Date: December 27, 2022

To
BSE Limited The National Stock Exchange of India Limited
P J Towers, “Exchange Plaza”,
Dalal Street, Bandra – Kurla Complex,
Mumbai – 400 001 Bandra (E), Mumbai – 400 051

Scrip Code: 541450 Scrip Code: ADANIGREEN

Dear Sir,

Sub: Intimation under Regulation 30 of the SEBI (Listing Obligations and

Disclosures Requirements) Regulations, 2015 – Compliance Certificate for USD
denominated senior secured notes

Please find attached herewith Compliance Certificate for the period ended
September 30, 2022 for USD denominated senior secured notes, in compliance with
the Common Terms Deed dated September 08, 2021.

You are requested to take the same on your record.

Thanking You

Yours Faithfully,
For, Adani Green Energy Limited
Pragnes Digitally signed by
Pragnesh Darji

h Darji 16:41:56 +05'30'

Date: 2022.12.27

Pragnesh Darji
Company Secretary

Adani Green Energy Limited Tel +91 79 2555 5555

Adani Corporate House, Shantigram, Fax +91 79 2555 5500
Nr Vaishno Devi Circle, S G Highway [email protected]
Khodiyar, Ahmedabad 382 421 www.adanigreenenergy.com
Gujarat, India
CIN: L40106GJ2015PLC082007

Registered Office: Adani Corporate House, Shantigram, Nr. Vaishno Devi Circle,
S G Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India
 COMPLIANCE CERTIFICATE
(September 30, 2022)

USD 750 million 4.375% 3-year Green Bond,

Adani Green Energy Limited
Contents
1. Executive Summary ................................................................................................................. 2
2. Information on Compliance Certificate and Its Workings ...............................................11
Appendix-1 Form of Compliance Certificate.......................................................................... 14
Appendix-2 Form of Certificate of Directors ......................................................................... 16
Annexure 1 ................................................................................................................................... 17
Annexure 2 ................................................................................................................................... 18
Annexure 3 ................................................................................................................................... 19
Annexure 4 .................................................................................................................................. 21
Annexure 5 ...................................................................................................................................22
Annexure 6 ................................................................................................................................. 24

1
 1. Executive Summary

About the Company

Adani Green Energy Limited is engaged in manufacturing of electricity through Solar /

Wind renewable source. The company generate its power through multiple location in
India. The company have locked in growth capacity of ~ 20.4 GW under the long term
PPA for 25 years with average tariff of 2.99/ kwh, out of which 8.1 GW is already
commissioned and able to supply electricity to various parties. Out of total locked in
growth capacity, 88% of the capacity are backed by sovereign and sovereign equivalent
counter parties to demonstrate strength of the portfolio.

AGEL has signed UN Energy Compact committing to develop and operate Renewable
Energy Generation Capacity of 25 GW by 2025 and 45 GW by 2030 and to keep average
tariff below Average Power Purchase Cost at national level.

1A. Ratings

▪ AGEL has been assign rating of Ba3/ Stable by Moody’s

▪ AGEL has also been assign rating of A+/ Stable by India ratings

1B. Legal completion risk

Development risk to reduce with increasing proportion of Operating Capacity
Operating capacity as
% of Operational +
75% 77% 82% 53% 64% 68% 78% 105 %

Legal Completion Risk

Capacity
95%

20, 000

Legal Completion Risk (MW) 85%

Partially commissioned 8,155 MW already

commissioned
75%
15, 000

Legal COD (MW) 3,500

65%

10, 000
4,080 55%

45%

3,095 12,585
5,0 00

3,044 8,505
35%

575
627 575 5,410 25%

1,918 2,545 3,470

-
1,970 15%

Mar-18 Mar-19 Mar20 Mar-21 Mar-22 Mar-23 Mar-24

6.724 MW capacity have been declared COD out of 8,155 MW, balance are yet to declared due to Pending LTA operationalization.

Legal Completion” refers to under construction projects which are required to be commissioned
within 12 months. The update is basis on the position of current project execution.

2
 Improving counterparty profile from September 2022 to FY 24
As on 30-Sep-2022 6,724 MW FY 24 12,585 MW
15%

29%
Sovereign / Sovereign /
Sovereign Sovereign
equivalent equivalent
Sub sovereign Sub sovereign

71% 85%

6.724 MW capacity have been declared COD out of 8,155 MW, balance are yet to declared due to Pending LTA operationalization.

1C. Recent Developments

I. New Capacities commissioned of 1,755 MW:

▪ Commissioned a 390 MW wind-solar Hybrid power plant in May-22 at Jaisalmer,
Rajasthan. This plant is the first ever wind and solar hybrid power generation
plant in India.
▪ Commissioned 600 MW World’s largest co-located Wind-Solar Hybrid power
plant in Sep-22 at Jaisalmer, Rajasthan
▪ Commissioned third wind-solar Hybrid Power Plant of 450 MW at Jaisalmer,
Rajasthan. With this hybrid plant, AGEL now has the largest operational hybrid
power generation capacity of 1,440 MW.
▪ Commissioned Wind power plant of 325 MW, the largest in Madhya Pradesh
Kindly refer Snapshot of location Site as per Annexure 6

II. International Holding Company has invested USD 500 MN in AGEL

▪ Abu Dhabi based International Holding Company PJSC (IHC), through its
subsidiary, invested ~ USD 500 mn as primary capital in AGEL.
▪ This will be a long-term investment in India as the country is driving much
innovation globally, including the green energy sector.
▪ This enabled AGEL to deleverage the balance sheet, strengthen the credit rating
profile and support future growth.

III. Adani Green raises Japanese Yen denominated Refinancing Facility, Diversifies the
funding pool to raise long-term financing:
▪ AGEL through its subsidiary Adani Solar Energy AP Six Private Ltd, has raised
JPY denominated facility to refinance its existing indebtedness.
▪ The facility comprises JPY 27,954 million (USD 200 Mn equivalent) amortizing
project loan facility, assessing the 16 years debt structure with door-to-door
tenor of 10 years and average tenor of more than 8 years.

3
 IV. ESG Updates:
I. ESG Updates:
S.No. Particulars Update
Emission • During H1 FY23, 7.5 MN Ton CO2 (8.6 Mn ton in FY22) emission avoided by AGEL.
1
Prevented
• AGEL provided direct/ indirect job opportunities to 3,693 provided in FY22
2 Job opportunities
• Introduced Robotic module cleaning system, which doesn’t require any water and
Robotic Module semiautomatic module cleaning system, which reduces 46% of water
3
Cleaning System requirements.

• 648 MW solar plant at Kamuthi, Tamil Nadu becomes net water positive.
Net Water
• Other projects are under process of implementation for net water neutral. AGEL
4 Neutral Certified
targets to become net water neutral certified company for more than 200 MW
Company
single location plants by FY 24-25.
• Adopted a Technical Standard, developed in association with CII following IBBI
‘No Net Loss’ of Principles and IUCN Standard, to ensure ‘No Net Loss’ of biodiversity across all
5
Biodiversity plants.

• Achieved Sustainalytics ESG Risk Rating of ‘Low Risk’ with a score of 14.6, the
Sustainalytics best amongst key large global peers and significantly better than global industry
6
ESG Risk Rating average of 33.5

• CSRHub (Consensus ESG Rating) of 94 percentile, with consistent ranking above

Alternative Energy industry average.
o Scored 66/ 100 in DJSI-S&P Global Corporate Sustainability
Assessment, 2nd best in Indian Electric Utility sector and significantly
better than average World Electric Utility score of 38/ 100.
o MSCI assigned ESG Rating of ‘A’.
o AGEL achieved CDP 2021 score of ‘B’, surpassing the global, Asia and
renewable energy sector averages that reflects AGEL as ‘a company
taking coordinated action on climate issues’.
o AGEL received initial FTSE ESG score of ‘FTSE4Good’ leading to its
inclusion in the FTSE Russel’s ESG-focused indices.
o Corporate Social Responsibility (CSR):
▪ AGEL has formed a CSR Committee as one of its Governance
structure which monitors and undertakes Site-wise CSR
Corporate Social activities at all its project locations in support with the Adani’s
7 Responsibility Centralized CSR team at Group level.
(CSR) ▪ AGEL contributed INR 96 Mn towards CSR activities in FY 2021-
22.
▪ AGEL provides direct and indirect employment opportunities to
local communities Some of the key activities undertaken at
community level includes spends towards Education,
Sustainable Livelihood Development, Community Infrastructure
development, Environment Conservation, etc. Some of the key
activities includes Bench and table arrangement in local
schools, Solar streetlights, Local school repairs and new
buildings, furniture, IT setup, water filters and fans, Medicine
and equipment support to local hospitals and medical centers,
COVID relief activities in support with local medical centers,
compound wall and parking sheds at community centers or
hospitals, plantation of trees and deepening of local ponds,
canals, etc.

4
II. Awards and Recognition
▪ Project Finance International (PFI) recognized AGEL as “Global Sponsor of
the Year”. This is the first time that an Asian company won this award. This
award recognize AGEL as a key driver of energy transition which has set-up
a platform to implement 45 GW of renewable energy generation capacity by
2030. The award signifies global recognition of AGEL’s commitment in the
renewables sector and to larger climate goals. AGEL is the only Indian
company ever to win this award.
▪ AGEL wins the ‘Golden Peacock Award for Sustainability’ in Mar’22 in
Renewable Energy category.
▪ AGEL was recognized as ‘Renewable Energy Sponsor of the Year’ for Asia
Pacific by The Asset Sustainable Infrastructure Awards, 2022 for its
significant contribution globally towards the overall energy transition.
▪ AGEL’s US$1.35 Bn Construction Facility for financing 1,690 MW Hybrid
projects has been recognized as ”Portfolio Financing Deal of the year” by IJ
Global awards and “Renewable deal of the year” by Asia Pacific Loan Market
Association (APLMA).
▪ AGEL won CII’s Climate Action Program (CAP) 2.0 ‘Committed’ Award that
signifies identification of primary risk, GHG management, targets decided
and participatory culture at AGEL

III. Construction Philosophy

▪ As a matter of philosophy, AGEL de-risks it’s development in all phases of
Origination, Development & Construction. We identify resource rich land for
setting up renewable projects in advance. For instance, we have identified
over 2,00,000 acres of land, most of which is waste-land, across India to set-
up renewable projects. Similarly, we have a vendor relationship with over
20,000+ parties across India which ensures timely completion of the
projects we execute. We have de-risked our supply chain by having
relationships with Bloomberg Tier-1 module manufacturers, WTG & Inverter
suppliers etc. who have long-term tie-ups with us and in some case have
dedicated lines to manufacture equipment for our projects.
▪ All project development progress from conceptualization to commissioning
is monitored by a dedicated Planning Monitoring and Assurance Group
(PMAG) comprising of experts from all fields of Project Development.
▪ Further, we have de-risked our financing by diversifying the sources of
funding by tapping into USD bond market by raising to USD bonds. We have
tied up USD 1.64 bn revolving construction facility through construction
framework agreement under the ECB guidelines with international lenders.
▪ With the above-mentioned Construction Philosophy, AGEL has demonstrated
to Increase its Operational Portfolio.
▪ We have been able to operationalize a portfolio of ~ 8.1 GW up-to October
2022.

5
IV. Capital Management Philosophy

V. Technology Enabled Operational Excellence

▪ AGEL operating assets currently spread across 12 states and 66 locations.
i. Cluster based operating model enabling smooth governance and
efficient utilization of manpower and spares:
Personnel spread across Central office → Cluster teams → Site personnel

▪ ENOC driven Predictive Analytics leading to cost efficient O&M and high
performance
o Remote management of all sites from single location - to help rapid
scale-up of capacity
o Analytics platform from Italy based BAX Energy, which has connected
100+GW globally
o Cutting-edge advanced analytics cloud-based platform
▪ Provides predictive maintenance inputs reducing frequency of
scheduled maintenance and reduced mean time between failure
▪ Automatically recommends smart corrective actions in real time
reducing mean time to repair
▪ Detailed insights into plant and portfolio performance with access
across multiple devices /locations
▪ Backend machine learning and artificial Intelligence for
continuously improving insights

6
1D. Financial Performance
(All figures in INR Crore)

Revenue from Power Supply EBITDA from Power Supply

`
45% 2,435
2,396

`
52%
1,682
1,577

H1 FY22 H1 FY23 H1 FY22 H1 FY23

EBITDA % Cash Profit

93.1% 91.6% 1,281

`
48%

859

H1 FY22 H1 FY23 H1 FY22 H1 FY23

▪ Robust growth in revenues is driven by commissioning of 1,315 MW and

integration of SB Energy’s operating portfolio of 1,700 MW.

▪ Further, the state-of-the-art Energy Network Operation Center enables real time
monitoring of our entire renewable portfolio with information access to the
minutest level and automated alerts. With this analytics driven O&M approach,
the plant availability is maximized enabling higher electricity generation and
higher revenues. It also helps to curtail O&M costs in turn enabling high EBITDA
margins.

▪ The company hedged its 100% USD Bond exposure through Cross Currency
Swap (CCS) till maturity.
1. EBITDA from Power Supply = Revenue from Power Supply + Carbon credit income (part of Other Operating Income) + prompt payment
discount - Employee Benefit Expenses excluding overseas expenses – Other Expenses excluding loss on sale of assets and such one-
off expenses
2. Cash Profit = PAT + Depreciation + Deferred Tax + Exceptional Items + TOTAL Distribution (which is part of finance cost as per IndAS)

7
1E. Operational Performance

I. Performance of operational plants

The combined performance of operational portfolio on aggregate basis is as below:

Operational Capacity (in MW AC) Sale of Energy (in MN units)

6,724 6,618 448
5,410 ` 990 1,092
24%

`
67%
647 971 3,954
874
5,078
4,763 4,763
3,080

H1 FY22 H1 FY23 H1 FY22 H1 FY23

Solar Wind Hybrid Solar Wind Hybrid

6.724 MW capacity have been declared COD out of 8,155 MW, balance are yet to declared due to Pending LTA operationalization.
➢ Operational Capacity increases by 24% to 6,724 MW

• Commissioned 990 MW solar–wind Hybrid plants, India’s first and World’s largest, in
Rajasthan

• Commissioned 325 MW Wind Power Plant in Madhya Pradesh

➢ Sale of Energy increased by 67% to 6,618 mn units backed by robust capacity addition

8
 Solar Portfolio Performance

CUF (AC) PPA Sale of Energy (mn units)

23.2% 24.3%
5,078
65%

`
3,080

H1 FY22 H1 FY23 H1 FY22 H1 FY23

PPA Sale of Energy up by 65% on the back of:

- Increase in effective operating capacity with SB Energy operational portfolio (1,700
MW) performance integrated from Q3 FY21
- 110 bps improvement in CUF
Improved CUF performance backed by:
- Integration of SB Energy portfolio having CUF of 26.3% for H1 FY23
- Consistent high plant availability of 99.4%
- 80 bps improvement in grid availability to 99.2%
-
Wind
- 80 bps improvement in grid Portfolioto
availability Performance
99.2%
210 bps improvement
CUF (AC) in grid availability to 98.9%
PPA Sale of Energy (mn units)

40.7% 25% 1,092

874
`

36.6%

H1 FY22 H1 FY23 H1 FY22 H1 FY23

▪ Sale of Energy up by 25% on the back of Capacity increase from 497 MW 1 to 971 MW
YoY with the latest commissioning of 325 MW, (the largest in Madhya Pradesh), on
19 Sep 2022.
▪ The reduction in CUF is primarily due to one-off disruption in transmission line (force
majeure) for 150 MW plant in Gujarat. Excluding the aforesaid 150 MW plant, the
Wind portfolio CUF stands at a strong 41.0%. The impact of this event in Q2 FY23 is
expected to be ~ 0.4% of the expected annual generation of the overall operational
capacity.
1. This is excluding 150 MW assets which were then under acquisition for which revenue/ sale of energy was not accounted in
Q2 FY22 and have been integrated from Q1 FY23.

9
 1F. Summary of Covenants: Adani Green Energy Limited has achieved following ratios:
Summary of the Covenant (Trailing 12 Months)
Sr No Particulars Stipulated Mar-22 Sep-22
Cash Flow Coverage Ratio
1 > 1.10 2.90 2.64
(Refer Annexure: 1)
Net Senior Debt Sizing
2
(Refer Annexure: 2)
a) Discounted FCFE / Net Senior Debt
> 1.6 3.33 3.59
(times)
b) Net Senior Debt / Forecasted FCFE
<5 4.04 2.98
(times)
Consolidated Net Debt/ Run Rate
3 < 7.5 6.53 5.93
EBITDA (Refer Annexure: 3)

1G. PPA Customers undisputed receivable position as on 30-September-2022

(Rs. Cr)
121-180
Offtakers 0-60 days 61-120 days >180days Total
days
TANGEDCO 198 4 0 0 202
NTPC 158 0 0 0 158
SECI 162 0 0 0 162
KREDL 53 25 13 41 132
TSSPDCL 21 0 0 1 22
Others 257 6 8 28 299
Total 849 35 21 70 975
Note:
1. AGEL has received total payments of Rs. 717 Cr. from TANGENDCO and Rs. 85 Cr. from
Telangana State DISCOMs in H1 FY23. Further, Rs. 34 Cr. has been received from
TANGEDCO in October 2022.

2. AGEL has received a favorable order from APTEL for 288 MW Solar plants at Kamuthi,
Tamil Nadu that would result in one-time revenue upside of Rs. 568 cr and recurring
positive annual impact on revenue of ~ Rs. 90 cr. Once we start incorporating impact
of above revenue in books of accounts, financial performance and covenants shall
further improve.

3. MPPMCL and HESCOM have agreed to pay overdue receivable and Late Payment
Surcharge under The Electricity (LPS related matters) Rules, 2022 as notified on 3 rd
June 2022. Two installments in this regard have been received.

4. The above receivable does not include disputed receivable of Rs 138 Cr and Non-power
sale receivable of Rs 205 Cr.

10
 2. Information on Compliance Certificate and Its Workings

Dated: 27th December 2022

To:

CATALYST TRUSTEESHIP LIMITED (the “Security Trustee”)

THE BANK OF NEW YORK MELLON, LONDON BRANCH (the “Note Trustee”)

Note Holders for U.S. $ 750,000,000 Senior Secured Notes

From:

ADANI GREEN ENERGY LIMITED

Dear Sirs,
We refer to the Note Trust Deed. This is a Compliance Certificate given in respect of
the Calculation Date occurring on 27th December 2022. Terms used in the Note Trust Deed
shall have the same meaning in this Compliance Certificate.

The Certificate is based on the following documents:

1. Adani Green Energy Limited’s Consolidated and Stand alone for 12 months period ended
on September 30, 2022.

2. The Cash Flow Waterfall Mechanism as detailed in the Note Trust Deed

3. Working annexures

11
2A. Computation of Specified Operating Account Waterfall
We hereby make the Specified Operating Account Waterfall and distributable amount
Calculation.
Specified Operating Account Waterfall Calculation INR Cr INR Cr
01-Oct-2021 08-Sep-2021
Particulars to to
30-Sep-2022 31-Mar-2022
Opening cash balance (A) - -
Deposits in the Specified Operating Account
FCFE from Subsidiaries 1,351 766
Other Receipts / Income 129 55
Sub Total (B) 1,480 821
Withdrawals from the Specified Operating Account
Operating Expenses (13) (7)
Issue Expenses (59) (54)
Interest Service (339) (175)
Hedge Inflow 138 -
Investment in Hedge Reserve (350) (106)
Sub Total (C) (623) (342)
Funds available for distribution (A + B - C) 857 479
Funds Transferred to Development Capex Reserve (838) (474)
Net Cash Available for transfer to Distribution Account 20 5

We confirm that:

(a) in accordance with the workings set out in the attached Annexure 1, the Cashflow
Coverage Ratio for the Calculation Period ended on the relevant Calculation Date was
2.64:1.
(b) copies of the Accounts in respect of the Calculation Period is attached.
(c) as at the Calculation Date, the aggregate amount for transfer to our Distributions Account
in accordance with the Operating Account Waterfall is Rs 20 Cr.
(d) to the best of our knowledge having made due enquiry, no Default subsists.

12
2B. Details of Covenants
Adani Green Energy Limited has achieved following ratios:
Summary of the Covenant (Trailing 12 Months)
Sr No Particulars Stipulated Mar-22 Sep-22
Cash Flow Coverage Ratio
1 > 1.10 2.90 2.64
(Refer Annexure: 1)
Net Senior Debt Sizing
2
(Refer Annexure: 2)
a) Discounted FCFE / Net Senior Debt > 1.6 3.33 3.59
b) Net Senior Debt / Forecasted FCFE <5 4.04 2.98
Consolidated Net Debt/ Run Rate
3 < 7.5 6.53 5.93
EBITDA (Refer Annexure: 3)

Cashflow Coverage Ratio Discounted FCFE / Net Senior

Debt (times)
2.90
2.64 3.59
3.33

1.10 1.60

Minimum TTM Mar-22 TTM Sep-22 Minimum TTM Mar-22 TTM Sep-22
Stipulated Stipulated

Net Senior Debt / Forecasted Consolidated Net Debt /

FCFE (times) Run-Rate EBITDA
7.50
5.00 6.53
4.04 5.93
2.98

Maximum TTM Mar-22 TTM Sep-22 Maximum TTM Mar-22 TTM Sep-22
Stipulated Stipulated

Signed:
For Adani Green Energy Limited
(CIN: L40106GJ2015PLC082007)
VNEET S Digitally signed by
VNEET S JAAIN

JAAIN Date: 2022.12.27

12:53:39 +05'30'
_________________
Director
Encl:
1) Legal Form Compliance Certificate (Appendix 1)
2) Covenant Calculations and working annexure
3) Adani Green Energy Limited’s Consolidated and Stand alone for Financial Statements
12 months period ended on September 30, 2022.

13
 Appendix-1 Form of Compliance Certificate
To: Catalyst Trusteeship Limited
810, 8th Floor, Kailash Building,
26, Kasturba Gandhi Marg,
New Delhi –110001

The Bank of New York Mellon, London Branch

One Canada Square, London E14 5AL,
United Kingdom

From: ADANI GREEN ENERGY LIMITED

Dated: 27th December 2022

Dear Sirs

ADANI GREEN ENERGY LIMITED – Common Terms Deed dated 8th September 2021 (the
“Common Terms Deed”)

We refer to the Common Terms Deed. This is a Compliance Certificate given in respect of the
Calculation Date occurring on 30 September 2022. Terms used in the Common Terms Deed
shall have the same meaning in this Compliance Certificate.

We confirm that:

(a) as at the Calculation Date:

i) the aggregate amount received by us from the Operating Entities and the Operating
Projects for the Calculation Period ending on the Calculation Date in accordance
with paragraph 2(n)(i) (Cash Flows from Operating Entities) of Schedule 3
(Undertakings) is INR 1,480 Crores; and

ii) we have deposited all such amounts into the Specified Operating Account;

(b) as at the Calculation Date, the aggregate cash balance in our Specified Operating
Account is INR 20 Cr;

(c) in accordance with the workings set out in the attached Annexure 1, the Cash Flow
Coverage Ratio for the Calculation Period ended on the Calculation Date was 2.64:1;

(d) in accordance with the workings set out in the attached Annexure 2, as at the
Calculation Date, the aggregate amounts set out under paragraphs 4(b)(i) and 4(b)(ii)
(Net Senior Debt Sizing) of Schedule 3 (Undertakings) are 3.59 and 2.98, respectively;

(e) we confirm that no Sweep Event has occurred;

(f) in accordance with the workings set out in the attached Annexure 3, the Consolidated
Net Debt to Run-Rate EBITDA Ratio for the Calculation Period ended on the Calculation
Date was 5.93:1;

14
(g) we are in compliance with the Hedging Policy;

(h) all withdrawals or transfers to the Distribution Account from our Specified Operating
Account made by us during the Calculation Period ending on the Calculation Date have
been made in compliance with the Operating Account Waterfall as at the Calculation
Date;

(i) the last available annual ESG report is attached at Annexure 4

(j) 6,618 Mn units have been generated during H1 FY23 (Refer page no. 7 above); and

(k) to the best of our knowledge having made due enquiry, no Default subsists.

Signed:

Authorised Signatory

Digitally signed
VNEET byJAAIN
VNEET S

S JAAIN Date: 2022.12.27

12:53:56 +05'30'

Adani Green Energy Limited

15
 Appendix-2 Form of Certificate of Directors
The Bank of New York Mellon, London Branch (the “Note Trustee”)
One Canada Square London
E14 5AL United Kingdom
Attention: Global Corporate Trust – Adani Green Energy Limited / Project Avengers

with a copy to:

The Bank of New York Mellon, Singapore Branch One

Temasek Avenue
#02-01 Millenia Tower
Singapore 039192
Attention: Global Corporate Trust – Adani Green Energy Limited / Project Avengers

27th December 2022

Dear Ladies and Gentlemen,

ADANI GREEN ENERGY LIMITED

(Incorporated in the Republic of India with limited liability)
U.S.$750,000,000 4.375 per cent. Senior Secured Notes due 2024

In accordance with Clause 6.5 of the note trust deed dated 8 September 2021 (as
amended and/or supplemented from time to time, the “Note Trust Deed”) made between
(1) Adani Green Energy Limited (the “Issuer”) and (2) the Note Trustee, we, as Directors of
the Issuer, hereby confirm that, having made all reasonable enquiries, to the best of the
knowledge, information and belief of the Issuer that as at date not more than five days
before the date of this certificate (the “Certification Date”):

(a) as at December 27, 2022, no Event of Default or Potential Event of Default had
occurred since September 8, 2021.

(b) from and including September 8, 2021 to and including December 27, 2022, the
Issuer has complied in all respects with its obligations under the Note Trust Deed
and the Notes.

Terms not defined herein shall have the same meanings as provided in the Note Trust
Deed and the Common Terms Deed.
Yours faithfully

By: VNEET S VNEET S JAAIN

Digitally signed by

Name: JAAIN
Date: 2022.12.27
12:54:06 +05'30'

Director / Authorised Signatory

Adani Green Energy Limited
SAGAR Digitally signed by
SAGAR RAJESHBHAI
By: RAJESHBHA ADANI
Date: 2022.12.27
Name: I ADANI 12:54:13 +05'30'

Director / Authorised Signatory

Adani Green Energy Limited

16
 Annexure 1

Workings for calculation of Cash Flow Coverage Ratio

Amount in INR Cr Reference

For the period
Particulars
01-Oct-2021 to
30-Sep-2022
“Cash Flow Coverage Ratio” means, for the trailing 2.64
12-month period ending on the relevant
Calculation Date, the ratio of
a) “Cash Flow Available for Debt Service” 1,408
means, in respect of any period, FCFE
deposited into the Specified Operating
Account, less Operating Expenses which
have been paid from the Specified
Operating Account
b) the sum of scheduled principal repayment 532 Note v of
(to the extent not refinanced, prepaid or Annexure-5
repaid, and/or marked for refinancing)
adjusting, if applicable, any opening cash
carried forward from the previous
Calculation Period in the Accounts (other
than the Senior Debt Service Reserve
Account), interest payments to Senior
Creditors and payments of any Costs (of a
recurring nature) to Senior Creditors in
relation to Senior Debt due or accrued
during that period and where such Senior
Debt is denominated in a currency other
than INR the relevant amounts shall be
calculated at the rate at which such Senior
Debt is hedged under any Hedging
Agreement

17
 Annexure 2
Workings for calculation of Net Senior Debt Sizing
Amount in INR Cr Reference
As on
Particulars
30th September
2022
“Net Senior Debt” means the total Senior Debt of the 5,842 Note vi of
Issuer less any amounts held in the Specified Operating Annexure 5
Account, the Senior Debt Service Reserve Account, the
Senior Debt Restricted Amortisation Account, the Senior
Debt Redemption Account, the Senior Debt Restricted
Reserve Account and the Debenture Liquidity Account.
“Discounted FCFE” means the net present value of FCFE 20,982 As per
(calculated in good faith by the Issuer on the basis of a below table
capacity utilisation factor of P-90 with respect to each
Operating Entity and the Operating Projects, as the case
may be) for the Discounted FCFE Period, discounted at
the weighted average cost of the total amount of Senior
Debt outstanding on each date on which such calculation
is made.
“Forecasted FCFE” means, as at any given Calculation 1,961
Date, the forecast of FCFE of the Operating Entities and
the Operating Projects for the period from such
Calculation Date until the date falling 12 months
thereafter, as determined by the Issuer in good faith on
the basis of a capacity utilisation factor of P-90 with
respect to each Operating Entity and Operating Projects,
as the case may be.
(i) Discounted FCFE / Net Senior Debt (times) 3.59

(ii) Net Senior Debt / Forecasted FCFE (times) 2.98

Discounted FCFE calculation: (Amount in INR Crores)

Year 1 2 3 4 5
Mar-23 Mar-24 Mar-25 Mar-26 Mar-27
Year ending
(6 Months)
FCFE 976 2,555 3,557 2,956 3,382
Cost of Debt 10.00% 10.00% 10.00% 10.00% 10.00%

Year 6 7 8 9 10
Year ending Mar-28 Mar-29 Mar-30 Mar-31 Mar-32
FCFE 3,216 3,234 3,279 3,286 3,300
Cost of Debt 10.00% 10.00% 10.00% 10.00% 10.00%

NPV Factor 10.00%

NPV of FCFE 20,982

18
 Annexure 3

Workings for calculation of Ratio Consolidated Net Debt of Run Rate EBITDA

INR Cr Reference
Particulars
Oct 21 to Sep 22
Consolidated Net Debt to Run Rate EBITDA (A / B) 5.93

Consolidated Net Debt (A) 40,553

as of any date of determination, the total Finance Debt of 51,279 Note ii of
the Issuer on a consolidated basis, to the extent appearing Annexure 5
as a liability upon a balance sheet (not including any
amounts appearing solely in the footnotes thereto) of the
Issuer prepared in accordance with Ind AS, plus any
corporate guarantees provided by the Issuer pursuant to
clauses (g)(i) and (ii) of the definition of Permitted Finance
Debt (without duplication), less:
a) any uncrystallized liabilities under any Hedging -
Agreement;
b) cash and cash equivalents held by the Group (including, (4,543) Note iii of
for the avoidance of doubt, any amounts held in any Annexure 5
debt service reserve and/or any debt redemption
accounts required to be maintained by any Group
member);
c) Trade Instruments and Credit Lines constituting (2,168) Schedule
performance bonds, advance payment bonds, bank 14A and 14B
guarantees or documentary letters of credit (and any of Consol.
acceptances thereof) issued in respect of the Financials
obligations of any member of the Group to the extent
appearing as a liability upon a balance sheet (not
including any amounts appearing solely in the
footnotes thereto) of the Issuer
d) Strategic Investor Indebtedness (4,013) Schedule
e) any Sponsor Affiliate Debt and indebtedness of other (3) 14A of
members of the Group to Affiliates of the Issuer Consol.
Financials
Run-Rate EBITDA (B) 6,844
(a) the earnings before interest, tax, depreciation and 4,663 Note i of
amortisation of the Issuer on a consolidated basis for Annexure 5
the relevant trailing 12-month period, being the
aggregate of the Issuer’s consolidated profit/(loss)
before tax, depreciation and amortisation expense and
finance costs, plus
in respect of any Subsidiary of the Issuer that, as at any
given Calculation Date, has achieved its commercial
operations date for a period of less than 12 months or
has been acquired by the Issuer for a period of less than
12 months, such Subsidiary’s profit/(loss) before tax,
depreciation and amortisation expense and finance

19
 costs for the period for which it has been commercially
operational or for which it has been acquired plus
(b) for the remainder of such 12-month period, the forecast 2,181 Note i of
profit/(loss) before tax, depreciation and amortisation Annexure 5
expense and finance costs of such Subsidiary prepared
by the management thereof, as calculated in
accordance with Ind AS and set out in the most recent
consolidated Financial Accounts delivered to the
Security Trustee and each Representative who is a
Party (other than the Account Banks).

20
 Annexure 4
Details of use of proceeds

Carbon dioxide
emission
avoidance
Amount % of amount Renewable
Capacity (in t CO2) /
Project type allocated for financing / energy
(MW) emission
(Rs Crs.) refinancing generated*
avoidance for
Green House
Gases*
Solar Projects 3,150 3,668 100% for Nil Nil
Financing
Wind Projects 750 935 100% for Nil Nil
Financing
Hybrid Projects 600 895 100% for Nil Nil
Financing
Total 4,500 5,498 Nil Nil

We confirm that the use of proceeds of Bond is in alignment with the Green Financing
Framework.

*Projects where the proceeds have been allocated are at various level of construction phase,
hence energy generated / CO2 avoidance units are nil.

ESG Report for 2021-22 attached via below link.

AGEL ESG Report

2021-22.pdf

https://www.adanigreenenergy.com/-
/media/Project/GreenEnergy/Sustainability/latest-
report.pdf?la=en&hash=E7175B216211DEBB1E073A40B213FD0A

21
 Annexure 5
Working Notes (Trailing 12 months ended 30th September 2022)
i Run-Rate EBITDA Rs Cr Reference
A. EBITDA as per financials
Consolidated Profit before Tax 641 Consol P&L
add:
Depreciation and Amortization 1,112 Consol P&L
Finance costs 2,437 Consol P&L
Add: Foreign exchange fluctuation and derivative (gain)/ loss from 473 Schedule 23
Non-financing activities (Regrouped to Finance Cost) of FS
Total A 4,663

B. EBITDA for projects commissioned / Acquired not forming part 2,181

of above A

Grand Total 6,844

ii Consolidated Gross Debt Rs Cr Consol FS

Reference
Non-Current Borrowings 45,071 Schedule
14A
Current Borrowings 6,208 Schedule
14B
Total 51,279

iii Cash and Cash Equivalent Rs Cr Consol FS

Reference
Balances held as Margin Money or security against borrowings 2,337 Schedule 5
Current Investments 762 Consol BS
Cash and Cash Equivalents 256 Schedule 9
Bank balances 1,188 Schedule 10
Total 4,543

iv Consolidated Net Debt Rs Cr Consol FS

Reference
Consolidated Gross Debt 51,279 As above
Less:
(i) Cash and cash Equivalent (4,543) As above
(ii) Trade Credit from Banks (Trade Instruments) (2,168) Schedule
14A and 14B
(iii) Loan from Related party (Sponsor affiliated debt) (3) Schedule
14A
(iv) Staple Instrument (Strategic Investor Indebtedness) (4,013) Schedule
14A
Consolidated Net Debt 40,553

22
v Finance Costs (attributable to the senior secured lenders) from 01-Oct-21 to 30-Sept-22
Rs Cr Standalone
Particulars
FS Ref.
Finance Cost (A) 864 Schedule 23
Add: Foreign exchange fluctuation and derivative (gain)/ loss
from Non Financing Activities (Regrouped from other Expense) 226 Schedule 24
(B)
Total Finance Cost (C = A+B) 1,090
Less: Interest towards related party and other finance cost not Management
(557)
accounted for senior debt. (D) workings
Net Finance Costs (attributable to the senior secured lenders)
532
(E = C-D)

vi Standalone Net Senior Debt Rs Cr

Senior Secured (USD 750 MN Bond) 6,060
Senior Unsecured 500
Add: Derivative Liabilities / (Assets) (86)
Gross Senior Debt 6,474
Less:
Amount held in Senior Debt Service Reserve Account (258)
Amount held in Hedge Reserve (355)
Amount held in Specified Operating Account (20)
Net Senior Debt 5,842

23
 Annexure 6
390 MW Hybrid Project - India’s First Wind Solar Hybrid Project

24
600 MW Hybrid Power Project, Rajasthan

25
Wind power plant of 325 MW, the largest in Madhya Pradesh

26
wind-solar Hybrid Power Plant of 450 MW, Rajasthan

27