STRICTLY CONFIDENTIAL — DO NOT FORWARD

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (I) QIBs (AS DEFINED BELOW) IN

RELIANCE ON RULE 144A (“RULE 144A”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED(THE “SECURITIES ACT”) OR (II) OUTSIDE THE UNITED STATES PURCHASING IN OFFSHORE TRANSACTIONS INRELIANCE ON REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”).

IMPORTANT: You must read the following before continuing. The following disclaimer applies to the Offering Circularfollowing this page, and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use

of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including

any modifications to them any time you receive any information from us as a result of such access.

Confirmation of Your Representation: You have accessed the attached Offering Circular on the basis that you have confirmed yourrepresentation to Barclays Bank PLC, Citigroup Global Markets Limited, Credit Suisse (Hong Kong) Limited, J.P. Morgan Securities plc,

MUFG Securities Asia Limited, SBICAP (Singapore) Limited and Standard Chartered Bank (together, the “Joint Global Coordinatorsand Joint Bookrunners”) and Emirates NBD Bank PJSC and YES Bank Limited, IFSC Banking Unit (together with the Joint GlobalCoordinators and Joint Bookrunners, the “Joint Bookrunners”) that (i)(A) you are outside the United States and to the extent you purchasethe securities described in the attached Offering Circular, you will be doing so pursuant to Regulation S OR (B) you are acting on behalf of,

or you are, a “qualified institutional buyer” (“QIB”), as defined in Rule 144A and (ii) you consent to delivery of the attached OfferingCircular and any amendments or supplements thereto by electronic transmission.

Restrictions: The attached Offering Circular is being furnished in connection with an offering exempt from registration under theSecurities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described herein. If

you have gained access to this transmission contrary to any of the restrictions herein, you are not authorized and will not be able to

purchase any of the securities described in the Offering Circular.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR

SOLICITATION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN,

AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE

UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED, SOLD, RESOLD,

TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, 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 APPLICABLE STATE OR LOCAL SECURITIES LAWS.

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 by or on behalf of either any issuer of the securities or the Joint Bookrunners to subscribe for or

purchase any of the securities described therein and access has been limited so that it shall not constitute a “general advertisement” or

“solicitation” (as those terms are used in Regulation D under the Securities Act) or “directed selling efforts” (within the meaning of

Regulation S) in the United States. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Joint

Bookrunners or any affiliate of the Joint Bookrunners is a licensed broker or dealer in that jurisdiction, the offering shall be deemed

to be made by the Joint Bookrunners or their affiliates on behalf of any issuer in such jurisdiction.

You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this

Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may

not, nor are you authorized to, deliver this Offering Circular to any other person.

Actions That You May Not Take: You should not reply by e-mail to this announcement, and you may not purchase any securitiesby 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 ARE NOT AUTHORIZED TO AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING

CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING

CIRCULAR IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS

OFFERING CIRCULAR AND THE ATTACHED OFFERING CIRCULAR, IN WHOLE OR IN PART, IS UNAUTHORIZED.

FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE

APPLICABLE LAWS OF OTHER JURISDICTIONS.

You are responsible for protecting against viruses and other items of a destructive nature. Your use of this e-mail is at your own risk,

and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may

be altered or changed during the process of electronic transmission and consequently none of the issuers of the securities, the Joint

Bookrunners or any person who controls any of them or any of their respective affiliates and their respective directors, officers,

employees, representatives and agents accepts any liability or responsibility whatsoever in respect of any difference between the

Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Joint

Bookrunners.

STRICTLY CONFIDENTIAL

Adani Green Energy (UP) LimitedParampujya Solar Energy Private Limited

Prayatna Developers Private Limited(each incorporated in the Republic of India with limited liability under the Indian Companies Act, 2013)

U.S.$500,000,000 6.25% Senior Secured Notes due 2024Issue Price: 100.00%

The U.S.$500,000,000 6.25% Senior Secured Notes due 2024 (the “Notes”) will be issued by Adani Green Energy (UP) Limited, Parampujya Solar Energy Private Limitedand Prayatna Developers Private Limited (each, an “Issuer” and together, the “Issuers”) on June 10, 2019 (the “Closing Date”). KPMG has provided an independentassurance on the Issuers’ green bond framework. S&P Global Ratings has also conducted a green evaluation in relation to the Notes and has issued an overall score of E1/90.

On the Closing Date, the proceeds of the Notes will be deposited into specially designated escrow accounts (the “Escrow Accounts”) pursuant to the terms of the ProjectAccounts Deed (as defined herein). Escrow proceeds from the applicable Escrow Accounts will be released from time to time, as further described herein. Upon releasefrom escrow, the escrow proceeds will be applied to repay Existing External Indebtedness (as defined herein) of the Issuers, for capital expenditure requirements, projectrelated liabilities, or otherwise as permitted under the ECB Guidelines and/or approvals of the RBI in Eligible Green Projects including on-lending to other subsidiaries ofAGEL for capital expenditure requirements, as further described in “Use of Proceeds”.

The Notes will bear interest at the rate of 6.25% per annum of the principal amount of the Notes, payable semi-annually in arrear on the interest payment dates falling onJune 10 and December 10 of each year. The first payment of interest will be made on December 10, 2019 in respect of the period from (and including) the Closing Date to(but excluding) December 10, 2019. All payments of interest will be made in a pro rata amount by the Issuers according to the proportion set out under the terms andconditions of the Notes (the “Conditions”). Payment on the Notes will be made without withholding or deduction for or on account of taxes, duties, assessments orgovernment charges of India to the extent described under the Conditions. See “Terms and Conditions of the Notes — Taxation”.

Unless previously redeemed or repurchased and cancelled, the Notes will be redeemed on December 10, 2024 (the “Notes Maturity Date”) at their principal amounttogether with accrued but unpaid interest (if any). The Notes may be redeemed at the option of the Issuers in whole or in part at their principal amount (together withinterest accrued to but excluding the date fixed for redemption) if any Issuer has or will become obliged to pay Additional Tax Amounts (as defined in the Conditions) inthe event of certain changes relating to taxation in India. Subject to the receipt of regulatory approval, the Issuers will, at the option of the Noteholders (as defined in theConditions), redeem any outstanding Notes upon the occurrence of a Change of Control Triggering Event (as defined in the Conditions), at 101% of their principal amounttogether with interest accrued to but excluding the date fixed for redemption. The Notes may be redeemed at the option of the Issuers in whole or in part, at any time ongiving not less than 10 Business Days (as defined in the Conditions) nor more than 60 days’ written notice to the Noteholders at their principal amount plus the ApplicablePremium applicable to the Notes (as defined in the Conditions) (together with interest accrued to but excluding the date fixed for redemption). See “Terms and Conditionsof the Notes” — “Redemption and Purchase”.

The Issuers accept full responsibility for the accuracy of the information contained in this Offering Circular and confirm, having made all reasonable inquiries that, to thebest of their respective knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. Prior to this offering there hasbeen no market for the Notes. Approval in-principle has been received for the listing of and quotation for the Notes on the official list of the Singapore ExchangeSecurities Trading Limited (the “SGX-ST”) and India International Exchange (IFSC) Limited (the “India INX”). The SGX-ST assumes no responsibility for thecorrectness of any of the statements made or opinions expressed, or reports contained in this Offering Circular. Admission to the Official List of the SGX-ST andquotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the Issuers, its subsidiaries, its associated companies, or the Notes.

India INX has not approved or verified the contents of the listing particulars.

The Issuers, having made all reasonable enquiries, confirm that (a) the listing particulars contain all information with respect to the Issuers and the Notes which is materialin the context of the issue and offering of the Notes; (b) the statements contained in the listing particulars relating to the Issuers and the Notes are, in every materialrespect, true and accurate and not misleading; (c) the opinions and intentions expressed in the listing particulars with regard to the Issuers and the Notes are honestly held,have been reached after considering all relevant circumstances, are based on information presently available and on reasonable assumptions; and (d) there are no otherfacts in relation to the Issuers and the Notes, the omission of which would, in the context of the issue and the offering of the Notes, make any statement in the listingparticulars misleading in any material respect.

The Notes will be issued in registered form in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.

The payment obligations of PDPL under the Notes (the “PDPL Notes Obligations”) will (subject to certain conditions) rank (i) at least equally with all other seniorsecured obligations of PDPL, present and future and (ii) senior in respect of all other unsecured or subordinated obligations of PDPL, present and future. The paymentobligations of PSEPL under the Notes (the “PSEPL Notes Obligations”) will (subject to certain conditions) rank (i) at least equally with all other senior securedobligations of PSEPL, present and future and (ii) senior in respect of all other unsecured or subordinated obligations of PSEPL, present and future. The paymentobligations of AGEUPL under the Notes (the “AGEUPL Notes Obligations”) will (subject to certain conditions) rank (i) at least equally with all other senior securedobligations of AGEUPL, present and future and (ii) senior in respect of all other unsecured or subordinated obligations of AGEUPL, present and future. The Notes willrank at all times pari passu without any preference among themselves.

See “Risk Factors” beginning on page 29 for a discussion of certain risks that you should consider in connection with an investment in any of the Notes.

The Notes which are offered and sold in offshore transactions in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933 (the “Securities Act”) will berepresented by beneficial interests in an unrestricted global certificate (the “Regulation S Global Certificate”) in registered form, without interest coupons attached,which will be registered in the name of the nominee for, and shall be deposited on or about the Closing Date with, a common depositary for Euroclear Bank SA/NV(“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). The Notes which are offered and sold in reliance on Rule 144A under the Securities Act (“Rule 144A”)will be represented by beneficial interests in a restricted global certificate (the “Rule 144A Global Certificate” and, together with the Regulation S Global Certificate, the“Global Certificates”) in registered form, without interest coupons attached, which will be deposited on or about the Closing Date with a custodian (the “Custodian”) for,and registered in the name of, Cede & Co. as nominee for The Depository Trust Company (“DTC”).

The Notes 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 theUnited States, except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are beingoffered and sold within the United States to qualified institutional buyers in reliance on Rule 144A and outside the United States in offshore transactions as defined in andin reliance on Regulation S.

This Offering Circular has not been and will not be registered as a prospectus or a statement in lieu of prospectus in respect of a public offer, information memorandum orprivate placement offer letter or any other offering material with the Registrar of Companies in India or any other regulatory authority, in accordance with the CompaniesAct, 2013 and other applicable laws in India for the time being in force. This Offering Circular has not been and will not be reviewed or approved by any regulatoryauthority in India or Indian stock exchange. This Offering Circular is not and should not be construed as an advertisement, invitation, offer or sale of any securitieswhether by way of private placement or to the public in India. The Notes will not be offered or sold, directly or indirectly, in India or to, or for the account or benefit of,any person resident in India.

For the purposes of the ECB Guidelines and as set out in Condition 1.1 of the Conditions, the Notes are issued by and are several obligations of each Issuer, respectively,and each of the Issuers has individually applied for and obtained a distinct loan registration number. However, for the purposes of clearing the Notes through Euroclearand Clearstream and subject to Condition 1.1 of the Conditions, Adani Green Energy (UP) Limited shall be referenced as the Issuers of the Notes and Parampujya SolarEnergy Private Limited and Prayatna Developers Private Limited shall be referenced as co-issuers of the Notes.

This Offering Circular is an advertisement and is not a prospectus for the purpose of EU Directive 2003/71/EC.

Joint Global Coordinators and Joint Bookrunners (in alphabetical order)

Barclays Citigroup Credit Suisse J. P. Morgan MUFG SBICAP StandardChartered Bank

Joint Bookrunners (in alphabetical order)

Emirates NBD Capital YES BANKOffering Circular dated May 30, 2019

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of the Notes or determined if this Offering Circular is truthful or complete. Any

representation to the contrary is a criminal offense in the United States.

The Issuers as well as Barclays Bank PLC, Citigroup Global Markets Limited, Credit Suisse (Hong Kong)

Limited, Emirates NBD Bank PJSC, J.P. Morgan Securities plc, MUFG Securities Asia Limited, SBICAP

(Singapore) Limited, Standard Chartered Bank and YES Bank Limited, IFSC Banking Unit (together, the “JointBookrunners”) reserve the right to withdraw the offering of the Notes at any time or to reject any offer topurchase, in whole or in part, for any reason, or to sell less than all of the Notes offered hereby.

This Offering Circular is personal to the prospective investor to whom it has been delivered by the Joint

Bookrunners or any of their respective affiliates and does not constitute an offer to any other person or to the

public in general to subscribe for or otherwise acquire the Notes. Distribution of this Offering Circular to any

person other than the prospective investor and those persons, if any, retained to advise that prospective investor

with respect thereto is unauthorized, and any disclosure of its contents without the Issuers’ prior written consent

is prohibited. The prospective investor, by accepting delivery of this Offering Circular, agrees to the foregoing

and agrees not to make any photocopies of this Offering Circular.

This Offering Circular is intended solely for the purpose of soliciting indications of interest in the Notes from

qualified investors and does not purport to summarize all of the terms, conditions, covenants and other provisions

contained in any transaction documents described herein. The information provided herein is not exhaustive. The

market information in this Offering Circular has been obtained by the Issuers from publicly available sources

deemed by them to be reliable. Notwithstanding any investigation that the Joint Bookrunners or any of their

respective affiliates may have conducted with respect to the information contained herein, the Joint Bookrunners

do not accept any liability in relation to the information contained in this Offering Circular or its distribution or

with regard to any other information supplied by or on the Issuers’ behalf.

Prospective investors in the Notes should rely only on the information contained in this Offering Circular. None

of the Issuers, the Joint Bookrunners, Citicorp International Limited (the “Note Trustee”) or the Agents (asdefined in “Terms and Conditions of the Notes”) or any of their respective representatives, agents, directors,

officers, employees, advisers or affiliates have authorized the provision of information different from that

contained in this Offering Circular. The information contained in this Offering Circular may be accurate only as

of the date of such information, regardless of the time of delivery of this Offering Circular or of any sale of the

Notes. Neither the delivery of this Offering Circular nor any sale made hereunder shall under any circumstances

imply that there has been no change in the Issuers’ affairs or that the information set forth herein is correct as of

any date subsequent to the date hereof.

Prospective investors hereby acknowledge that (i) they have not relied on the Joint Bookrunners, the Note

Trustee or the Agents or any of their respective representatives, agents, directors, officers, employees, advisers or

affiliates in connection with any investigation of the accuracy of such information or their investment decision,

and (ii) no person has been authorized to give any information or to make any representation concerning the

Issuers or the Notes (other than as contained herein and information given by the Issuers’ or their affiliates’ duly

authorized officers and employees, as applicable, in connection with investors’ examination of the Issuers, and

the terms of this offering) and, if given or made, any such other information or representation should not be

relied upon as having been authorized by the Issuers, the Joint Bookrunners, the Note Trustee, the Agents or any

of their respective representatives, agents, directors, officers, employees, advisers or affiliates.

None of the Issuers, Joint Bookrunners, the Note Trustee or the Agents or any of their respectiverepresentatives, agents, directors, officers, employees, advisers or affiliates is making any representation to

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any offeree or purchaser of the Notes offered hereby regarding the legality of any investment by suchofferee or purchaser under applicable legal investment or similar laws. None of the Joint Bookrunners, theNote Trustee or the Agents or any of their respective representatives, agents, directors, officers, employees,advisers or affiliates makes any representation, warranty or undertaking, express or implied, or acceptsany responsibility, with respect to the accuracy or completeness of any of the information in this OfferingCircular. To the fullest extent permitted by law, none of the Joint Bookrunners, the Note Trustee or theAgents or any of their respective representatives, agents, directors, officers, employees, advisers oraffiliates or representatives accepts any responsibility for the contents of this Offering Circular or for anyother statement made or purported to be made by the Joint Bookrunners, the Note Trustee or the Agentsor any of their respective representatives, agents, directors, officers, employees, advisers or affiliates, or ontheir behalf, in connection with the Issuers or the issue and offering of the Notes. Each of the JointBookrunners, the Note Trustee and the Agents and each of their respective representatives, agents,directors, officers, employees, advisers and affiliates accordingly disclaims all and any liability whetherarising in tort or contract or otherwise which it might otherwise have in respect of this Offering Circularor any such statement.

Each prospective investor contemplating purchasing any Notes should make its own independentinvestigation of the financial condition and affairs, and its own appraisal of the creditworthiness of each ofthe Issuers and the terms of the Notes being offered, including the merits and risks involved, and itspurchase of the Notes should be based upon such investigations with its own tax, legal and businessadvisers as it deems necessary. See “Risk Factors” for a discussion of certain factors to be considered. Anyprospective investor in the Notes should be able to bear the economic risk of an investment in the Notes foran indefinite period of time.

This Offering Circular does not constitute an offer to sell, or a solicitation of an offer to buy, any Notes offered

hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer or solicitation in

such jurisdiction.

The distribution of this Offering Circular and the offer and sale of the Notes may, in certain jurisdictions, be

restricted by law. None of the Issuers, Joint Bookrunners, the Note Trustee or the Agents or any of their

respective representatives, agents, directors, officers, employees, advisers or affiliates represents that this

Offering Circular may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any

applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available

thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular, no action

has been taken by the Issuers or the Joint Bookrunners or any of their respective affiliates which would permit a

public offering of any Notes or distribution of this Offering Circular in any jurisdiction where action for that

purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this

Offering Circular nor any advertisement or other offering material may be distributed or published in any

jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.

Each purchaser of the Notes must comply with all applicable laws and regulations in force in each jurisdiction in

which it purchases, offers or sells the Notes or possesses or distributes this Offering Circular, and must obtain

any consent, approval or permission required for the purchase, offer or sale by it of the Notes under the laws and

regulations in force in any jurisdiction to which it is subject or in which it makes purchases, offers or sales.

Persons into whose possession this Offering Circular or any Notes may come must inform themselves about, and

observe, any such restrictions on the distribution of this Offering Circular and the offering and sale of Notes. In

particular, there are restrictions on the offer and sale of the Notes, and the circulation of documents relating

thereto, in certain jurisdictions including the United States and the European Economic Area (“EEA”) and topersons connected therewith. See “Subscription and Sale” and “Transfer Restrictions”.

ii

This Offering Circular has been prepared on the basis that any offer of the Notes in any Member State of the

EEA will be made pursuant to an exemption under the Prospectus Directive (as defined below) from a

requirement to publish a prospectus for offers of Notes. This Offering Circular is not a prospectus for the purpose

of the Prospectus Directive.

Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act

(Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”) and the Securities andFutures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), each Issuerhas determined, and hereby notifies all relevant persons (as defined in Section 309(A)(1) of the SFA), that the

Notes are ‘prescribed capital markets products’ (as defined in the CMP Regulations 2018) and Excluded

Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS

Notice FAA-N16: Notice on Recommendations on Investment Products).

In connection with the issue of the Notes, Standard Chartered Bank (the “Stabilization Manager”) or any personacting on behalf of the Stabilization Manager may, to the extent permitted by applicable laws and directives,

over-allot the Notes or effect transactions with a view to supporting the price of the Notes at a level higher than

that which might otherwise prevail, but, in so doing, the Stabilization Manager or any person acting on behalf of

the Stabilization Manager shall act as principal and not as agent of the Issuers. However, there is no assurance

that the Stabilization Manager or any person acting on behalf of the Stabilization Manager will undertake

stabilization action. Any loss or profit sustained as a consequence of any such overallotment or stabilization shall

be for the account of the Joint Bookrunners.

Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect

of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and

professional clients only, each as defined in Directive 2014/65/EU (as amended, “MiFID II”); and (ii) allchannels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any

person subsequently offering, selling or recommending the Notes (a “distributor”) should take intoconsideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is

responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or

refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

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 MiFID II; or (ii) a customer

within the meaning of Directive 2002/92/EC (the “Insurance Mediation Directive”), where that customerwould not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a

qualified investor as defined in Directive 2003/71/EC (the “Prospectus Directive”). No key informationdocument required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling theNotes or otherwise making them available to retail investors in the EEA has been prepared. Offering or selling

the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the

PRIIPS Regulation.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

In this Offering Circular, unless the context otherwise indicates or implies, references to “you”, “your”,

“offeree”, “purchaser”, “subscriber”, “recipient”, “investors”, “prospective investors” and “potential investor”

are to the prospective investors in the offering of the Notes (the “Offering”) and references to “we”, “us”, “our”or the “Restricted Group” are to Adani Green Energy (UP) Limited, Parampujya Solar Energy Private Limited

and Prayatna Developers Private Limited, on a combined basis, unless otherwise specified.

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In this Offering Circular, references to “Rupees” and “Rs.” are to Indian rupees, the legal currency of India and

references to “U.S. dollars” and “U.S.$” are to United States dollars, the legal currency of the United States.

References herein to the “U.S.” or the “United States” are to the United States of America and its territories and

possessions and references to “India” are to the Republic of India and its territories and possessions.

In this Offering Circular, references to “lakh” mean “100 thousand”; “million” means “10 lakh”; “crore” means

“10 million” or “100 lakhs”; and “billion” means “1,000 million” or “100 crores”. References in this Offering

Circular to the word “acre” means “43,559.6 square feet” and “hectare” means “107,639.1 square feet”.

Unless otherwise stated, references in this Offering Circular to a particular “year” are to the calendar year ended

on December 31 and to a particular “fiscal year” or “FY” are to the year ended on March 31.

This Offering Circular includes the Restricted Group’s audited combined financial statements as of and for the

fiscal years ended March 31, 2017, 2018 and 2019. The Restricted Group’s audited combined financial

statements as of and for the fiscal years ended March 31, 2017, 2018 and 2019 have been prepared in accordance

with Indian Accounting Standards (“Ind AS”) notified under section 133 of the Companies Act, 2013 read withthe Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time (except Ind AS 33 on

Earnings Per Share), other accounting principles generally accepted in India and the Guidance Note on

Combined and Carve-out Financial Statements issued by the Institute of Chartered Accountants of India, and

presented in Rupees. The Restricted Group’s audited combined financial statements have been prepared on a

basis that combines the balance sheet, statement of profit and loss and statement of cash flows of the legal

entities comprising the Restricted Group as per the principles elaborated in the Guidance Note on Combined and

Carve-out Financial Statements issued by the Institute of Chartered Accountants of India, and presented in

Rupees. The Issuers do not, together as the Restricted Group, comprise a separate legal group or entity. The

Issuers together, as the Restricted Group, represent obligors under the terms of the Notes. As the Restricted

Group did not constitute a separate legal entity for the periods presented, the Restricted Group’s audited

combined financial statements are not necessarily indicative of the financial condition, results of operations and

cash flows of the Restricted Group that would have occurred if it had operated as a single standalone group of

entities during the periods presented. The Restricted Group’s audited combined financial statements as of and for

the fiscal years ended March 31, 2018 and 2019 have been audited by Dharmesh Parikh & Co. and B S R & Co.

LLP and the joint auditors’ reports for the fiscal years ended March 31, 2018 and 2019 are included herein. The

Restricted Group’s audited combined financial statements as of and for the fiscal year ended March 31, 2017

have been audited by one of the joint auditors, Dharmesh Parikh & Co.. See “Risk Factors — Risks Related to

Our Financial Statements and Projections — Our combined financial statements in this Offering Circular do not

reflect the results of any legal group”.

Ind AS differs in certain significant respects from International Financial Reporting Standards (“IFRS”) and,accordingly, the degree to which the financial statements prepared in accordance with Ind AS included in this

Offering Circular will provide meaningful information is entirely dependent on the reader’s familiarity with the

respective accounting policies. For a description of certain significant differences between Ind AS and IFRS, see

“Description of Certain Differences between Ind AS and IFRS”. See also, “Risk Factors — Risks Relating to Our

Financial Statements and Projections — Significant differences exist between Ind AS and other accounting

principles, such as IFRS, with which prospective investors may be familiar”.

Non-GAAP Financial Measures

Adjusted EBITDA is a non-GAAP and non-Ind AS financial measure. We present Adjusted EBITDA as a

supplemental measure of our performance. This measurement is not recognized in accordance with Ind AS and

iv

should not be viewed as an alternative to measures of performance prepared in accordance with Ind AS. The

presentation of Adjusted EBITDA should not be construed as an inference that our future results will be

unaffected by unusual or non-recurring items.

We define Adjusted EBITDA as loss / profit plus (a) finance cost, (b) depreciation and amortization, (c) tax

expenses, less (i) revenue from traded goods, (ii) other income and (iii) viability gap funding as per books, plus

(d) purchase of traded goods, (e) foreign exchange fluctuation from non-financing activities and (f) viability gap

funding actually received. We believe Adjusted EBITDA is useful to investors in evaluating our operating

performance because:

‰ securities analysts and other interested parties use such calculations as a measure of financial performance

and debt service capabilities; and

‰ it is used by our management for internal reporting and planning purposes, including aspects of our

consolidated operating budget and capital expenditures.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a

substitute for analysis of our results as reported under Ind AS. Some of these limitations include:

‰ it does not reflect our cash expenditures or future requirements for capital expenditures or contractual

commitments or foreign exchange gain/loss;

‰ it does not reflect changes in, or cash requirements for, working capital;

‰ it does not reflect significant interest expense or the cash requirements necessary to service interest or

principal payments on our outstanding debt; it does not reflect payments made or future requirements for

income taxes; and

‰ although depreciation and amortization are non-cash charges, the assets being depreciated and amortized

will often have to be replaced or paid in the future and Adjusted EBITDA does not reflect cash

requirements for such replacements or payments.

Investors are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental

analysis.

This Offering Circular also contains projections relating to earnings before interest, taxes, depreciation and

amortization (“EBITDA”) of the Restricted Group. EBITDA are consolidated measures for each of the projectsreflecting 100% ownership. These figures do not take into account minority interests, tax equity, or other

financial interests in the projects other than the Restricted Group. See “Summary — The Independent

Consultant’s Report”.

Management is solely responsible for the projections of operating revenues and EBITDA of the Restricted Group

for the years ended March 31, 2020 and 2021. Neither the Issuers, AGEL, our independent accountants, nor the

Independent Consultant can give any assurance that these assumptions are correct or that these projections and

estimates will reflect actual results of operations. Therefore, no representations are made or intended to be made,

nor should any be inferred, with respect to the likely existence of a particular future set of facts or circumstances.

We also caution that the following information has not be audited or reviewed by our independent accountants. If

actual results are materially less favorable than those shown in this Offering Circular and/or in the Independent

v

Consultant’s Report or if the assumptions used in formulating these projections and estimates prove to be

incorrect, the Issuers’ and AGEL’s ability to make payments of principal of and interest on the Notes may be

materially adversely affected. For certain additional information relating to the projections and estimates

contained in the Independent Consultant’s Report, see “Risk Factors — Risks Relating to Our Financial

Statements and Projections — Investors should not rely on the projections contained herein, as the projections

themselves and their underlying assumptions may be inaccurate.”

In this Offering Circular, certain amounts have been rounded; accordingly, figures shown as totals in certain

tables may not be an arithmetic aggregation of the figures which precede them.

Any reference in this Offering Circular to any law, regulation or notification is a reference to such law, regulation

or notification as the same may have been, or may from time to time be, amended, supplemented or replaced.

The information on the website of the Restricted Group or any of its affiliates, any website referred herein or any

website directly or indirectly linked to such websites, is not incorporated by reference into this Offering Circular

and should not be relied upon.

U.S. INFORMATION

This Offering Circular is being submitted on a confidential basis in the United States to a limited number of

qualified institutional buyers within the meaning of Rule 144A (“QIBs”) for informational use solely inconnection with the consideration of the purchase of the Notes. Its use for any other purpose in the United States

is not authorized. It may not be copied or reproduced in whole or in part nor may it be distributed or any of its

contents disclosed to anyone other than the prospective investors to whom it is originally submitted.

For this Offering, the Issuers and the Joint Bookrunners are relying upon exemptions from registration under the

Securities Act for offers and sales of securities which do not involve a public offering, including Rule 144A. The

Notes have not been and will not be registered under the Securities Act and, subject to certain exceptions, may

not be offered or sold within the United States. The Notes are being offered and sold outside the United States in

reliance on Regulation S and within the United States to QIBs in reliance on Rule 144A.

Prospective investors are hereby notified that sellers of the Notes may be relying on the exemption from the

provision of Section 5 of the Securities Act provided by Rule 144A. The Notes are subject to restrictions on

transferability and resale. Purchasers of the Notes may not transfer or resell the Notes except as permitted under

the Securities Act and applicable state securities laws.

For a description of these and certain further restrictions on offers, sales and transfers of the Notes and

distribution of this Offering Circular, see “Subscription and Sale” and “Transfer Restrictions”.

The Notes have not been approved or disapproved by the United States Securities and Exchange Commission,

any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the

foregoing authorities passed upon or endorsed the merits of the offering of the Notes or the accuracy or adequacy

of this Offering Circular. Any representation to the contrary is a criminal offense in the United States.

AVAILABLE INFORMATION

To permit compliance with Rule 144A in connection with resales of the Notes, we will furnish, upon request of a

holder of the Notes and a prospective purchaser designated by a holder, the information required to be delivered

vi

under Rule 144A(d)(4) if at the time of such request we are neither a reporting company under Section 13 or

Section 15(d) of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) nor exempt from reportingpursuant to Rule 12g3-2(b) under the Exchange Act.

INDUSTRY AND MARKET DATA

Information regarding market position, growth rates and other industry data pertaining to our businesses

contained in this Offering Circular consists of estimates based on data reports compiled by professional

organizations and analysts, data from other external sources and our knowledge of the markets in which we

compete. The statistical information included in this Offering Circular relating to the industries in which we

operate has been reproduced from various trade, industry and government publications and websites including:

‰ World Bank Group;

‰ International Monetary Fund (“IMF”);

‰ Central Electricity Authority of India (“CEA”);

‰ CRISIL;

‰ Ministry of New and Renewable Energy of India (“MNRE”);

‰ Solar GIS; and

‰ Energy Assessment Reports and Plant Performance Report from TÜV Rheinland (India) Private Limited

(“TUV”).

This data is subject to change and cannot be verified with complete certainty due to limits on the availability and

reliability of the raw data and other limitations and uncertainties inherent in any statistical survey. In many cases,

there is no readily available external information (whether from trade or industry associations, government

bodies or other organizations) to validate market-related analyses and estimates, so we rely on internally

developed estimates. While we have compiled, extracted and reproduced this data from external sources,

including third parties, trade, industry or general publications, we accept responsibility for accurately

reproducing such data. However, neither we nor the Joint Bookrunners, any of their respective affiliates, the Note

Trustee or the Agents have independently verified this data and neither we nor the Joint Bookrunners, the Note

Trustee or the Agents or any of their respective representatives, agents, directors, officers, employees, advisers or

affiliates make any representation regarding the accuracy of such data. Similarly, while we believe our internal

estimates to be reasonable, such estimates have not been verified by any independent sources and neither we nor

the Joint Bookrunners, the Note Trustee or the Agents or any of their respective representatives, agents, directors,

officers, employees, advisers or affiliates can assure potential investors as to their accuracy. Internal and

third-party estimates and projections cited in this Offering Circular are subject to significant uncertainties that

could cause actual data to differ materially from the estimated or projected figures. No assurances are or can be

given that these figures will be achieved. As a result, you are cautioned against undue reliance on such

information. The extent to which the market and industry data contained in this Offering Circular is meaningful

depends on the investor’s familiarity with an understanding of the methodologies used in compiling such data.

Disclaimer of CRISIL Research

CRISIL Research, a division of CRISIL Limited (“CRISIL”) has taken due care and caution in preparing itsreports cited under “Industry Overview” (the “Reports”) based on the information obtained by CRISIL from

vii

sources which it considers reliable (“Data”). However, CRISIL does not guarantee the accuracy, adequacy orcompleteness of the Data or the Reports and is not responsible for any errors or omissions in or for the results

obtained from the use of the Data or the Reports. The Reports do not constitute a recommendation to invest or

disinvest in any entity covered in the Reports and no part of the Reports should be construed as expert advice or

investment advice or any form of investment banking within the meaning of any law or regulation. CRISIL

especially states that it has no liability whatsoever to the subscribers / users / transmitters / distributors of the

Reports. Without limiting the generality of the foregoing, nothing in the Reports is to be construed as CRISIL’s

providing or intending to provide any services in jurisdictions where CRISIL does not have the necessary

permission and/or registration to carry out its business activities in this regard. Adani Green Energy Limited and

the Issuers will be responsible for ensuring compliance and the consequences of non-compliance for use of the

Reports or part thereof outside India. CRISIL operates independently of, and does not have access to information

obtained by CRISIL’s Ratings Division / CRISIL Risk and Infrastructure Solutions Ltd (“CRIS”), which may, inits regular operations, obtain information of a confidential nature. The views expressed in the Reports are that of

CRISIL Research and not of CRISIL’s Ratings Division / CRIS. No part of the Reports may be published or

reproduced in any form without CRISIL’s prior written approval.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Offering Circular that are not statements of historical fact constitute

‘forward-looking statements’. Investors can generally identify forward-looking statements by terminology such

as “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “guideline”, “intend”,

“may”, “objective”, “plan”, “potential”, “predict”, “project”, “pursue”, “shall”, “should”, “target”, “will”,

“would”, or other words or phrases of similar import but these are not the exclusive means of identifying these

statements.

All statements regarding our expected financial condition, results of operations, business plans and prospects are

forward-looking statements. These forward-looking statements include statements as to our business strategy,

revenue and profitability, growth plans and other matters discussed in this Offering Circular that are not

historical facts. These forward-looking statements and any other projections contained in this Offering Circular

(whether made by us or any third party) are predictions and involve known and unknown risks, uncertainties,

assumptions and other factors that may cause our actual results, performance or achievements to be materially

different from any future results, performance or achievements expressed or implied by such forward-looking

statements or other projections. All forward-looking statements are subject to risks, uncertainties and

assumptions about us that could cause actual results to differ materially from those contemplated by the relevant

forward-looking statement. Important factors that could cause actual results to differ materially from our

expectations include, among others:

‰ The ability of counterparties to our PPAs to fulfill their obligations.

‰ Unfavorable meteorological and climate conditions.

‰ The availability of and access to interconnection facilities and transmission systems.

‰ The limited operating history of our solar power projects.

‰ Increases in the cost of operating our projects.

‰ The reduction, modification or elimination of central and state government subsidies and economic

incentives in India.

viii

‰ A limited creditworthy purchasers of utility scale quantities of electricity under long-term PPAs.

‰ Our ability to manage costs during the terms of our PPAs and operate our power projects at optimal levels.

‰ Operational problems (including conditions surrounding our solar panels) which may reduce energy

production below our expectations.

‰ The ability of our suppliers to satisfy their obligations under warranties and guarantees.

‰ Credit and performance risk from third parties under service and supply contracts.

‰ The ability of third parties to perform in accordance with contractual terms and specifications.

‰ The loss of members of our senior management or senior management of AGEL or key employees.

‰ Any failure by AGEL to provide services for certain key aspects of our business.

‰ Our substantial indebtedness.

‰ Our ability to obtain necessary funding on acceptable terms.

‰ Fluctuations in foreign currency exchange rates.

‰ Our failure to comply with financial and other covenants under any of our financing agreements.

‰ The curtailment of renewable energy operations in extraordinary circumstances by state electricity boards.

‰ The limited history of the solar power market.

‰ The possibility of cost overruns or delays.

‰ The difficulty in predicting our future performances.

‰ The delay between making upfront investments in our project under implementation and receiving revenue.

‰ Material related party transactions.

‰ The possibility of costly and time-consuming litigation and regulatory proceedings.

‰ Employee shortages and rising employee costs.

‰ Changes in technology.

‰ Lack of transparency, threat of fraud, public sector corruption and other forms of criminal activity

involving government officials.

‰ Operational risks and hazards involving power generation facilities.

ix

‰ Extensive governmental, health, safety and environmental regulations in the power generation business in

India.

‰ Competition from traditional and renewable energy companies.

‰ The difficulty of purchasing land and renewing lease agreements for land on which our solar projects are

located.

‰ Our inability to identify or acquire suitable land sites in India.

‰ The inaccuracy of projections and their underlying assumptions.

‰ The limited financial information available for our projects.

‰ The differences between Ind AS and IFRS.

‰ Regulatory, economic, social and political uncertainties in India.

‰ The extent and reliability of Indian infrastructure.

‰ The uncertainty of land title.

‰ Our reliance on the GoI’s ability to meet its announced target capacity.

‰ A decline in India’s foreign exchange reserves.

‰ Any downgrading of India’s sovereign debt rating by international rating agency.

‰ A slowdown in economic growth in India.

‰ Stringent labor laws in India.

‰ Exchange controls that regulate borrowings in foreign currencies by Indian law.

‰ The Insolvency and Bankruptcy Code, 2016 of India.

‰ The inability of enforcing a judgment of a foreign court in India.

‰ Natural calamities in India.

‰ Changing laws, rules and regulations and legal uncertainties in India.

‰ Restrictions in foreign investments in India.

‰ The new tax reform in India.

The forward-looking statements contained in this Offering Circular are based on the beliefs of our management,

as well as the assumptions made by and information currently available to our management. Although we believe

x

that the expectations reflected in such forward-looking statements are reasonable at this time, we cannot assure

investors that such expectations will prove to be correct. Given these uncertainties, investors are cautioned not to

place undue reliance on such forward-looking statements. If any of these risks and uncertainties materialize, or if

any of our underlying assumptions prove to be incorrect, our actual results of operations or financial condition

could differ materially from those described herein as anticipated, believed, estimated or expected. All

subsequent forward-looking statements attributable to us are expressly qualified in their entirety by reference to

these cautionary statements. The forward-looking statements speak only as of the date of the Offering Circular

and none of the Issuers, the Joint Bookrunners, the Note Trustee or the Agents or any of their respective

representatives, agents, directors, officers, employees, advisers or affiliates assume any responsibility to update

or revise any of the forward-looking statements to reflect events or circumstances after the date of this Offering

Circular.

ENFORCEABILITY OF CIVIL LIABILITIES

AGEUPL is a public company incorporated under the laws of India and PDPL and PSEPL are private limited

companies incorporated under the laws of India. Substantially all of our directors and key management personnel

are residents of India and all of our assets are located in India. As a result, it may not be possible for investors to

effect service of process on us or such persons in jurisdictions outside of India, or to enforce against them

judgments obtained in courts outside of India including those predicated upon civil liabilities of us or such

directors and key management personnel under laws other than Indian laws, including judgments predicated upon

the civil liability provisions of the federal securities laws of the United States.

In addition, India is not a party to any international treaty in relation to the recognition or enforcement of foreign

judgments. We understand that the statutory basis for recognition and enforcement of foreign judgments is

provided for under section 13 and section 44A of the Indian Code of Civil Procedure, 1908 (the “Civil Code”).Section 44A of the Civil Code provides that, where a foreign judgment has been rendered by a superior court 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 other than those being in

the nature of any amounts payable in respect of taxes or other charges of a like nature or in respect of a fine or

other penalty and is not applicable to arbitration awards, even if such awards are enforceable as a decree or

judgment.

While each of the United Kingdom, Singapore and Hong Kong has been declared by the GoI to be a

reciprocating territory for the purposes of section 44A of the Civil Code and the High Courts in England as the

relevant superior courts, the United States has not been declared by the GoI to be a reciprocating territory for the

purposes of section 44A. Furthermore, the execution of foreign decree under Section 44A of the Civil Code is

also subject to the exception under Section 13 of the Civil Code, as discussed below. Accordingly, a judgment of

a superior court in the United Kingdom may be enforceable by proceedings in execution, and a judgment not of a

superior court, by a fresh suit resulting in a judgment or order. A judgment of a court in a jurisdiction which is

not a reciprocating territory, including that of a court in the United States, may be enforced only by a new suit

upon the judgment and not by proceedings in execution. Section 13 of the Civil Code provides that a foreign

judgment to which this section applies shall be conclusive as to any matter thereby directly adjudicated upon

between the same parties or between parties under whom they or any of them claim to litigate under the same

title except: (i) where it has not been pronounced by a court of competent jurisdiction; (ii) where it has not been

given on the merits of the case; (iii) where it appears on the face of the proceedings to be founded on an incorrect

view of international law or a refusal to recognize the law of India in cases where such law is applicable;

(iv) where the proceedings in which the judgment was obtained were opposed to natural justice; (v) where it has

xi

been obtained by fraud; or (vi) where it sustains a claim founded on a breach of any law in force in India. A

foreign judgment which is conclusive under Section 13 of the Civil Code may be enforced either by a fresh suit

upon judgment or by proceedings in execution. Under 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 and such presumption may

be displaced by proving, want of jurisdiction. The suit must be brought in India within three years from the date

of the judgment in the same manner as any other suit filed 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 if an action were brought in India.

Furthermore, it is unlikely that an Indian court would enforce a foreign judgment if it viewed the amount of

damages awarded as excessive or inconsistent with Indian practice.

A party seeking to enforce a foreign judgment in India is required to obtain approval from the Reserve Bank of

India (the “RBI”) under the Foreign Exchange Management Act, 1999, to execute such a judgment and repatriateoutside India any amount recovered pursuant to execution, and any such amount may be subject to income tax in

accordance with applicable laws. Any judgment in a foreign currency would be converted into Rupees on the

date of the judgment and not on the date of the payment.

We would not be entitled to immunity based on sovereignty from any legal proceedings in India. We cannot

predict whether a suit in India will be disposed of in a timely manner or be subject to considerable delay.

xii

TABLE OF CONTENTS

PRESENTATION OF FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . iii

U.S. INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi

INDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii

FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . viii

ENFORCEABILITY OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xi

DEFINITIONS AND ABBREVIATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SUMMARY OF THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

SUMMARY RESTRICTED GROUP COMBINED FINANCIAL AND OTHER DATA . . . . . . . . . . . . 19

THE INDEPENDENT CONSULTANT’S REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

GREEN BOND FRAMEWORK OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113

OUR BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143

THE ISSUERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171

MANAGEMENT AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172

REGULATIONS AND POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181

PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198

DESCRIPTION OF AGEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199

DESCRIPTION OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202

RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205

DESCRIPTION OF MATERIAL INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206

DESCRIPTION OF MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250

TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 267

DESCRIPTION OF SECURITY DOCUMENTS AND COLLATERAL . . . . . . . . . . . . . . . . . . . . . . . . . 345

DESCRIPTION OF PRINCIPAL PRIMARY DEBT DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 349

GLOBAL CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 353

CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 357

xiii

SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 361

TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 367

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 370

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 377

INDEPENDENT CONSULTANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 378

INDUSTRY CONSULTANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 379

INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 380

DESCRIPTION OF CERTAIN DIFFERENCES BETWEEN IND AS AND IFRS . . . . . . . . . . . . . . . . 381

LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 395

INDEX TO COMBINED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

APPENDIX A — PROJECTIONS (INDEPENDENT CONSULTANT REPORTS) . . . . . . . . . . . . . . . A-1

APPENDIX B — INFORMATION REGARDING THE NOTES FOR PURPOSES OF RBI LOANREGISTRATION NUMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

xiv

DEFINITIONS AND ABBREVIATIONS

This Offering Circular uses the definitions and abbreviations set forth below which, unless otherwise specified,

you should consider when reading the information contained herein.

Company and Industry Related Terms

ADB The Asian Development Bank

AGEL Adani Green Energy Limited, on a consolidated basis with itssubsidiaries and associate companies, or Adani Green EnergyLimited, on a standalone basis, as the context may require

AGEUPL Adani Green Energy (UP) Limited

BESCOM Bangalore Electricity Supply Company Limited

CESCOM Chamundeshwari Electricity Supply Corporation Limited

COD Commercial operations date

CUF Capacity utilization factor, and together with PLF which refers toplant load factor, refers to a project’s actual generation output overthe stated period of time as a percentage of its installed capacity

DISCOM(s) State-owned distributions companies

GESCOM Gulbarga Electricity Supply Company Limited

Group Companies, firms and ventures promoted by our Sponsor,irrespective of whether such entities are classified as related partiesas per Ind AS and Companies Act, 2013

GW Gigawatt

GWh An hour during which one GW of electrical power has beencontinuously produced

HESCOM Hubli Electricity Supply Company Limited

IFC The International Finance Corporation, a member of the WorldBank Group, a specialized United Nations agency dedicated toimproving living standards in developing countries throughfacilitation of and financing development and investment

India International Exchange (IFSC)Limited India INX

Issuers Collectively, Adani Green Energy (UP) Limited, Parampujya SolarEnergy Private Limited and Prayatna Developers Private Limited(and each, an “Issuer”)

kV Kilovolt

1

kW Kilowatt

kWh An hour during which one kW of electrical power has beencontinuously produced

MESCOM Mangalore Electricity Supply Corporation Limited

MkWh One million KW of electrical power has been continuouslyproduced

MW Megawatt

MWh An hour during which one MW of electrical power has beencontinuously produced

O&M Operation and maintenance

PDPL Prayatna Developers Private Limited

PPA Power purchase agreement

PSEPL Parampujya Solar Energy Private Limited

REC Renewable energy certificate

RPO Renewable Purchase Obligation

Restricted Group Adani Green Energy (UP) Limited, Parampujya Solar EnergyPrivate Limited and Prayatna Developers Private Limited, on acombined basis

SCOD Scheduled commissioning date

Sponsor Promoters of the Restricted Group, i.e. Mr. Gautam S. Adani,Mr. Rajesh Adani, Mr. Vinod Adani, any Person who is related toMr. Gautam S. Adani, Mr. Rajesh Adani or Mr. Vinod Adani, byblood or marriage and any combination of those Persons actingtogether.

WSMPL Wardha Solar (Maharashtra) Private Limited

Conventional and General Terms

BSE BSE Limited

CAGR Compounded annual growth rate

CERC Central Electricity Regulatory Commission of India

Civil Code Code of Civil Procedure, 1908

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Clearing Systems DTC, Euroclear and Clearstream

Clearstream Clearstream Banking S.A., incorporated under the laws of TheGrand Duchy of Luxembourg

Common Depositary A common depositary in London for Clearstream and Euroclear

Companies Act The Companies Act, 1956 and/or the Companies Act, 2013, asapplicable

Companies Act, 1956 The Companies Act, 1956

Companies Act, 2013 The Companies Act, 2013, together with the rules and regulationsthereunder

Conditions The terms and conditions of the Notes

DTC The Depository Trust Company and its successors

ECB External commercial borrowings

ECB Guidelines Foreign Exchange Management (Borrowing and Lending)Regulations, 2018, and the circulars issued thereunder from time totime including the Master Direction on External CommercialBorrowings, Trade Credits and Structured Obligations datedMarch 26, 2019, and the applicable provisions of the MasterDirection on Reporting under Foreign Exchange Management Act,1999 dated January 1, 2016

Euroclear Euroclear Bank SA/NV

Exchange Act The U.S. Securities Exchange Act of 1934

Existing External Indebtedness PDPL’s Rupee Borrowings, PSEPL’s Rupee Borrowings,AGEUPL’s Rupee Borrowings (except for the AGEUPL YES BankFacility), AGEUPL’s Foreign Currency Loan, and PSEPL’s ForeignCurrency Loan, collectively (each as defined and described under“Description of Material Indebtedness”)

fiscal year or FY Period of 12 months ended March 31 of that particular year

Fitch Fitch Ratings Ltd

Foreign Currency Loan(s) U.S. dollar denominated facility(ies)

GDP Gross Domestic Product

GVA Gross Value Added

GoI Government of India

IFRS International Financial Reporting Standards

Income Tax Act Income Tax Act, 1961

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Ind AS Indian Accounting Standards

India Republic of India, together with its territories and possession

Indian Rupee Borrowing(s) Indian Rupee denominated facility(ies)

Joint Global Coordinators and JointBookrunners

Barclays Bank PLC, Citigroup Global Markets Limited, CreditSuisse (Hong Kong) Limited, J.P. Morgan Securities plc, MUFGSecurities Asia Limited, SBICAP (Singapore) Limited and StandardChartered Bank

Joint Bookrunners The Joint Global Coordinators and Joint Bookrunners, together withEmirates NBD Bank PJSC and YES Bank Limited, IFSC BankingUnit

New Indian Rupee Facilities The term loan agreement which AGEUPL, PSEPL and PDPLpropose to enter into with India Infradebt Limited for an amount notexceeding Rs. 4,000.0 million pursuant to the sanction letter datedMay 6, 2019 and with IDFC FIRST Bank Limited for an amount notexceeding Rs. 7,000.0 million pursuant to the sanction letter datedApril 26, 2019

Noteholders The persons in whose name a Note is registered

Notes The U.S.$500,000,000 6.25% Senior Secured Notes due 2024 of theIssuers

NSE The National Stock Exchange of India Limited

RBI Reserve Bank of India

Refinancing The issuance of the Notes, drawdowns under the New Indian RupeeFacilities and the use of proceeds thereof

Regulation S Regulation S under the Securities Act

Rule 144A Rule 144A, as defined under the Securities Act

Rupee/Rs. Indian rupee(s), the lawful currency of India

S&P Standard & Poor’s Financial Services LLC

SEBI The Securities and Exchange Board of India constituted under theSEBI Act

SEBI Act Securities and Exchange Board of India Act, 1992, as amended

SEBI Regulations Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations, 2009, as amended

SECI Solar Energy Corporation of India

SERC State Electricity Regulatory Commission

SGX-ST The Singapore Exchange Securities Trading Limited

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Singapore The Republic of Singapore, together with its territories andpossessions

Securities Act The U.S. Securities Act of 1933

United States or U.S. The United States of America, its territories and possessions, anystate of the United States of America and District of Columbia

Notwithstanding the definitions set out above, the defined terms in our financial statements shall have the

meanings given to such terms therein.

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SUMMARY

This summary highlights information contained elsewhere in this Offering Circular and does not contain all of

the information that you should consider before investing in the Notes. You should read this entire document,

including “Risk Factors” and the financial statements and related notes included elsewhere in this Offering

Circular, before making an investment decision. This Offering Circular includes forward-looking statements that

involve risks and uncertainties. See “Forward-Looking Statements”.

Business Overview

We collectively comprise three wholly-owned subsidiaries of AGEL, an independent power producer in India,

led by a strong and focused management team with experience in identifying, developing and operating solar

power generation assets across India. We own and operate a portfolio of solar power projects that are large in

size, operational or expected to commence commercial operations shortly and diversified across eight states in

India. Our portfolio of assets consists of 25 operational utility scale solar energy projects, with 930 MW of total

installed capacity as of May 10, 2019.

We sell solar power on long-term fixed-price PPAs to central government agencies and state DISCOMs. Over

57% of our total capacity is subject to long-term PPAs with SECI and the NTPC, with the remaining 43% of

capacity being subject to long-term PPAs with state DISCOMs, ensuring a predictable and stable cash flow. Our

in-house engineering, procurement and construction (“EPC”) expertise enables us to deliver committed plantperformance at industry-leading benchmark costs, and further allows us to retain the profit margins associated

with those services that other project developers may need to pay to third-party providers.

We are wholly-owned subsidiaries of AGEL and promoted by our Sponsor. Our Sponsor leads one of India’s

largest private sector energy and infrastructure conglomerates, with an international portfolio of diversified assets

(including an integrated energy business) valued at U.S.$2.00 billion as of September 30, 2018 (Source: reviewed

financial statements of AGEL, September 30, 2018). With over three decades of experience in the energy sector

in India, our Sponsor has a strong track record of large scale project execution and maintains long-standing

relationships with key stakeholders.

Competitive Strengths

We believe our competitive strengths are as follows:

We are promoted by our Sponsor, who founded one of the leading integrated energy and infrastructureconglomerates in India and has established a long track record of successfully executing large-scale projects

We benefit from the support, vision, resources and experience of our Sponsor, who leads one of India’s largest

private sector energy and infrastructure conglomerates and is committed to the long-term success of the

Restricted Group. Our Sponsor has developed an international portfolio of diversified assets valued at U.S.$2.00

billion as of September 30, 2018 (Source: reviewed financial statements of AGEL, September 30, 2018),

including large-scale integrated energy businesses across multiple segments (such as the largest solar power

developer in India, the largest solar cell and module manufacturer in India, a large scale solar park developer, the

largest coal trader in India, the largest private sector thermal power producer in India, and the largest private

sector transmission and distribution business in India). With over three decades of experience in the energy

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sector in India, our Sponsor has built long-standing relationship with key stakeholders, including NTPC, SECI

and DISCOMs, as well as suppliers. Drawing upon this depth of experience, our Sponsor has established a strong

track record of executing large-scale projects, which will benefit us across all stages of our project development

within India’s complex regulatory framework (including, for example, land identification and acquisition,

securing connectivity to the grid, plant design, strategic sourcing, O&M, and receivables management).

Our Sponsor also brings to bear financial as well as operational expertise, leveraging long-term relationships with

financial institutions to provide us with access to financing in both the domestic and international debt and

capital markets.

We are part of the largest private sector solar developer

We are part of AGEL, India’s largest private sector solar power developer and operator with a current operational

capacity of approximately 2.0 GW, of which we accounted for 930 MW of total installed capacity as of May 10,

2019. Our portfolio of assets consists of 25 operational utility scale solar energy projects, representing more than

45% of AGEL’s operating capacity. We benefit from AGEL’s strong operational expertise and project execution

capabilities, as well as the large scale of AGEL’s and our operations, which allow us to capitalize on economies

of scale in various stages of the development and operations of our projects, including when sourcing best-in-

class supplies from AGEL’s large vendor base and managing our costs per project. In addition, we are party to

service agreements with AGEL, pursuant to which we benefit from operational and management services

provided by experienced AGEL teams. Since our establishment in 2015, our focus on the efficient execution of

our projects and our ability to draw upon the expertise and economies of scale within AGEL has enabled us to

successfully deliver high-performing, utility scale grid connected solar projects in a short period of time, with the

typical development timeline for our projects being between 13 and 21 months.

We have a diversified portfolio of solar projects that generate a predictable and highly stable revenue streamfrom long-term PPAs with creditworthy counterparties across eight states in India

Geographically diversified portfolio

Our asset portfolio consists of utility scale solar power projects, spread across eight states in India: Karnataka

(representing 47.3% of our capacity), Telangana (representing 10.8% of our capacity), Chhattisgarh (representing

10.8% of our capacity), Uttar Pradesh (representing 10.8% of our capacity), Punjab (representing 10.8% of our

capacity), Andhra Pradesh (representing 5.4% of our capacity), Rajasthan (representing 2.2% of our capacity)

and Maharashtra (representing 2.2% of our capacity). Our geographical diversity enables us to spread our

revenue realizations across weather patterns, climates and local demand schedules.

Long-term fixed-tariff PPAs with diversified counterparties

All of the offtake contracts for our projects are fixed-tariff and long-term (generally 25 years from the

commercial operation date of the project), with a weighted average remaining term of our PPAs at 23 years and

ten months as of March 31, 2019. We win our PPAs through transparent and competitive tender processes

conducted by the central and state governments of India. The counterparties to our PPAs include both central

government-owned entities, as well as DISCOMs diversified across eight states in India.

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Highly rated counterparties

We benefit from the creditworthiness of our counterparties, with whom we face minimal collection uncertainty

and payment delays. Over 57% of our total capacity is subject to long-term PPAs with high-quality central

government-owned entities, namely SECI and NTPC. The remaining 43% of our capacity are subject to long-

term PPAs with DISCOMs (comprising 17% of capacity under PPAs with DISCOMs with an ‘A’ rating and

above (as published by the Ministry of Power in India), and 26% of capacity under PPAs with other DISCOMs).

For further details of the ratings of our counterparties, see “— Solar Power Projects of the Restricted Group”

below.

These factors combined provide us with a long-term and a highly stable revenue profile during the term of the

PPAs.

We have a strong track record of excellence in project development, execution and management, supported bythe use of technologically advanced equipment

We have a strong track record of developing, constructing and operating solar power projects, driven by our and

AGEL’s experienced in-house teams across all stages of the process, which have previously successfully

executed similar projects, such as AGEL’s 648 MW project in Kamuthi. Our land acquisition team has extensive

experience in identifying and selecting appropriate plots of land for our solar power projects, as well as in

acquiring and leasing land. This team has secured not only the land for our projects, but also substations for the

transmission lines, helping us deliver our projects within their scheduled timelines. We have an experienced in-

house technology, design and engineering team, with expertise in selecting the best-suited solar panels, as well as

in plant design to ensure that the performance of the equipment is maximized (for example, through the selective

use of appropriate inverters and real time tilt monitoring). Our EPC team also constantly evaluates the

technological advancements for all major equipment used in solar power projects, to ensure that our projects

utilize technologically advanced equipment which will perform at the optimal level for our plant designs. Our

project management team includes members with civil, electrical and mechanical engineering experience, who

use our internal project tracking system and control mechanism to detect potential slippages and value accretion

opportunities within the project timeline, to ensure the timely completion of our projects. Our in-house teams

work together to ensure that the power produced at our plants are efficiently dispatched and connected to the

grid.

We centralize project controls using our in-house project management tools, such as SAP and Agile, and enjoy a

high degree of control on resources deployed through our direct contracting methods with no external

engineering, procurement, and construction contracts awarded. In addition, we maintain a high safety standard

through our engagement with Du Pont in framing a health, safety, and environment guideline.

Combining the expertise of our in-house teams with our strategic sourcing approach, we are able to shorten

equipment delivery timelines to lower project inventory periods in our projects and use new technology to reduce

cost, while increasing the generation from our plants. For example, the solar modules used in our projects are

sourced from Tier 1 suppliers as defined by Bloomberg New Energy Finance; they comply with strict industry

standards, are manufactured on production lines we selected, using the bill of materials we approved and under

the supervision of both our representatives as well as third party quality control consultants. Similarly, we source

Huawei string inverters, Hitachi central inverters and trackers (including NEXTracker and Artech single axis

trackers) from industry-leading suppliers who provide us with the best-in-class products at competitive prices and

with committed after-sales support. Our equipment is also generally backed by long-term performance warranties

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and product warranties. These competitive advantages mean that we successfully manage our costs per project

without compromising on technologically advanced equipment and quality.

We benefit from in-house O&M expertise in delivering committed plant performance at industry-leadingbenchmarks

Our projects have been successfully operated post-construction with no significant delays or disruptions. This is

made possible by our experienced in-house O&M team, which is focused on achieving the highest confidence

level (P50) of performance with respect to our solar projects and aims to minimize downtime. We have built a

robust internal O&M infrastructure, including our cloud-based RONC, to monitor plant performance on a real-

time basis and implement a predictive maintenance approach, comprising a centralized head office team and

regional cluster teams. Our O&M expertise enables us to reduce maintenance costs, extend the lifetime of assets

and increase generation availability. We have also achieved operational efficiencies by utilizing technologies

such as our automatic cleaning robot system, dust detection system, centralized monitoring and maintenance,

thermal imaging through drones and optimal tilt monitoring system. For example, our weighted average plant

availability for the year ended March 31, 2019 was 99.61% and grid availability was 98.68%. In addition, to help

us establish world-class, sustainable O&M practices which ensure optimum control and governance, we had

engaged KPMG and Green-tech Energy (Germany) as consultants.

We are led by a skilled and experienced management team

We have a strong management team with extensive experience in the renewable energy sector, in-depth

understanding of managing solar power projects and proven track record of performance. Our senior

management team, led by its board of directors, has an