exchange laws. The relevant Restricted Group entities may be unable to make payments to the Issuer and/or the Parent Guarantor to the extent that such payments would breach the aforesaid restrictions or limitations.

There is no public market for the Notes.

An application will be made for the listing and quotation of the Notes on the SGX. However, no assurance can be given that we will be able to maintain such listing and even if listed, we do not intend to enter into any agreement with a depository or custodian for the trading of the Notes. In addition, we do not intend to apply for listing of the Notes on any securities exchange other than the SGX. This may impede a holder’s ability to dispose of the Notes (including their ability sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market).

The redemption of the Notes prior to maturity may adversely affect investors’ return on the Notes.

We have the right to redeem some or all of the Notes prior to maturity, as described under “Description of the Notes—Optional Redemptions” and “—Special Optional Redemption.” We may redeem the Notes at times when prevailing interest rates may be relatively low. Accordingly, investors may not be able to reinvest the redemption proceeds in a comparable security and issuer or at an effective rate as high as that of the Notes.

We may redeem the Notes as a result of certain changes in tax laws.

As described in “Description of the Notes—Redemption for Taxation Reasons,” if we are required to pay certain Additional Amounts (or other amounts on any Tax Redemption Subsidiary Debt) as a result of certain changes in tax law, including changes in existing official positions or the standing of an official position, we may, subject to certain conditions, redeem the Notes, as a whole but not in part, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date (including any Additional Amounts).

The rights of holders to receive payments under the Notes and the rights of the Issuer to receive payments under the RG Pipe Debt is junior to any tax and other liabilities of the Issuer and the relevant Restricted Group entities that are preferred by law.

The Notes and the RG Pipe Debt will rank subordinated to certain liabilities preferred by law, such as claims of the Government on account of taxes, and certain liabilities incurred in the ordinary course of our business. In particular, in the event of bankruptcy, liquidation or winding-up, the assets of the members of the Restricted Group which have borrowed the RG Pipe Debt will be available to pay obligations on the RG Pipe Debt only after all of the tax liabilities and other liabilities which rank senior to the RG Pipe Debt have been paid. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining, after paying amounts relating to these proceedings, to pay amounts due on the RG Pipe Debt. Creditor initiated corporate insolvency in India is governed by the Code, which offers a uniform, comprehensive insolvency legislation encompassing all companies, partnerships and individuals (other than financial firms). The Code enables a creditor to file a corporate insolvency and resolution petition (“CIRP”) against a debtor, including on default in payment of debt by the debtor. If the CIRP is admitted by the National Company Law Tribunal against an issuer, the declaration of a moratorium by the adjudicating authority until completion of the corporate insolvency resolution process under the Code will prohibit the creation of encumbrance, disposal of assets of such issuer, any action to enforce the security interest of such issuer as well as the institution or continuation of legal proceedings against such issuer. In addition, if an invocation and realization of security interest is sought in respect of such issuer against which a CIRP has been admitted, such claim will also be subordinated to certain payments, including certain liabilities preferred by law such as workmen’s dues, wages to employees, government dues and certain other liabilities.

As a related party of the borrowers of the RG Pipe Debt, the Issuer may be precluded from being a part of the committee of creditors in case of insolvency of such entities of Restricted Group.

In case of admission of an insolvency resolution process with respect to an entity of the Restricted Group which has availed the RG Pipe Debt, under the provisions of the Code, a committee of creditors of such insolvent entity is constituted which is responsible for appointment of the resolution professional, approval of the resolution plan etc. The committee of creditors under the Code would consist of all the financial creditors (being the lenders of debt along with interest disbursed against the consideration of time value of money) of such Restricted Group entity. The Code, however, precludes “related parties” from participating in the committee of creditors. As the Restricted Group entities and the Issuer are subsidiaries of the Parent Guarantor, the Issuer would be a related party of the Restricted Group entities availing the RG Pipe Debt and would be precluded from participating in the committee of creditors (as the lender of the RG Pipe Debt) in case of an insolvency proceeding in relation to such Restricted Group entities. Even in case of a change of control of the Issuer, given that at the time of the extension of the RG Pipe Debt by the Issuer to such entities was a “related party” (as defined in the Bankruptcy Code), it is possible that the adjudicating authority under the Code may nonetheless preclude the Issuer from participating in the committee of creditors.

In addition, in respect of entities in the Restricted Group which are only providing security in respect of the RG Pipe Debt, while the Issuer will be a secured creditor for the purpose of the Code, it is not permitted to initiate insolvency proceedings and will not be a part of the committee of creditors in case of insolvency of such entities. In addition, while it has been held that secured creditors cannot be disregarded in a resolution plan, the value recoverable by secured creditors though the resolution process has not been settled.

The proposed RG Pipe Debt may be subordinated to senior lenders of the Indian Restricted Subsidiaries.

The RG Pipe Debt granted by the Issuer to the entities of the Restricted Group in India will be treated as a loan from a related party or a ‘shareholder debt’. The senior secured lenders of such entities may require that on account of being a shareholder debt, the RG Pipe Debt be subordinated to them in right of priority and payment. The terms of such subordination may restrict the Indian Restricted Subsidiaries ability to upstream cash flows and dividends to the Issuer and the Parent Guarantor which may, in turn, impact the ability of the Issuer to service the Notes. The terms of such subordination may also restrict the Issuer from accelerating the RG Pipe Debt or calling an event of default on the RG Pipe Debt so long as the existing debt remains outstanding.

Remittance of funds outside India pursuant to indemnification by us in relation to the RG Pipe Debt requires prior RBI approval.

Remittance of funds outside India by us pursuant to indemnity clauses under any agreements in relation to the RG Pipe Debt requires prior RBI approval under the Foreign Exchange Management Act, 1999 and rules and regulations made thereunder. Any approval, if and when required, for the remittance of funds outside India is at the discretion of the RBI and we can provide no assurance that we will be able to obtain such approval.

The Notes are subject to selling restrictions and may be transferred only to a limited pool of investors.

The Notes are subject to selling restrictions and may be transferred only to a limited pool of investors. The Notes can only be issued to and held by investors eligible under the ECB Regulations (as amended and updated from time to time), being investors which are neither from a Restricted Jurisdiction nor are Restricted Overseas Persons (as further set out in the section headed “Plan of Distribution”).

There are interest rate risks on an investment in the Notes.

Investment in fixed rate instruments such as the Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the fixed rate instruments. The extent of a fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation, are likely to have a negative effect on the price of the Notes.

The Trustee may request that the holders of the Notes provide an indemnity and/or security and/ or prefunding to their satisfaction.

Pursuant to the Indenture, the Trustee may, in certain circumstances, request the holders of the Notes provide an indemnity and/or security and/or prefunding to their satisfaction before they take any action on behalf of the holders of the Notes. The Trustee shall not be obliged to take any such actions if not indemnified and/or secured and/or pre-funded to their satisfaction. Negotiating and agreeing to any indemnity and/or security and/or prefunding can be a lengthy process and may have an impact on when such actions can be taken.

If there is any change in the particulars submitted by the Issuer at the time of registration as an FVCI or a FPI, it may affect the ability of the Issuer to continue to hold the RG Pipe Debt.

Any change in information provided by the Issuer at the time of its FVCI registration (which includes a brief description of the group) including any change in shareholding on enforcement of the Collateral may trigger notification requirements to SEBI. In such circumstances, SEBI may seek additional information and may seek to make a determination as to whether or not the Issuer continues to be eligible for FVCI registration. There is no

certainty that a positive determination shall be made. If SEBI determines that the Issuer is not eligible to continue to be registered as a FVCI, then it shall not be permitted to make any further investments in Indian securities and may be required to surrender its FVCI registration or redeem/sell down its investment in the RG Pipe Debt by transferring the RG Pipe Debt to other eligible holders.

Further, any change of control in relation to the Issuer or change in material information provided by the Issuer at the time of its FPI registration pursuant to an enforcement under the share pledge created by the Parent Guarantor may trigger notification requirements to the designated depository participant of the Issuer in India. In such circumstances, the designated depository participant may seek additional information and may seek to make a determination as to whether or not the Issuer continues to be eligible for FPI registration. There is no certainty that a positive determination shall be made. If the designated depository participant determines that the Issuer is not eligible to continue to be registered as an FPI, then it shall not be permitted to make any further investments in Indian securities and may be required to surrender its FPI registration. This may result in delays in recovery of proceeds from the Restricted Subsidiaries.

The offering of the Notes and associated actions are subject to authorization by a resolution of our board of directors.

The offering of the Notes and the taking of associated actions are required to be, but have not yet been, authorized by a resolution of our board of directors adopted at a meeting duly called and held and/or adopted by written resolution executed by the applicable members of the board. While a meeting of our board of directors is intended to be convened prior to the execution of the Purchase Agreement (as defined in the “Plan of Distribution” section below) in order to approve the offering and associated actions and to ratify all actions taken by us or on our behalf in connection with the offering until the date of such meeting, there can be no assurance that such meeting will be duly attended and/or that the board of directors will approve and/or ratify the relevant actions at such meeting and accordingly, we may not be able to issue the Notes.

The Notes will initially be held in book-entry form, and therefore investors must rely on the procedures of the relevant clearing systems to exercise any rights and remedies.

The Notes will initially only be issued in global certificated form and held through DTC and its participants, including Euroclear and Clearstream. Interests in the global note representing the Notes will trade in book-entry form only, and Notes in definitive registered form will be issued in exchange for book-entry interests only in very limited circumstances. Owners of book-entry interests will not be considered owners or the Holders for purposes of the Indenture. The custodian for DTC will be the sole registered holder of the global note. Payments of principal, interest and other amounts owing on or in respect of the global note will be made to the paying agent who will make payments to DTC. Thereafter, these payments will be credited to accounts of participants (including Euroclear and Clearstream) that hold book-entry interests in the Global Notes and credited by such participants to indirect participants. After payment to the custodian for DTC, the Issuer and the Parent Guarantor will have no responsibility or liability for payment of interest, principal or other amounts to the owners of book-entry interests. Accordingly, if you own a book-entry interest, you must rely on the procedures of DTC, Euroclear and Clearstream, and if you are not a participant in DTC, Euroclear and Clearstream on the procedures of the participant through which you own your interest, to exercise any rights and obligations of a holder of Notes under the Indenture.

Upon the occurrence of an Event of Default under the Indenture, unless and until definitive registered Notes are issued in respect of all book-entry interests, if an investor owns a book-entry interest, the investor will be restricted to acting through DTC, Euroclear and Clearstream. The procedures to be implemented through DTC, Euroclear and Clearstream may not be adequate to ensure the timely exercise of rights under the Notes. See “Description of the Notes-Book—Entry, Delivery and Form.”

The security over certain Collateral may in certain circumstances be voidable.

The security interest over the Collateral securing the Notes may be voidable under insolvency, bankruptcy, fraudulent transfer or similar provisions of New York law and the applicable laws of other jurisdictions, if and to the extent applicable. In the case of the Collateral being voidable under such laws in New York, the relevant time period during which such Collateral is voidable could be within six months of the date of the creation of the charge, although under some circumstances, it would be voidable within longer periods. If the security interest over the Collateral were to be voided for any reason, the Holders would have only an unsecured claim against the Issuer and the Parent Guarantor (for so long as its Guarantee has not been released as per the Indenture). Under Mauritius law, the security interest over the Collateral (as applicable) granted by the Issuer and the Parent Guarantor, respectively, may be considered voidable if, in the event of insolvency, it is proved that the Issuer had created the Issuer Floating Collateral within the period of six months (or in some circumstances, within two years) immediately preceding the insolvency commencement date.

The transferability of the Notes may be limited under applicable securities laws which may adversely affect their liquidity and value.

The Notes and the Parent Guarantee have not been, and will not be, registered under the Securities Act or the securities laws of any state or any other jurisdiction and, unless so registered, may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or any other jurisdiction. See “Plan of Distribution.” The Notes are not being offered for sale in the United States except to “qualified institutional buyers” in accordance with Rule 144A. See “Plan of Distribution.” The Issuer has not agreed to or otherwise undertaken to register the Notes with the U.S. Securities and Exchange Commission (including by way of an exchange offer). It is the obligation of holders of Notes to ensure that their offers and sales of the Notes within the United States and other countries comply with applicable securities laws.

The Notes are subject to selling restrictions and may be transferred only to a limited pool of investors.

The Notes can only be issued to and held by investors eligible under the ECB Regulations (as amended and updated from time to time), being investors which are neither from a Restricted Jurisdiction nor are Restricted Overseas Persons (as further set out in the section headed “Plan of Distribution”)

There are interest rate risks on an investment in the Notes.

Investment in fixed rate instruments such as the Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the fixed rate instruments.

The Notes may not be a suitable investment for all investors seeking exposure to “sustainable” or “development” finance assets.

There is currently no market consensus on what precise attributes are required for a particular project or financing to be defined as “sustainable” or “development,” and therefore no assurance can be provided to investors that the Notes and the use of proceeds by the Issuer or any development impact projects, will satisfy, whether in whole or in part, any expectations or requirements of any investor or any present or future expectations or requirements with respect to development finance or sustainability. Neither the Issuer nor the Joint Global Coordinators and Joint Bookrunners make any representations or assurances as to whether (and are not responsible for ensuring that) the characterization of the Notes as development finance or the level of its expected development intensity rating impact will (i) comport with any investor’s definition of sustainable or development finance, (ii) meet any investor’s criteria and expectations with regard to developmental impact, or (iii) comport with the characterization or definitions used by any other development finance institution in the public or private sectors.

The Notes may not be a suitable investment for all investors seeking exposure to green assets.

We intend to allocate the net proceeds towards financing, refinancing, reimbursement, and allocation towards existing indebtedness, historical expenditures, as well as the financing of new Eligible Green Projects. However, neither the terms of the Notes nor the Indenture requires us to use the proceeds as described above, and any failure by us to comply with the foregoing will not constitute a breach of or default or an Event of Default under the Notes or the Indenture. Our green bond framework (as amended or updated from time to time, the “Green Bond Framework”) is aligned with the prevailing market practices but may be subsequently updated as green financing standards and the sustainable finance market evolves. The main characteristics of the green bond are specified within the Green Bond Framework, which has been established in accordance with the Climate Bonds Standard version 3.0, certified by the Climate Bonds Initiative and verified by DNV Business Assurance Australia Pty Ltd (“DNV”), a Climate Bonds approved verifier. The eligibility requirements of the Green Bond are described in the Green Bond Framework which is structured around the key pillars as per the International Capital Markers Association’s (ICMA) Green Bond Principles 2021 (“GBP”). See “Green Bond Framework Overview”.

There is no current market consensus on what precise attributes are required for a particular project to be defined as “green” or “sustainable” and therefore the Eligible Green Projects may not meet the criteria and expectations of investors regarding environmental impact and sustainability performance. We may not meet or continue to meet, the investment requirements of certain environmentally focused investors with respect to the Notes, which may also have consequences for certain investors with portfolio mandates to invest in green assets. Each potential purchaser of the Notes should determine for itself the relevance of the information contained in this offering memorandum regarding the use of proceeds of the Notes. In the event that any such Notes are listed or admitted to trading on any dedicated “green”, “environmental”, “sustainable” or other equivalently-labelled segment of any stock exchange or securities market (whether or not regulated), no representation or assurance is given by the Company, the Joint Global Coordinators and Joint Bookrunners or any other person that such listing or admission satisfied, whether in whole or in part, any present or future investor expectations or requirements as regards any investment criteria or guidelines with which such investor or its investments are required to comply, whether by any present or future applicable law or regulations or by its own by-laws or other governing rules or investment portfolio mandates, in particular with regard to any direct or indirect environmental, sustainability or social impact of any projects or uses, the subject of or related to, any green projects. Furthermore, it should be noted that the criteria for any such listings or admission to trading may vary from one stock exchange or securities market to another. Nor is any representation or assurance given or made by the Company, the Joint Global Coordinators and Joint Bookrunners or any other person that any such listing or admission to trading will be obtained in respect of any such Notes or, if obtained, that any such listing or admission to trading will be maintained during the life of the Notes.

While it is the intention of the Company to apply the proceeds of any Notes so specified for green projects in, or substantially in, the manner described in the Offering Memorandum, there can be no assurance that the relevant project(s) or use(s) the subject of, or related to, any green projects will be capable of being implemented in or substantially in such manner and/or accordance with any timing schedule and that accordingly such proceeds will be totally or partially disbursed for such green projects. In addition, in respect of any instruments issued with a specific use of proceeds, such as a “green bond”, there can be no assurance that such use of proceeds will be suitable for the investment criteria of an investor. Accordingly, no assurance is or can be given by the Company, the Joint Global Coordinators and Joint Bookrunners to investors that any projects or uses the subject of, or related to, any green projects will meet any or all investor expectations regarding such “green”, “sustainable” or other equivalently-labelled performance objectives or that any adverse environmental, social and/or other impacts will not occur during the implementation of any projects or uses the subject of, or related to, any green projects. Nor can there be any assurance that such green projects will be completed within any specified period or at all or with the results or outcome (whether or not related to the environment) as originally expected or anticipated by the Company. Any such event or failure by the Company will not constitute an Event of Default under the Notes.

Any such event or failure to apply the proceeds of any issue of Notes for any green projects as aforesaid and/or withdrawal of any such opinion or certification or any such opinion or certification attesting that the Company is not complying in whole or in part with any matters for which such opinion or certification is opining or certifying on and/or any such Notes no longer being listed or admitted to trading on any stock exchange or securities market as aforesaid may have a material adverse effect on the value of such Notes and also potentially the value of any other Notes which are intended to finance green projects and/or result in adverse consequences for certain investors with portfolio mandates to invest in securities to be used for a particular purpose. In addition, any such opinion or certification is for information purposes only and none of the Company nor the Joint Global Coordinators and Joint Bookrunners or any of their respective agents, directors, employees, advisers or affiliates or any person who controls any of them accepts any form of liability for the substance of such opinion or certification and/or any liability for loss arising from the use of such opinion or certification and/or information provided in it. Such opinion or certification is not, nor should be deemed to be, a recommendation by the Company, Joint Global Coordinators and Joint Bookrunners or any of their respective representatives, agents, directors, officers, employees, advisers or affiliates or any person who controls any of them or any other person to buy, sell or hold any such Notes. Prospective investors should have regard to the
Green Bond Framework which the Company may publish from time to time, such opinion or certification delivered in respect thereof, and any public reporting by or on behalf of the Company in respect of the application of the proceeds of the Notes for further information. For the avoidance of doubt, such opinion or certification are not, nor shall be deemed to be, incorporated in and/or form part of this Offering Memorandum.

There is currently no market consensus on what precise attributes are required for a particular energy project to be defined as ‘green’ or ‘sustainable’, and therefore no assurance can be provided to investors that the projects will meet all investor expectations regarding sustainability performance. Although the underlying projects will be selected in accordance with the categories recognized by the Green Bond Framework and will be developed in accordance with relevant legislation and standards, there can be no guarantee that adverse environmental and/or social impacts will not occur during the design, construction, commissioning and operation of the projects. In addition, where negative impacts are insufficiently mitigated, the projects may become controversial, and/or may be criticized by activist groups or other stakeholders.

Neither the Company nor any of the Joint Global Coordinators and Joint Bookrunners or their respective agents, directors, employees, advisers or affiliates or any person who controls any of them makes any representation as to the suitability of the Notes to fulfil such environmental and sustainability criteria. Neither the Joint Global Coordinators and Joint Bookrunners nor any of their respective agents, directors, employees, advisers or affiliates or any person who controls any of them have undertaken nor are responsible for, any assessment of the eligibility of projects in Eligible Green Projects or the monitoring of the use of proceeds from the offering of the Notes. Prospective investors should have regard to the factors described in this Offering Memorandum regarding the use of proceeds. Each potential purchaser of Notes should determine for itself the relevance of the information contained in this Offering Memorandum regarding the use of proceeds, and its purchase of Notes should be based upon such investigation as it deems necessary.

Any failure by the Company to use the net proceeds from the Notes on eligible projects or to meet or continue to meet the investment requirements of certain environmentally focused investors with respect to such Notes may affect the value of the Notes and/or may have consequences for certain investors with portfolio mandates to invest in green assets.

USE OF PROCEEDS

The Issuer estimates receiving approximately U.S.$127 million aggregate proceeds from the offering (which includes accrued interest from, and including July 28, 2024 to, but excluding August 14, 2024).

The Issuer intends to use a portion of the proceeds for payment of expenses related to the offering including but not limited to the Joint Global Coordinators and Joint Bookrunners’ Commissions. Subject to compliance with applicable laws and regulations, balance proceeds will be used:

See “Green Bond Framework Overview”.

DEVELOPMENT IMPACT

Introduction

The Group is a renewable energy company in India at the forefront of the country’s energy transition and decarbonization efforts, and a significant contributor to the Indian clean energy matrix. As the number one pureplay renewable power generation company in India and the tenth largest globally, the Group generated enough wind and solar energy to serve 4 million households in India and supplied 1.9% of India’s total electricity in 2022. On an annual basis, the Group helps mitigate half a percent of India’s carbon emissions, according to Climate Disclosure Project (“CDP”) data. As the Group aims to expand its operations to meet increased market demand for renewable energy in the country, the Group is offering a green bond, under its Green Bond Framework. See “Green Bond Framework Overview”. In addition to the Green Bond Framework, the Group has set forth initiatives throughout its operations related to gender, renewable energy capacity, training and waste management. See “—Positive Outputs and Outcome Targets”. The Group aims to report on its efforts to curb greenhouse gas (GHG) emissions on an annual basis in its annual report, which is anticipated to contribute to UN Sustainable Development Goal (SDG) #13.

Positive Outputs and Outcome Targets

Sector-Specific Impact Indicators

Increase renewable energy production over the tenor of the bond by:

Cross-Cutting Indicators

The Group intends to enhance its policies and practices with regards to environmental sustainability, job creation and gender and diversity over the maturity of the Notes, by:

Mitigation of Negative Impacts

The Group intends to pursue incremental impact intentions while upholding its commitments to national and international standards and to adopt new standards for its operations and disclosures, through:

Development Impact Reporting

The Group aims to report on the following metrics in accordance with the UN SDGs in its Annual Report, published on its website, which will include the following updates:

Development Outputs and Outcomes

Contribution to the UN SDGs and Addressing Country Development Gaps

The anticipated impact of the development outputs and outcome above are expected to contribute to UN SDG #13. The Group has committed to report on specific metrics that align to this SDG and therefore help address development gaps in India, both directly and indirectly. India faces development gaps with regards to the following sectors:

GREEN BOND FRAMEWORK OVERVIEW

The description of our green bond framework (as amended or updated from time to time, the “Green Bond Framework”) included herein is in summarized form only. It is intended to provide non-exhaustive, general information and does not purport to be comprehensive. The information contained herein is provided as at the date of the Green Bond Framework and is subject to change without notice and we do not assume any responsibility or obligation to update or revise such information, regardless of whether such information is affected by the results of new information, future events or otherwise. For the avoidance of doubt, the information and materials found on our website, including without limitation the Green Bond Framework, CBI Certification and information on the Eligible Projects, are not part of or incorporated by reference into this Offering Memorandum.

No representation or warranty, express or implied, is made or given by the Joint Global Coordinators and Joint Bookrunners or any of their respective affiliates, directors, officers, employees, agents or advisers as to the accuracy, completeness or sufficiency of the information contained in this section, and nothing contained in this section is, or shall be relied upon as a promise, representation or warranty by the Joint Global Coordinators and Joint Bookrunners or any of their respective affiliates, directors, officers, employees, agents or advisers. To the fullest extent permitted by law, the Joint Global Coordinators and Joint Bookrunners and their respective affiliates, directors, officers, employees, agents and advisers do not accept any responsibility for the contents of this section and assume no responsibility for the contents, accuracy, completeness or sufficiency of any such information. Each of the Joint Global Coordinators and Joint Bookrunners and their respective affiliates, directors, officers, employees, agents and advisers accordingly disclaim all and any liability whether arising in tort or contract or otherwise which they might otherwise have in respect of this section or any statement herein. The Joint Global Coordinators and Joint Bookrunners and their respective affiliates, directors, officers, employees, agents and advisers have not independently verified any of the information contained in this section and can give no assurance that this information is accurate, truthful or complete. This section is not intended to provide the basis of any credit or other evaluation nor should it be considered as a recommendation by any of the Joint Global Coordinators and Joint Bookrunners or any of their respective affiliates, directors, officers, employees, agents or advisers that any recipient of this section should purchase the Notes. For the avoidance of doubt, none of the Joint Global Coordinators and Joint Bookrunners are providing any legal, financial, business or tax advice in this section. It is recommended that persons proposing to subscribe for or purchase any of the Notes consult their own legal and other advisers before subscribing for or purchasing the Notes. In making an investment decision, investors must rely on their own examination of the Issuer and the terms of the offering, including the merits and risks involved. See “Risk Factors” for a discussion of certain factors to be considered in connection with an investment in the Notes.

The information and disclosure contained herein speaks only as of the date hereof. None of the Joint Global Coordinators and Joint Bookrunners or any of their respective affiliates nor any other party or governmental body has an obligation to update the information contained herein.

The main characteristics of the green bond are specified within the Green Bond Framework, which has been established in accordance with the Climate Bonds Standard version 3.0, certified by the Climate Bonds Initiative and verified by DNV Business Assurance Australia Pty Ltd (“DNV”), a Climate Bonds approved verifier. The eligibility requirements of the Green Bond are described in the Green Bond Framework which is structured around the key pillars as per the International Capital Markers Association’s (“ICMA”) Green Bond Principles 2021 (“GBP”).

The Green Bond Framework formalizes a number of items, including (i) Use of Proceeds; (ii) Selection and Evaluation of Eligible Green Projects; (iii) Management of Proceeds; (iv) Reporting; (v) Assurance.

The Green Bond Framework sets forth how we will utilize the net proceeds raised through the Notes for the financing, refinancing, reimbursement, construction, and allocation to historical expenditures associated with Eligible Green Projects (as defined in the Green Bond Framework).

Eligible Green Projects comprise of the following:

Management of Proceeds

We intend to allocate the net proceeds towards financing, refinancing, reimbursement, and allocation towards existing indebtedness, historical expenditures, as well as financing of new Eligible Green Projects. We intend to establish internal tracking systems to monitor, document and account for the allocation of the proceeds.

Neither the terms of the Notes nor the Indenture requires us to use the proceeds as described above, and any failure by us to comply with the foregoing will not constitute a breach of or default or an Event of Default under the Notes or the Indenture. The above description of the use of an amount equal to the net proceeds from the sale of the Notes is not intended to modify or add any covenant or other contractual obligation undertaken by us under the Notes or the Indenture governing the Notes. The Green Bond Framework is aligned with the prevailing market practices but may be subsequently updated as green financing standards and the sustainable finance market evolves.

Reporting

As long as the Notes and any subsequent green bonds issued by us remain outstanding, we will furnish an annual statement that will give information on (i) the allocation of the proceeds (project type, capacity, amount of funding and location) for each green bond issued, (ii) reduction in greenhouse gasses achieved, (iii) a confirmation from the our management team that the use of proceeds is in alignment with the requirements of the Climate Bonds Standard.

Assurance

This Framework has been reviewed by DNV, an approved verifier under the Climate Bonds Standard, and shall be certified by CBI as per the requirements of pre-issuance certification. The Green Bond Framework may be amended, supplemented, or replaced from time to time.

For the avoidance of doubt, the Green Bond Framework, CBI Certification and information on the Eligible Projects on the company website are not incorporated by reference into, and do not form part of, this Offering Memorandum.

CAPITALIZATION

The following table sets forth the consolidated cash and bank balances and capitalization of the Group as of March 31, 2024:

You should read the following table together with “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes included elsewhere in this offering memorandum.

Notes:

There has been no material change to the Group’s consolidated capitalization since March 31, 2024.

SELECTED FINANCIAL AND OTHER DATA OF THE GROUP

The summary financial information presented below has been derived from the Group’s audited consolidated financial statements as of March 31, 2023 and 2024 and for each of the three years in the period ended March 31, 2024 included elsewhere in this offering memorandum, which have been prepared in accordance with IFRS as issued by the IASB. The summary financial information presented below should be read in conjunction with these financial statements and the notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

The following tables set out summary financial data from the Group’s audited consolidated financial statements and unaudited interim condensed consolidated financial statements as of the dates and for the periods indicated:

Consolidated Statement of Profit or Loss