Adani Green Energy Limited Offering Circular.pdf

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 (THE
“SECURITIES ACT”) OR (II) OUTSIDE THE UNITED STATES PURCHASING IN OFFSHORE TRANSACTIONS IN
RELIANCE ON REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”).
IMPORTANT: You must read the following before continuing. The following disclaimer applies to the offering circular (the
“Offering Circular”) following 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 Offering Circular on the basis that you have confirmed your
representation to Axis Bank Limited, Singapore Branch, Barclays Bank PLC, BNP Paribas, DBS Bank Ltd., Emirates NBD Bank
PJSC, Intesa Sanpaolo S.p.A., London Branch, MUFG Securities Asia Limited, Mizuho Securities (Singapore) Pte. Ltd., SMBC
Nikko Securities (Hong Kong) Limited and Standard Chartered Bank (the “Joint Global Coordinators and Joint Bookrunners”),
that (i)(A) you are outside the United States and to the extent you purchase the securities described in the 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 Offering Circular and any amendments or supplements thereto by
electronic transmission.
Restrictions: The Offering Circular 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. 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 Adani Green Energy Limited (the “Issuer”) of the notes described
therein or the Joint Global Coordinators and Joint Bookrunners to subscribe for or purchase any of the notes described therein and
access has been limited so that it shall not constitute a “general advertisement” or “general 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 Global Coordinators and Joint Bookrunners
or any affiliate 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 the Joint Global Coordinators and Joint Bookrunners or their affiliates on behalf of the Issuer in such
jurisdiction.
The Offering Circular has been delivered to you on the basis that you are a person into whose possession the 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 the Offering Circular to any other person.
In accordance with the provisions of applicable Indian regulations, only investors that are residents of Financial Action Task Force
(“FATF”) or International Organization of Securities Commission’s (“IOSCO”) compliant jurisdictions or multilateral and regional
financial institutions where India is a member country are eligible to purchase the securities described in the Offering Circular. The
Offering Circular is being sent at your request and by accepting the e-mail and accessing the Offering Circular you shall be deemed to
have represented to us that you are a resident of a FATF or an IOSCO compliant jurisdiction or a multilateral and regional financial
institutions where India is a member country.
The Offering Circular has not been and will not be filed, produced or published as an offer document (whether a prospectus or a
statement in lieu of a prospectus in respect of a public offer or an information memorandum or private placement offer cum
application letter or any other offering material in respect of any private placement in accordance with the Companies Act, 2013, or
rules framed thereunder, each as amended, or any other applicable Indian laws) with any of the Registrar of Companies in India
(“RoC”) or the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”) or any other statutory or
regulatory body of like nature in India, save and except for any information from any part of the Offering Circular which is
(i) 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, and under the listing agreement with
any Indian stock exchange pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations 2015, as amended, or (ii) pursuant to the sanction of any regulatory and adjudicatory body in India.
Actions That You May Not Take: You should not reply by e-mail to this announcement, 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 ARE NOT AUTHORIZED TO AND YOU MAY NOT FORWARD OR DELIVER THE OFFERING CIRCULAR,
ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE THE OFFERING CIRCULAR IN
ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE 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. The
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 Issuer of the notes described therein,
the Joint Global Coordinators and Joint Bookrunners, the Note Trustee (as defined in the Offering Circular), the Agents (as defined in
the Offering Circular) 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 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
Global Coordinators and Joint Bookrunners.

STRICTLY CONFIDENTIAL
Adani Green Energy Limited
(incorporated in the Republic of India with limited liability
under the Indian Companies Act, 2013)
U.S.$750,000,000 4.375 per cent. Senior Secured Notes due 2024
Issue Price: 100.00 per cent.
The U.S.$750,000,000 4.375 per cent. Senior Secured Notes due 2024 (the “Notes”) will be issued by Adani Green Energy Limited (the
“Company” or the “Issuer”) on September 8, 2021 (the “Closing Date”). The Notes will bear interest on their outstanding principal amount
at the rate of 4.375 per cent. per annum, payable semi-annually in arrear on the interest payment dates falling on March 8 and September 8 of
each year. Payment on the Notes will be made free and clear of, and without withholding or deduction for or on account of, taxes of India to
the extent described under “Terms and Conditions of the Notes — Taxation”.
Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed on September 8, 2024 at their principal amount
(together with accrued but unpaid interest (if any)). Subject to the receipt of the necessary approvals under the ECB Guidelines (as defined
herein), the Notes may be redeemed at the option of the Issuer in whole or in part at their principal amount (together with interest accrued to
(but excluding) the date fixed for redemption) in the event of certain changes relating to taxation in India. Subject to the receipt of the
necessary approvals under the ECB Guidelines, the Issuer will, at the option of the holders of the Notes, redeem any outstanding Notes, upon
the occurrence of a Change of Control Triggering Event (as defined in the Terms and Conditions of the Notes (the “Conditions”)), at 101 per
cent. of their principal amount (together with interest accrued to (but excluding) the date fixed for redemption). Subject to the receipt of the
necessary approvals under the ECB Guidelines, the Notes may be redeemed at the option of the Issuer in whole, or in part, at any time on
giving not less than 30 nor more than 60 days’ written notice to the holders of the Notes and the Note Trustee (as defined herein) and each
Paying Agent (as defined in the Conditions) at their principal amount plus the Applicable Premium (as defined in the Conditions) (together
with interest accrued to (but excluding) the date fixed for redemption). See “Terms and Conditions of the Notes”.
Prior to this offering there has been no market for the Notes. Approval in-principle has been received for the listing and quotation of the Notes
on the Official List of the Singapore Exchange Securities Trading Limited (the “SGX-ST”). An application has been made for the listing and
trading of the Notes on the India International Exchange (IFSC) Limited (“India INX”) for which in-principle approval has been obtained. The
SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions or reports contained in this Offering Circular.
Admission of the Notes to the SGX-ST is not to be taken as an indication of the merits of the Issuer or the Notes. Further, India INX has not
approved or verified the contents of the listing particulars.
The Notes will be issued in registered form in a minimum denomination of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.
The Notes will constitute direct, unconditional and unsubordinated obligations of the Issuer. The payment obligations of the Issuer under the
Notes shall, save for such exceptions as may be provided by applicable law and subject to the covenants and undertakings set out in the
Conditions, the Security Trustee Appointment Agreement, the Security Trustee and Intercreditor Deed, the Common Terms Deed and the
Note Trust Deed, rank (i) at least equally with all other senior secured obligations of the Issuer, present and future, and (ii) senior in respect of
all other unsecured obligations of the Issuer, present and future.
The Notes will be secured to the extent of the Security in relation to the Notes that will be created under the Security Documents (as defined
herein) that are to be executed within 90 days of the Closing Date (the “Security Longstop Date”). The Notes will rank at all times pari passu
without any preference among themselves. The obligations of the Issuer under the Notes will be secured in favor of the Security Trustee by
the Security Documents under security arrangement more fully described in “Terms and Conditions of the Notes”. The Security will consist of
certain of the Issuer’s assets. See “Description of the Security Documents” and “Description of the Principal Primary Debt Documents for the
Notes”.
For a discussion of certain risks related to the Issuer and the Notes, see “Risk Factors”.
It is expected that the delivery of the Notes will be made through the facilities of The Depository Trust Company (“DTC”) and of Euroclear
Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”, and together with DTC and Euroclear, the
“Clearing Systems”)) on or about the Closing Date. The Notes 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 and may not be offered or sold within the United States except
pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are
being offered and sold within the United States to qualified institutional buyers (“QIBs”) in reliance on Rule 144A under the Securities Act
(“Rule 144A”) and outside the United States in offshore transactions, as defined in and in reliance on Regulation S under the Securities Act
(“Regulation S”). The Notes which are offered and sold in offshore transactions in reliance on Regulation S will be represented 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 and Clearstream, Luxembourg. The Notes which are offered and sold in reliance on Rule 144A will be represented by beneficial
interests in one or more restricted global certificate(s) (the “Rule 144A Global Certificates” 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 for, and registered in the name of, Cede & Co. as nominee for DTC.
This Offering Circular has not been and will not be filed, produced or published as an offer document (whether as a prospectus or a statement
in lieu of a prospectus in respect of a public offer or as an information memorandum or private placement offer cum application letter or any
other offering material in respect of any private placement in accordance with the Companies Act, 2013, or the rules framed thereunder, each
as amended, or any other applicable Indian laws), with the Registrar of Companies in India (“RoC”) or the Securities and Exchange Board of
India (“SEBI”), the Reserve Bank of India (“RBI”), any Indian stock exchanges or any other regulatory or statutory authority, save and
except for any information from any part of this Offering Circular which is (i) 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, and under the listing agreement with any Indian stock exchange pursuant to the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations 2015, as amended or (ii) pursuant to the sanction of any regulatory and
adjudicatory body in India. This Offering Circular has not been and will not be reviewed or approved by any regulatory authority in India or
any Indian stock exchange. This Offering Circular and the Notes are not and should not be construed as an advertisement, invitation, offer or
sale of any securities whether 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.
Joint Global Coordinators and Joint Bookrunners
Axis Bank Barclays BNP PARIBAS DBS Bank Ltd. Emirates NBD Capital
IMI - Intesa Sanpaolo MUFG Mizuho Securities SMBC Nikko Standard Chartered Bank
Offering Circular dated September 1, 2021

TABLE OF CONTENTS
Page
TABLE OF CONTENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi
U.S. INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ix
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ix
INDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . x
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xi
ENFORCEABILITY OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xiv
DEFINITIONS AND ABBREVIATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SUMMARY OF STANDALONE FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SUMMARY OF THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
GREEN BOND FRAMEWORK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
CAPITALIZATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
OUR BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151
ENVIRONMENT, SOCIAL AND GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207
BOARD OF DIRECTORS AND SENIOR MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212
REGULATIONS AND POLICIES IN INDIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237
DESCRIPTION OF THE ADANI GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 242
DESCRIPTION OF MATERIAL INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 247
GOVERNMENT, LEGAL AND ARBITRATION PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257
TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 260
DESCRIPTION OF THE SECURITY DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 283
DESCRIPTION OF THE PRINCIPAL PRIMARY DEBT DOCUMENTS FOR THE NOTES . . . . . . . . . . 284
GLOBAL CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 309
i

Page
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 313
CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 320
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 324
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 331
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 335
INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 336
APPENDIX — GLOSSARY OF DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 337
DESCRIPTION OF CERTAIN DIFFERENCES BETWEEN IND AS AND IFRS . . . . . . . . . . . . . . . . . . 364
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND JOINT AUDITORS’ REPORTS . . . F-1
ii

NOTICE TO INVESTORS
Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has
approved of or disapproved of or recommended 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.
Our Company, as well as Axis Bank Limited, Singapore Branch, Barclays Bank PLC, BNP Paribas, DBS Bank
Ltd., Emirates NBD Bank PJSC, Intesa Sanpaolo S.p.A., London Branch, MUFG Securities Asia Limited,
Mizuho Securities (Singapore) Pte. Ltd., SMBC Nikko Securities (Hong Kong) Limited and Standard Chartered
Bank (the “Joint Global Coordinators and Joint Bookrunners”) reserve the right to withdraw the offering of
the Notes at any time or to reject any offer to purchase, 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 Global
Coordinators and 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 our
Company’s 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 our Company from publicly available sources
deemed by it to be reliable. Notwithstanding any investigation that the Joint Global Coordinators and Joint
Bookrunners or any of their respective affiliates may have conducted with respect to the information contained
herein, the Joint Global Coordinators and 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 our Company’s behalf.
Prospective investors in the Notes should rely only on the information contained in this Offering Circular.
Neither our Company nor the Joint Global Coordinators and Joint Bookrunners, The Bank of New York Mellon,
London Branch (the “Note Trustee”), the Agents (as defined in the Conditions) or any person who controls any
of them, or any director, officer, employee, representative, agent, affiliate or adviser of any such person, 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 at 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 affairs of our
Company and its Subsidiaries or that the information set forth herein is correct as at any date subsequent to the
date hereof.
Prospective investors hereby acknowledge that (i) they have not relied on the Joint Global Coordinators and Joint
Bookrunners, the Note Trustee or the Agents or any person who controls them, or any director, officer,
employee, representative, agent, affiliate or adviser of any such person, 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 our Company or the Notes (other than as contained herein
and information given by our Company’s duly authorized officers and employees in connection with investors’
iii

examination of our Company, 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 our Company, the Joint Global
Coordinators and Joint Bookrunners, the Note Trustee, the Agents, or any person who controls them, or any
director, officer, employee, representative, agent, affiliate or adviser of any such person.
None of the Joint Global Coordinators and Joint Bookrunners, our Company, the Note Trustee, the Agents or any
person who controls them, or any director, officer, employee, representative, agent, affiliate or adviser of any
such person, is making any representation to any offeree or purchaser of the Notes offered hereby regarding the
legality of any investment by such offeree or purchaser under applicable legal investment or similar laws. None
of the Joint Global Coordinators and Joint Bookrunners, the Note Trustee, the Agents or any person who controls
them, or any director, officer, employee, representative, agent, affiliate or adviser of any such person, makes any
representation, warranty or undertaking, express or implied, or accepts any responsibility, with respect to the
accuracy, completeness or fairness of any of the information in this Offering Circular. To the fullest extent
permitted by law, none of the Joint Global Coordinators and Joint Bookrunners, the Note Trustee or the Agents
or any person who controls them, or any director, officer, employee, representative, agent, affiliate or adviser of
any such person, accepts any responsibility for the contents of this Offering Circular or for any other statement
made or purported to be made by the Joint Global Coordinators and Joint Bookrunners, the Note Trustee or the
Agents or any person who controls them, or any director, officer, employee, representative, agent, affiliate or
adviser of any such person, or on their behalf in connection with our Company or the issue and offering of the
Notes. Each of the Joint Global Coordinators and Joint Bookrunners, the Note Trustee and the Agents and each
person who controls any of them, and each director, officer, employee, representative, agent, affiliate and adviser
of any such person, accordingly disclaims all and any liability whether arising in tort or contract or otherwise
which it might otherwise have in respect of this Offering Circular or any such statement.
Each prospective investor contemplating purchasing any Notes should make its own independent investigation of
the financial condition and affairs, and its own appraisal of the creditworthiness of our Company and the terms of
the Notes, including the merits and risks involved and its purchase of the Notes should be based upon such
investigations with its own tax, legal and business advisers as it deems necessary. See “Risk Factors” for a
discussion of certain factors to be considered. Any prospective investor in the Notes should be able to bear the
economic risk of an investment in the Notes for an indefinite period of time.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of our Company, the Joint
Global Coordinators and Joint Bookrunners or any affiliate or representative of any of our Company or the Joint
Global Coordinators and Joint Bookrunners to subscribe for or purchase, any Notes in any jurisdiction or in any
circumstances in which such offer, invitation or solicitation is not authorized or to any person to whom it is
unlawful to make such offer, invitation or solicitation.
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 Joint Global Coordinators and Joint Bookrunners, our Company, the Note Trustee or
the Agents or any person who controls them, or any director, officer, employee, representative, agent, affiliate or
adviser of any such person, 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 our Company or the Joint Global Coordinators and 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.
iv

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 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, the United Kingdom and the European Economic
Area (“EEA”) and to persons connected therewith. See “Subscription and Sale” and “Transfer Restrictions”.
In connection with the issue of the Notes, Standard Chartered Bank, acting in its capacity as stabilization
manager (the “Stabilization Manager”) (or persons acting on behalf of the Stabilization Manager) may, to the
extent permitted by applicable laws and directives, over-allot and effect transactions with a view to supporting
the market price of the Notes at a level higher than that which might otherwise prevail, but in so doing, the
Stabilization Manager shall act as principal and not as agent of our Company and any loss resulting from
over-allotment and stabilization will be borne, and any profit arising therefrom shall be beneficially retained, by
the Stabilization Manager or, as the case may be, the Joint Global Coordinators and Joint Bookrunners in the
manner agreed by them. However, there is no assurance that the Stabilization Manager (or persons acting on
behalf of such Stabilization Manager) will undertake stabilization action. Any stabilization action may begin on
or after the Closing Date and, if begun, may be ended at any time, but it must end no later than the earlier of 30
days after the Closing Date and 60 days after the date of the allotment of the Notes. The Stabilization Manager
(or persons acting on behalf of the Stabilization Manager) must conduct such stabilization in accordance with all
applicable laws, regulations and rules.
The Company accepts responsibility for the information contained in this Offering Circular. Having taken all
reasonable care to ensure that such is the case, the information contained in this Offering Circular is, to the best
of the Company’s knowledge, in accordance with the facts and contains no omission likely to affect its import.
The Company, having made all reasonable inquiries, confirms that this Offering Circular contains or incorporates
all information which is material in the context of the Notes, that the information contained or incorporated in
this Offering Circular is true and accurate in all material respects and is not misleading, that the opinions and
intentions expressed in this Offering Circular are honestly held and that there are no other facts the omission of
which would make this Offering Circular or any of such information or the expression of any such opinions or
intentions misleading. The Company accepts responsibility accordingly.
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 and
Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), our
Company has determined, and hereby notifies all relevant persons (as defined in Section 309A(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).
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 2016/97/EU (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.
v

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.
UK 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 (the “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 (“UK MiFIR”). Consequently, no key
information document required by the PRIIPs Regulation 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.
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 this offering, references to “our Company” are to Adani Green
Energy Limited, and references to “we”, “us” or “our” are to Adani Green Energy Limited, its Subsidiaries, joint
ventures and associates on a consolidated basis.
In this Offering Circular, references to “Rupees” and “`” 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” and “lac” mean “100 thousand”; “million” means “10 lakh”;
“crore” means “10 million” or “100 lakhs”; and “billion” means “1,000 million” or “100 crores”. Due to the
occurrence of certain force majeure events (as defined in the relevant power purchase agreement), the
implementation and timeline of our SECI-3 and SECI-4 under-construction wind projects of 250 MW capacity
each are uncertain. Consequently, these projects have not been included in our portfolio capacity, wherever
mentioned in this Offering Circular.
Unless otherwise stated, references in this Offering Circular to a particular year are to the calendar year ended/
ending on December 31 and to a particular “Fiscal Year” or “FY” are to the year ended/ending on March 31.
This Offering Circular contains our (i) audited consolidated financial statements as of and for Fiscal Years 2019,
2020 and 2021 (the “Audited Consolidated Financial Statements”), (ii) audited standalone financial statements
for Fiscal Years 2019, 2020 and 2021 (the “Audited Standalone Financial Statements”), (iii) unaudited special
purpose condensed interim consolidated financial information as of and for the three month period ended
June 30, 2021 (the “Unaudited Special Purpose Condensed Interim Consolidated Financial Information”),
and (iv) unaudited special purpose condensed interim standalone financial information as of and for the three
vi

month period ended June 30, 2021 (the “Unaudited Special Purpose Condensed Interim Standalone
Financial Information” and together with the Audited Standalone Financial Statements, the “Standalone
Financial Information”), all prepared in accordance with the Indian Accounting Standards (“Ind AS”). The
Unaudited Special Purpose Condensed Interim Consolidated Financial Information and the Unaudited Special
Purpose Condensed Interim Standalone Financial Information have been reviewed by our independent auditors,
Dharmesh Parikh & Co LLP in accordance with SRE 2410 issued by the ICAI.
We are in the process of acquiring SB Energy Holdings Limited (the “SB Acquisition”), which will increase our
total commissioned capacity to 5,220 MW, and three projects from a member of the Inox group (the “Inox
Acquisition”). We expect to complete the SB Acquisition by September 2021, and the Inox Acquisition in due
course. As the SB Acquisition has not been completed, the consolidated financial information of SB Energy
Holdings Limited as of and for Fiscal Year 2021 and the three-month period ended June 30, 2021 have been
reviewed by our independent auditors, Dharmesh Parikh & Co LLP. This Offering Circular contains Unaudited
Proforma Combined Consolidated Financial Information of our Company giving effect to the SB Acquisition as
if the SB Acquisition had occurred on respective period end. The Unaudited Proforma Combined Consolidated
Financial Information have been prepared in accordance with the recognition and measurement principles laid
down in Indian Accounting Standard 34 “Interim Financial Reporting” (Ind AS 34) issued by Institute Chartered
Accountants of India (ICAI) and other accounting principles generally accepted in India and subjected to a
limited review by Dharmesh Parikh & Co LLP in accordance with the Standard on Review Engagements 2410
“Review of Interim Financial Information Performed by the Independent Auditor of the Entity” (“SRE 2410”)
issued by the Institute of Chartered Accountants of India (“ICAI”). In connection with preparing the Unaudited
Proforma Combined Consolidated Financial Information, Dharmesh Parikh & Co LLP has also reviewed the
unaudited special purpose condensed consolidated financial information of SB Energy Holdings Limited as at
and for the year ended March 31, 2021, and as at and for the three month period ended June 30, 2021 (the
“Unaudited SB Energy Special Purpose Condensed Consolidated Financial Information”), which are
included elsewhere in this Offering Circular, in accordance with SRE 2400 issued by the ICAI. Ind AS differs in
certain significant respects from International Financial Reporting Standards (“IFRS”) and United States
Generally Accepted Accounting Principles (“U.S. GAAP”) 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 accounting policies. For further details in
relation to the impact of Ind AS on the preparation and presentation of our financial statements, see “Description
of Certain Differences between Ind AS and IFRS”. For details regarding the accounting firm that has audited the
Audited Consolidated Financial Statements and Audited Standalone Financial Statements and reviewed the
Unaudited Special Purpose Condensed Interim Consolidated Financial Information, the Unaudited Proforma
Combined Consolidated Financial Information and the Unaudited Special Purpose Condensed Interim Standalone
Financial Information, see “Independent Accountants”.
Our Company does not provide a reconciliation of its financial statements to IFRS or U.S. GAAP financial
statements. For further details, see “Risk Factors — Risks Related to our Financial Statements — Significant
differences exist between Ind AS and other accounting principles, such as IFRS, with which prospective investors
may be familiar.”.
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
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.
vii

We define Adjusted EBITDA as loss/profit plus (a) finance cost, (b) depreciation and amortization, (c) tax
expenses, less (i) other income and (ii) viability gap funding as per books, plus (d) foreign exchange fluctuation
and Derivative (gain)/loss from non-financing activities and (e) 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 contains projections relating to earnings before interest, taxes, depreciation and
amortization (“EBITDA”). Management is solely responsible for the projections of capacity, net debt, and
EBITDA of the Group entities for the years indicated in the Offering Circular. Neither AGEL, our independent
accountants, nor advisers 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 such 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 or if the assumptions used in
formulating these projections and estimates prove to be incorrect, the Issuer’s ability to make payments of
principal of and interest on the Notes may be materially adversely affected.
Adjusted EBITDA described in this Offering Circular is not a substitute for Ind AS measures of earnings and
may not be comparable to similarly titled measures reported by other companies due to differences in the way
these measures are calculated. We have presented this supplemental financial measure because we believe this
measure is frequently used by securities analysts and investors in evaluating similar issuers. This data is not
necessarily indicative of, and should not be used as the basis for, or prediction of, future results. Investors are
cautioned not to place undue reliance on this supplemental financial measure. For a reconciliation of Adjusted
EBITDA to profit for the year/period before non-controlling interests, please see “Summary of Consolidated
viii

Financial Information”. This non-GAAP measure should be read in conjunction with “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements
included elsewhere in this Offering Circular. Furthermore, EBITDA as defined above is different from the
definitions of “Run-Rate EBITDA” for purposes of the Common Terms Deed. See “Appendix — Glossary of
Defined Terms”.
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 our Company’s websites, the websites of any of its Subsidiaries, any website referred to
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 QIBs
for informational use solely in connection 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, our Company and the Joint Global Coordinators and 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 in offshore transactions 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”.
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
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 reporting
pursuant to Rule 12g3-2(b) under the Exchange Act. So long as any of the Notes remain outstanding, we will
deliver to the Security Trustee and provide to the Noteholders upon request our annual and semi-annual financial
ix

statements, as soon as they are available, but in any event within 120 days after the end of our Fiscal Year (in the
case of our annual financial statements), and within 90 days after the end of our second fiscal quarter of each
Fiscal Year (in the case of our semi-annual unaudited financial statements).
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 Renewable Energy Agency;
‰ Central Electricity Regulatory Commission of India;
‰ CRISIL Limited (“CRISIL”); and
‰ Ministry of New and Renewable Energy of India (“MNRE”).
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 Global Coordinators and Joint Bookrunners, the Note
Trustee or the Agents or any person who controls them, or any of their respective directors, officers, employees,
representatives, agents, affiliates or advisers, have independently verified this data and neither we nor the Joint
Global Coordinators and Joint Bookrunners, the Note Trustee or the Agents or any person who controls them, or
any of their respective directors, officers, employees, representatives, agents, affiliates or advisers, 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 Global
Coordinators and Joint Bookrunners, the Note Trustee or the Agents or any person who controls them, or any of
their respective directors, officers, employees, representatives, agents, affiliates or advisers, 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.
x

Disclaimer of CRISIL Research
CRISIL Research, a division of CRISIL Limited (“CRISIL”) has taken due care and caution in preparing this
report (“Report”) based on the Information obtained by CRISIL from sources which it considers reliable
(“Data”). However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Data/Report and
is not responsible for any errors or omissions or for the results obtained from the use of Data/Report. This Report
is not a recommendation to invest/disinvest in any entity covered in the Report and no part of this Report should
be construed as an 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 this Report. Without limiting the generality of the foregoing, nothing in the Report is
to be construed as CRISIL 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 will be responsible for ensuring compliances and consequences of non-compliances for use of
the Report or part thereof outside India. CRISIL Research operates independently of, and does not have access to
information obtained by CRISIL Ratings Limited/CRISIL Risk and Infrastructure Solutions Ltd (“CRIS”), which
may, in their regular operations, obtain information of a confidential nature. The views expressed in this Report
are that of CRISIL Research and not of CRISIL Ratings Limited/CRIS. No part of this Report may be published/
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:
‰ The ongoing outbreak of the novel strain of coronavirus (“COVID-19”).
‰ 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.
xi

‰ Increases in the cost of operating our projects.
‰ The reduction, modification or elimination of central and state government subsidies and economic
incentives in India.
‰ 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 key employees.
‰ Our substantial indebtedness.
‰ Our ability to obtain necessary funding on acceptable terms.
‰ Fluctuations in foreign currency exchange rates.
‰ Any failure by us 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 possibility of cost overruns or delays.
‰ 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.
xii

‰ 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 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 disasters in India.
‰ Changing laws, rules and regulations and legal uncertainties in India.
‰ Restrictions in foreign investments in India.
‰ Other factors discussed in this Offering Circular, including under “Risk Factors”, “Industry Overview” and
“Our Business”.
xiii

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
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 expressed or implied in these forward-looking statements. All 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 at the date of this Offering Circular and none of us, the Joint
Global Coordinators and Joint Bookrunners, the Note Trustee or the Agents or any person who controls us or any
of them, or any of our or their directors, officers, employees, representatives, agents, affiliates or advisers,
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
Our Company is a limited liability public company incorporated under the laws of India. Save for Mr. Jose
Ignacio Sanz Saiz, who is a Nominee and Non-Executive Director, all of our directors and executive officers
named herein are residents of India and all or a substantial portion of our assets and such persons’ assets are
located in India. As a result, it may not be possible for investors to effect service of process on our Company or
such persons in jurisdictions outside of India, or to enforce against them judgments obtained in courts outside of
India predicated upon civil liabilities of our Company or such directors and executive officers 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. A superior court with reference to any such territory would mean such courts as are specified in the
aforesaid notification. Pursuant to GoI notifications, the High Courts in England are also included in the list of
relevant superior courts. 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.
Under the Civil Code, a court in India will, 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 but such presumption may be displaced by proving want of jurisdiction.
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, Hong Kong and the United Arab Emirates, among others, has
been declared by the GoI to be a reciprocating territory for the purposes of section 44A of the Civil Code, the
United States has not been declared by the GoI to be a reciprocating territory for the purposes of section 44A. A
xiv

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 the
claim litigating 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 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 the judgment or by proceedings in execution. 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 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 public
policy in India.
A party seeking to enforce a foreign judgment in India is required to obtain approval from the RBI under the
Foreign Exchange Management Act, 1999, as amended, and the rules and regulations thereunder, to execute such
a judgment and repatriate outside India any amount recovered pursuant to the execution of such foreign
judgment. 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.
xv

DEFINITIONS AND ABBREVIATIONS
This Offering Circular uses the definitions and abbreviations set forth below, unless otherwise specified, which
you should consider when reading the information contained herein.
Company and Industry Related Terms
Adani Group Adani Enterprises Limited, our Company, ASPEZ, Adani Power
Limited, Adani Total Gas Limited and Adani Transmission Limited
along with their respective subsidiaries, joint ventures and associates
and such other companies promoted and/or owned by our promoter
group
AEML Adani Electricity Mumbai Limited
AGEL or Company or Issuer Adani Green Energy Limited, a public limited company
incorporated under the Companies Act, 2013
APSEZ Adani Ports and Special Economic Zone Limited
Articles of Association or Articles The Articles of Association of our Company, as amended from time
to time
ATGL Adani Total Gas Limited
ATL Adani Transmission Limited
Board or Board of Directors The board of directors of our Company
CRISIL CRISIL Research, a division of CRISIL Limited
CUF Capacity utilization factor, and together with PLF which refers to
plant load factor, refers to a project’s actual generation output over
the stated period of time as a percentage of its installed capacity
Directors Directors on the Board, as may be appointed from time to time
DISCOM(s) State-owned distributions companies
EPC Engineering, procurement and construction
Equity Shares Ordinary shares in the capital of our Company of face value of `2
each
Existing External Indebtedness Our outstanding total borrowings. For details, see “Description of
Material Indebtedness”
Group Companies, firms and ventures promoted by our Promoter Group,
irrespective of whether such entities are classified as related parties
as per Ind AS and Companies Act, 2013
IPP Independent power producer
1

KSPPL Kodangal Solar Parks Private Limited
Material Subsidiaries The following entities have been identified as the Material
Subsidiaries of AGEL:
(a) Adani Solar Energy Kutchh One Limited;
(b) Adani Green Energy Twenty Three Limited;
(c) Adani Green Energy (Tamil Nadu) Limited;
(d) Kamuthi Renewable Energy Limited;
(e) Kamuthi Solar Power Limited;
(f) Ramnad Renewable Energy Limited;
(g) Ramnad Solar Power Limited;
(h) Adani Green Energy (UP) Limited;
(i) Adani Renewable Energy (RJ) Limited;
(j) Parampujya Solar Energy Private Limited;
(k) Prayatna Developers Private Limited; and
(l) Wardha Solar (Maharashtra) Private Limited
Memorandum of Association or
Memorandum
Memorandum of Association of our Company, as amended from
time to time
mmt Million metric tons
mmtpa Million metric tons per annum
MNRE Ministry of New and Renewable Energy
NBFC Non-Banking Financial Company
NCDs Non-convertible debentures
NCLT National Company Law Tribunal
NTPC NTPC Limited (formerly known as National Thermal Power
Corporation Limited)
O&M Operations and Maintenance
OEM Original equipment manufacturer
2

Past Joint Auditors M/s Dharmesh Parikh & Co LLP and M/s B S R & Co. LLP
PLF Plant load factor
PPA Power purchase agreement
Promoters Mr. Gautam S. Adani and Mr. Rajesh S. Adani
Promoter Group The promoter group of our Company as determined in terms of
Regulation 2(1)(pp) of the SEBI ICDR Regulations
PV Photovoltaic
Registered and Corporate Office Adani Corporate House, Shantigram, Nr. Vaishno Devi Circle, S G
Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India
SECI Solar Energy Corporation of India Limited
Subsidiaries The subsidiaries of our Company in accordance with the accounting
standards notified under the Companies Act, 2013 or the Companies
Act, as applicable
Vgf Viability Gap Funding
we or us or our Unless the context otherwise requires, Adani Green Energy Limited,
its Subsidiaries, joint ventures and associates on a consolidated basis
Conventional and General Terms
% or per cent. per cent.
BSE BSE Limited
CAGR Compounded annual growth rate
Civil Code Code of Civil Procedure, 1908
Clearing Systems DTC, Euroclear and Clearstream, Luxembourg
Clearstream, Luxembourg Clearstream Banking S.A.
Companies Act/Companies Act, 2013 The Companies Act, 2013, together with the rules thereunder
ECB External commercial borrowings
ECB Guidelines Together, the Foreign Exchange Management Act, 1999, the
Foreign Exchange Management (Borrowing and Lending)
Regulations, 2018 and the rules, regulations, circulars or
notifications issued by the RBI in relation to ECBs including the
3

Master Direction — External Commercial Borrowings, Trade
Credits and Structured Obligations, issued by the RBI on March 26,
2019, the circular on External Commercial Borrowings (ECB)
Policy — Rationalization of End-use Provisions dated July 30, 2019
and the Master Direction on Reporting under Foreign Exchange
Management Act, 1999 dated January 1, 2016, each as amended and
updated from time to time
Euroclear Euroclear Bank SA/NV
Exchange Act The U.S. Securities Exchange Act of 1934
FEMA Foreign Exchange Management Act, 1999, together with the rules
and regulations thereunder
Financial Risk Management Policy The Financial Risk Management Policy adopted by our Board
Fiscal Year or FY Period of 12 months ending/ended March 31 of that particular year
GDP Gross Domestic Product
GoI Government of India
GVA Gross Value Added
HUF Hindu Undivided Family
ICD Inland Container Depots
IFRS International Financial Reporting Standards
Income-tax Act Income-tax Act, 1961
Ind AS Indian Accounting Standards as notified under Section 133 of the
Companies Act 2013, read together with Paragraph 7 of the
Companies (Indian Accounting Standards) Rules, 2015 (as
amended)
India INX India International Exchange (IFSC) Limited
ISO International Organization for Standardization
Joint Global Coordinators and Joint
Bookrunners
Axis Bank Limited, Singapore Branch, Barclays Bank PLC, BNP
Paribas, DBS Bank Ltd., Emirates NBD Bank PJSC, Intesa
Sanpaolo S.p.A., London Branch, MUFG Securities Asia Limited,
Mizuho Securities (Singapore) Pte. Ltd., SMBC Nikko Securities
(Hong Kong) Limited and Standard Chartered Bank
MAT Minimum Alternate Tax
MoEF The Ministry of Environment, Forests and Climate Change, GoI
4

Non-Resident A person resident outside India, as defined under the FEMA and
includes a Non-Resident Indian
Noteholders Holders of the Notes
Notes The U.S.$750,000,000 4.375 per cent. Senior Secured Notes due
2024 of our Company
NSE The National Stock Exchange of India Limited
RBI Reserve Bank of India
Regulation S Regulation S under the Securities Act
Rupee/`/Rs. Indian rupees
SEBI The Securities and Exchange Board of India constituted under the
SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI LODR Regulations Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018
Securities Act The U.S. Securities Act of 1933, as amended
SEZ Special Economic Zone
Supreme Court Supreme Court of India
U.S. GAAP Generally accepted accounting principles in the United States
WTG Wind Turbine Generator
YoY Year on year
Notwithstanding the definitions set out above, the defined terms in our financial statements shall have the
meanings given to such terms therein.
5

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 are an independent power producer in India, led by a strong and focused management team with experience
in identifying, developing and operating solar and wind power generation assets across India. We are one of the
largest renewable energy players in India. In addition, we are the top solar developer in the world by total
capacity, according to Mercom Capital Group, llc’s report titled “Leading Global Large-Scale Solar PV
Developers” dated August 2020. We develop, build, own, operate and maintain a portfolio of solar power
projects and wind farm projects that are large in size, operational and diversified across 11 states and 59 locations
in India. We have grown our portfolio of assets from seven assets and an operational capacity of 748 MW as of
March 31, 2017 to one comprising 74 operational utility scale solar power projects, wind power projects and
hybrid projects (which produce both solar and wind energy) with 3,520 MW of total commissioned capacity as of
June 30, 2021. We continue to explore ways to grow our portfolio organically and inorganically. We are in the
process of acquiring SB Energy Holdings Limited (the “SB Acquisition”), which will increase our total
commissioned capacity to 5,220 MW, and three projects from a member of the Inox group (the “Inox
Acquisition”), which will further increase our total commissioned capacity to 5,370 MW. Following the
completion of the SB Acquisition and the Inox Acquisition and taking into account under construction projects,
we will have a renewable project portfolio of 19,794 MW. We expect to complete the SB Acquisition by
September 2021, and the Inox Acquisition in due course. With our focus on continued growth, we aim to achieve
an installed capacity of 25 GW by 2025.
We sell solar and wind power on long-term fixed-price PPAs to central government agencies and state
DISCOMs. Approximately 83.7% of our generation capacity (including operational projects and projects under
construction, and excluding projects to be acquired under the Inox Acquisition and SB Acquisition) is subject to
long-term PPAs with sovereign/sovereign equivalent counterparties, with the remaining 16.3% of capacity being
subject to long-term PPAs with state DISCOMs or sold to private parties. Following completion of the Inox
Acquisition and SB Acquisition, approximately 87.4% of generation capacity will be subject to long-term PPAs
with sovereign/sovereign equivalent counterparties, with the remaining 12.6% of capacity being subject to long-
term PPAs with state DISCOMs and sold to private parties. Our long-term PPA arrangements ensure a
predictable and stable cash flow. Our in-house engineering, procurement and construction (“EPC”) expertise
enables us to deliver committed plant performance 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 were listed on the BSE and the NSE on June 18, 2018 and have a market capitalization of
U.S.$23,514,658,561.21 as of June 30, 2021. In January 2021, TotalEnergies Renewables SAS (formerly known
as Total Renewables SAS) (“Total Renewables”) acquired a 20% minority interest in AGEL, and currently has
board and audit committee representation in AGEL. In April 2020, Total Solar Singapore Pte Ltd (“Total
Solar”) acquired a 50% stake in Adani Green Energy Twenty Three Limited (“AGE23L”). Total Renewables
and Total Solar are part of an established conglomerate, TotalEnergies SE (“TotalEnergies”) that operates
6

renewable energy projects all over the world. The group has a huge focus on adding to its renewable energy
footprint, and has set a target of adding 35 GW renewable capacity to its portfolio by 2025. In order to achieve
this, the group places strong focus on the research and development of renewable energy technology to reduce
the cost of energy produced and facilitate grid adoption, and its supply chain management. With an alignment in
their goals, the Group and TotalEnergies have formed a strategic alliance across renewables, city gas distribution
and liquefied natural gas terminals. We believe that the alliance provides a framework for the exchange of ideas
and best practices between AGEL’s and TotalEnergeis’ teams in micro-plant O&M and development, facilitates
their joint formulation of best practices of governance, and development of new technologies of the future, like
hydrogen. Our Promoter Group is an established energy and infrastructure conglomerate in India. Our Company
was established to extend the Adani Group’s returns-focused growth strategy into the renewable energy industry.
We commenced our renewable energy operations in 2015 and have since expanded our renewable power
portfolio to include wind power assets and utility scale solar power assets across 11 states in India. We are
focused on long-term value creation and aim to deliver reliable power from renewable energy sources at the
lowest cost available, taking into account our cost of capital.
We are currently operating in the growing Indian energy market, where we are well-positioned to benefit from
positive market trends. India’s economic growth is intrinsically linked to the increasing consumption of energy
and natural resources. Energy demand has outpaced capacity additions in recent years, which has resulted in
persistent peak power deficits in the country. In addition, the GoI has made it a priority to provide electricity to
the households in rural areas that are without service. Renewable power is an attractive option to help address
this energy gap and is supported by regulatory measures of the GoI. Renewable power is a cleaner, faster-to-build
and more cost-effective alternative energy solution as compared to coal and diesel-based power. The GoI has set
a target of achieving 227 GW of installed solar capacity by 2022.
Indian aggregate national installed solar capacity reached 42.3 GW as of June 30, 2021 with a target to achieve
227 GW of installed solar capacity by 2022 and 450 GW of renewable energy capacity by 2030 set by the GoI.
We contributed approximately 7.15% of the national installed solar capacity as of June 30, 2021.
The following table sets forth certain of our consolidated financial information for the periods indicated:
For the fiscal year ended
March 31,
For the three-month period
ended June 30,
2019 2020 2021 2020 2021 2021
(Rs. in millions) (U.S.$ in
millions)(1)
Total income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,310.0 26,290.8 35,991.5 8,781.4 10,790.6 145.2
Total comprehensive income/(loss) for the year . . . . (5,025.0) (185.6) 1,644.0 (42.3) 1,906.3 25.6
Note:
(1) Translated from Rupees to U.S. dollars at an exchange rate of U.S.$1.00 = Rs. 74.33 (Exchange Rate from the Foreign Exchange
Dealers’ Association of India as of June 30, 2021).
Following completion of the SB Acquisition and the Inox Acquisition, and taking into account our under-
construction projects as of June 30, 2021, we will have a renewable project portfolio of 19,794 MW.
7

Recent Developments
Ratings downgrade
On August 26, 2021, S&P downgraded the rating of the bonds issued by certain of our Subsidiaries in 2019 from
BB+ to BB-, and the rating of the bonds issued by certain other of our Subsidiaries in 2019 from BBB- to BB.
Entry into fixed-price PPA
Adani Hybrid Energy Jaisalmer Five Limited (“AHEJ5L”) has, on July 27, 2021, entered into a long-term fixed-
price power purchase agreement with the Solar Energy Corporation of India Limited. Pursuant to the agreement,
AHEJ5L will develop and establish a 600 MW hybrid power project in the state of Rajasthan, India, and post-
commissioning of the project, generate and supply electricity from the project, which shall be purchased from
SECI at a tariff of Rs.2.41/kWh. The agreement is for a term of 25 years from the scheduled commissioning date
of January 27, 2023.
About Our Company
Our Company was incorporated and registered in India on January 23, 2015 under the name Adani Green Energy
Limited with registration number L40106GJ2015PLC082007. Our Company’s shares were listed on June 18,
2018 on the BSE and the NSE.
Our registered and corporate office is Adani Corporate House, Shantigram, near Vaishnodevi Circle, S. G.
Highway, Khodiyar, Ahmedabad 382 421, Gujarat, India, telephone number +91 (0)79 2555 5555. Our website is
http://www.adanigreenenergy.com/. Information on our website does not constitute a part of this Offering Circular.
8

SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION
Our Audited Consolidated Financial Statements and Unaudited Special Purpose Condensed Interim
Consolidated Financial Information have been prepared as per Ind AS. The summary financial information for
Fiscal Years 2019, 2020 and 2021 and as of and for the three months ended June 30, 2020 and 2021 presented
below should be read in conjunction with the Audited Consolidated Financial Statements and the Unaudited
Special Purpose Condensed Interim Consolidated Financial Information and the notes thereto included
elsewhere in this Offering Circular and the section “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”. Ind AS differs in certain respects from IFRS and other accounting
principles with which prospective investors may be familiar. For a discussion of certain significant differences
between Ind AS and IFRS, see “Description of Certain Differences Between Ind AS and IFRS”.
SUMMARY OF CONSOLIDATED ASSETS AND LIABILITIES
Audited Unaudited
As at March 31, As at June 30,
2019 2020 2021 2021
(Rs. in Million)
Assets
Non-Current Assets
Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103,841.8 121,218.3 159,692.5 167,194.1
Right-of-Use Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 4,267.9 3,785.3 3,654.1
Capital work-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,428.7 12,078.7 44,517.7 53,466.9
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.8 29.8 29.8 29.8
Other Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.9 21.7 784.1 784.4
Investments accounted using Equity Method . . . . . . . . . . . . . . . . . — — 359.5 360.7
Financial assets
(i) Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 367.2 2,796.9 2,496.5 2,496.5
(ii) Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 341.3 — 9,943.5 10,397.5
(iii) Other financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,364.9 9,327.6 13,361.0 15,653.3
Income Tax Assets (net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186.2 362. 0 515.2 496.9
Deferred Tax Assets (net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,763.7 3,502.5 4,197.4 4,009.8
Other Non-Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,509.0 4,812.5 7,633.9 16,242.1
125,844.5 158,417.9 247,316.4 274,786.1
Current Assets
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,358.8 1,043.0 294.1 156.1
Financial assets
(i) Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 404.3 1,966.5 2,164.3 1,179.0
(ii) Trade Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,578.9 7,403.5 14,942.6 14,795.9
(iii) Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,540.8 6,373.1 1,841.9 1,048.6
(iv) Bank Balances other than (iii) above . . . . . . . . . . . . . . . . . . . . 1,073.8 579.0 8,346.9 6,806.1
(v) Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 940.9 1,166.5 1,034.8 217.7
(vi) Other Financial Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,838.4 5,620.1 1,818.7 2,694.8
Other Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,999.6 1,467.9 5,049.6 7,748.4
20,735.5 25,619.6 35,492.9 34,646.6
Non-Current Assets Classified as Held for Sale . . . . . . . . . . . . — 213.9 4,405.8 4,983.2
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146,580.0 184,251.4 287,215.1 314,415.9
9

Audited Unaudited
As at March 31, As at June 30,
2019 2020 2021 2021
(Rs. in Million)
Equity and Liabilities
Equity
Equity Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,640.1 15,640.1 15,640.1 15,640.1
Instruments entirely equity in nature . . . . . . . . . . . . . . . . . . . . . . . 10,933.4 15,933.4 13,391.4 13,391.4
Other Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,240.0) (8,007.9) (7,031.4) (5,124.2)
Total Equity attributable to equity holders of the parent . . . . . . . . 19,333.5 23,565.6 22,000.1 23,907.3
Non-Controlling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11.0) (458.3) (738.3) —
Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,322.5 23,107.3 21,261.8 23,907.3
Liabilities
Non-Current Liabilities
Financial Liabilities
(i) Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,481.1 129,650.0 197,464.9 217,557.3
(ii) Lease Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 3,044.4 2,914.6
(iii) Other Financial Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 313.7 0.3 22.4 150.9
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.1 148.0 212.0 212.0
Deferred tax liabilities (net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.6 14.6 293.1 569.7
Other Non-Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 367.9 1,177.1 5,647.1 5,106.4
100,267.4 130,990.0 206,683.9 226,510.9
Current Liabilities
Financial Liabilities
(i) Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,422.2 11,150.3 41,277.2 47,445.6
(ii) Trade payables
(a) Total outstanding dues of micro enterprises & small
enterprises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.3 325.4 103.8 56.1
(b) Total outstanding dues of creditors other than micro
enterprises & small enterprises . . . . . . . . . . . . . . . . . . . . . . 1,606.1 1,429.1 1,178.9 1,163.0
(iii) Lease Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 310.2 301.3
(iv) Other Financial Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,631.2 16,852.4 13,662.2 7,916.5
Other Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 271.4 356.1 1,287.1 3,128.2
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.9 40.8 59.1 61.4
Current Tax Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 83.6 12.6
26,990.1 30,154.1 57,962.1 60,084.7
Liabilities Directly Associated with Non-Current Assets
classified as Held for Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 1,307.3 3,913.0
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,257.5 161,144.1 265,953.3 290,508.6
Total Equity and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146,580.0 184,251.4 287,215.1 314,415.9
10

SUMMARY OF CONSOLIDATED PROFIT AND LOSS
Audited Unaudited
March 31,
For the three months
ended June 30,
2019 2020 2021 2020 2021
(Rs. in Million)
Income
Revenue from Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,579.8 25,486.3 31,243.3 7,785.1 9,770.5
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 730.2 804.5 4,748.2 996.3 1,020.1
Total Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,310.0 26,290.8 35,991.5 8,781.4 10,790.6
Expenses
Purchase of Stock-in-trade/Cost of Material Consumed . . . . . . . 6.6 4,618.5 5,277.6 951.1 1,155.6
Changes in inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,294.8 193.9 955.5 355.2 —
Employee Benefits Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 596.5 1,065.3 382.2 107.4 91.7
Finance Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,211.8 9,947.7 19,526.1 4,475.8 5,239.7
Depreciation and Amortization Expenses . . . . . . . . . . . . . . . . . . 10,619.6 3,943.1 4,863.6 1,101.0 1,513.7
Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,427.3 5,106.8 2,266.5 571.7 984.7
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,156.6 24,875.3 33,271.5 7,562.2 8,985.4
Profit before share of profit/(loss) from Joint Venture (JV),
associates, exceptional items and tax . . . . . . . . . . . . . . . . . . (5,846.6) 1,415.5 2,720.0 1,219.2 1,805.2
Exceptional items loss/(gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,914.4 835.7 706.5 (801.6)
Profit/(Loss) before share of profit/(loss) from JV and
tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,846.6) (498.9) 1,884.3 512.7 2,606.8
Tax Expense/(Credit)
Current Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60.0 3.0 4.9 2.8 17.9
Adjustment of tax relating to earlier years/periods . . . . . . . . . . . (0.1) 0.1 4.2 — —
Deferred Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,191.5) 110.8 106.0 312.3 396.2
Profit/(Loss) for the Year/Period before share of
profit/(loss) from JV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,715.0) (612.8) 1,769.2 197.6 2,192.7
Share of Gain/(loss) in Joint Venture and associate (net of
tax) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (35.6) (66.8) 59.2 19.9 1.2
Profit/(Loss) for the Year/Period (A) . . . . . . . . . . . . . . . . . . . (4,750.6) (679.6) 1,828.4 217.5 2,193.9
Other Comprehensive Income/(Loss)
Remeasurement of defined benefit plans, net of tax . . . . . . . . . . 0.6 (9.0) 5.1 (0.7) 1.7
Exchange difference on translation of foreign operation . . . . . . (2.7) 17.4 7.9 5.6 23.9
Effective portion of gain and loss on hedging instruments in a
cash flow hedge, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . (272.3) 485.6 (197.4) (264.7) (313.2)
Other Comprehensive Income/(Loss) (After Tax) (B) . . . . . . (274.4) 494.0 (184.4) (259.8) (287.6)
Total Comprehensive Income/(Loss) for the Year/period
(A)+(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,025.0) (185.6) 1,644.0 (42.3) 1,906.3
11

Audited Unaudited
March 31,
ended June 30,
2019 2020 2021 2020 2021
(Rs. in Million)
Total Comprehensive Income/(Loss) attributable to:
Net (Loss) attributable to:
Equity holders of the parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,739.1) (232.3) 2,108.5 453.0 2,193.9
Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11.5) (447.3) (280.1) (235.5) —
Other Comprehensive Income/(Loss) attributable to:
Equity holders of the parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . (274.9) 494.0 (184.4) (259.8) (287.6)
Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5 — — — —
Total Comprehensive Income/(Loss) attributable to:
Equity holders of the parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,014.0) 261.7 1,924.1 193.2 1,906.3
Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11.0) (447.3) (280.1) (235.5) —
CONSOLIDATED CASH FLOW
Audited Unaudited
March 31,
ended June 30,
2019 2020 2021 2020 2021
(Rs. in Million)
Net cash flow generated from operating activities . . . . . . . 16,245.5 19,651.4 16,006.0 1,898.6 4,691.9
Net cash flow (used in) investing activities . . . . . . . . . . . . (26,662.8) (37,431.5) (91,368.6) (33,323.5) (35,699.4)
Net cash flow generated from financing activities . . . . . . . 10,452.1 21,612.5 70,831.4 27,072.3 30,214.2
OTHER FINANCIAL DATA
Electricity Generation
Unit of
Measurement
For the
fiscal year
ended
March 31,
2019
For the
fiscal year
ended
March 31,
2020
For the
fiscal year
ended
March 31,
2021
For the
three months
ended
June 30,
2020
For the
three months
ended
June 30,
2021
Electricity generation . . . . . . . . . . . . . . . kWh in million 3,807 4,385 5,497 1,360 2,054
MW (AC) operating . . . . . . . . . . . . . . . . MW 1,958 2,395 3,320 2,445 3,520
MW (AC) committed . . . . . . . . . . . . . . . MW 2,602 3,445 11,370 11,395 11,170
MW (AC) operating and committed . . . MW 4,560 5,840 14,690 13,840 14,690
12

Adani Green Energy Limited Offering Circular.pdf

Adani Green Energy Limited Offering Circular.pdf

More Related Content

Adani Green Energy Limited Offering Circular.pdf