Press Release

Renew Power Private Limited June 1, 2021

Ratings Amount Facilities Rating1 Rating Action (Rs. crore) Long Term Bank Facilities - - Withdrawn@ 0.00 Total Bank Facilities

CARE A+ (CWD) (Single A Plus) Non Convertible Debentures 250.00 (Under Credit watch Assigned with Developing Implications ) 250.00 Total Long Term Instruments (Rs. Two Hundred Fifty Crore Only) Details of instruments/facilities in Annexure-1 @CARE has withdrawn the rating assigned to the Bank facilities of Renew Power Private Limited with immediate effect, as the company has repaid the term loan earlier outstanding at Rs. 330 crores in full and there is no amount outstanding under the loan as on date.

CARE has placed the ratings assigned to the instrument of Renew Power Private Limited (RPPL) on ‘Credit watch with developing implications’ on account of Renew Power Private Limited (RPPL) entering into a definitive business combination agreement with RMG Acquisition Corporation II (RMG II) along with fully committed private placement of common stock which is expected to be anchored by marquee institutional investors. The combined transaction would lead to anticipated gross proceeds of around USD 1.2 billion (~Rs.8711 crore) out of which anticipated net proceeds in RPPL are expected to be around USD 610 million (~Rs.4428 crore) which shall be utilised partially to pay down debt and partially as growth capital. However, the exact details of the usage of USD 610 million are still not available. The said transaction would likely provide partial exit to some of the existing investors. Completion of the transaction is subject to closing conditions, including approval from the Competition Commission of (CCI) and of the stockholders of RMG II. Upon closing of the transaction, the combined entity would be listed on the NASDAQ. The transaction is expected to close by Q3CY22 (refers to the period July-2021 to September-2021), subject to approval by RMG shareholders and other customary closing conditions, including the proxy statement/prospectus being declared effective by the Securities and Exchange Commission (SEC). CARE would continue to monitor the developments and would take a view on the credit rating when the exact implications of the above are conclusive and clear.

The ratings assigned to the instrument of Renew Power Private Limited (RPPL) take into account the company’s experienced and resourceful promoters with single largest equity stake held by the Goldman Sachs group (48.62%) along with other key reputed investors including Canada Pension Plan Investment Board (CPPIB; 16.22% stake), Abu Dhabi Investment Authority (ADIA; 15.92% stake) and Jera Power (9.06% stake) and GEF SACEF (3.26% stake), its demonstrated track record of raising significant amounts of equity capital at regular intervals, its experienced and qualified management with a proven track record of successfully setting up and operating wind and solar power projects in India, the company’s position as one of the largest player in the renewable power segment in India with a diversified project portfolio with commissioned capacity of 5.70 GW as on April 2021 having satisfactory operational performance (barring FY21 wherein all wind projects generation levels have been negatively impacted owing to lower wind availability pan-India). The ratings also derive comfort from the long-term revenue visibility arising out of long-term power purchase agreements (PPAs) for operational capacity of the group under various subsidiaries, around 37% of commissioned capacity selling power to stronger off-takers and comfortable liquidity profile at both standalone and consolidated levels. The company has strategy to maintain adequate liquidity specifically to meet any contingencies in its operational projects. The ratings are, however, constrained by counterparty credit risks with around 63% of operational capacity tied up under long- term PPAs with various state utilities having relatively moderate to weak financial profile, ongoing regulatory uncertainty for based projects (around 14% of aggregate operational capacity), refinancing risk in the near to medium term pertaining to the corporate bonds, various NCDs and bank facilities issued at RPPL and SPV levels, short-to-medium track-record

1Complete definition of the ratings assigned are available at www.careratings.com and other CARE publications 1 CARE Ratings Limited

Press Release of operations of a significant portion of the operational capacity, regulatory and policy risk, interest rate fluctuation risk and dependence on climatic conditions for power generation. The ratings are also tempered by RPPL’s significant expansion plans which include sizeable under construction/implementation capacity, group’s decision to foray into other allied power businesses including solar module manufacturing, wind turbine manufacturing, distribution etc. leading to sizeable capital requirement as well as exposure to inherent project implementation and stabilization risks. Some of the risks related to installation of solar and wind capacity are mitigated by the satisfactory track record of raising funds by RPPL, and relatively short execution cycle of setting up projects. However, some of the under-construction pipeline include storage part also which shall implement additional component of batteries which has very limited track record in India so far. Progress of new ventures would remain a key rating monitorable.

Rating Sensitivities Positive Factors - Factors that could lead to positive rating action/upgrade:  Significant improvement in capital structure of the company leading to overall gearing ratio of less than 3.0x at consolidated levels via either through fresh equity infusion and/or partial reduction of debt.  Improvement in receivable cycle at a consolidated level with debtor cycle less than 180 days on sustainable basis.

Negative Factors- Factors that could lead to negative rating action/downgrade:  Significantly lower than envisaged CUF/PLF levels for various operational projects on consolidated level leading to deterioration in debt coverage indicators.  Any adverse outcome on PPA renegotiation taken up by the Andhra Pradesh Government including significant reduction in contracted tariff and/or unilateral cancellation of PPAs by AP Discom.  Delay or inability of the company in timely refinancing of NCDs and bonds.  Inability or delay in equity raising as envisaged for meeting requirements of under-implementation projects  Deterioration in capital structure of the company leading to increase in overall gearing ratio above 4x.  Any change in philosophy of the group of maintaining unencumbered cash at the group level at any point of time and change in philosophy of the group for supporting project SPVs.

Detailed description of the key rating drivers Key Rating Strengths Experienced and resourceful promoters, majority shareholding held by strong investors: RPPL is engaged in renewable power generation business, mainly through its wholly-owned/majority-owned SPVs. Mr. Sumant Sinha, Founder & CEO of RPPL is well-qualified and has more than two decades of experience in leadership roles across various organizations. The Goldman Sachs group, through its investment arm, GS Wyvern Holdings Limited (GSH), has been making significant equity investment in RPPL since FY12 and is the single largest shareholder. Subsequently, other reputed investors such as Asian Development Bank (ADB), South Asia Clean Energy Fund (SACEF), Abu Dhabi Investment Authority (ADIA, through its arm Green Rock A 2014 Ltd), JERA Power and Canada Pension Plan Investment Board (CPPIB) have made significant investments and also GSH has participated in further rounds of equity fund raising by the company. In March 2018, CPPIB invested USD 391 million (Rs.2545 crore) making it the second largest shareholder of RPPL after GSH.

One of the largest players in the renewable power segment in India with well-diversified portfolio: The company has expanded its capacity significantly to become one of the largest renewable energy company in India. As on April 2021, RPPL has operational capacity of around 5.70 GW (63% - Wind, 37% - Solar), all of which have tied up under PPA ranging from 10 years to 25 years. Recently, the group successfully monetized 300 MW of solar operational asset located in the state of . In addition, the company has around 4.06 GW of power projects under implementation or in various stages of planning. Post commissioning of currently under implementation capacity of ~4.06 GW, RPPL will have an operational capacity of around ~9.8 GW (53% - Wind, 47% - Solar) over a period of next 1-2 years. Also, in terms of location of the operational projects, the company is diversified with strong presence across 8 states. Also, the company is providing power to a diversified set of off-takers including various state discoms having moderate to weak financial risk profile, though the risk is mitigated to an extent from diversification with no single off-taker having more than 14% share in operational capacity as on April 2021. Further, post commissioning of the entire 4.06 GW pipeline, exposure towards state PPAs is expected to decrease significantly as under construction projects largely have SECI as counterparty.

Successful track record of commissioning and operating projects in India, wind projects impacted in FY21 owing to low wind availability: Despite a rapid scale up of capacity, the company has been able to complete majority of the projects in a timely manner. As on April 2021, projects having more than 2 years of operational track record stood at around 78% (65% as on January 2020) of total operational capacity. Although a significant portion of the capacity has short to medium track record of operations, the

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Press Release operational track record has largely been satisfactory, so far barring in FY21 wherein operational performance for all wind projects have been impacted owing to lower wind availability across all windy states in India. Improvement in wind patterns, going forward, would be a key monitorable.

Long-term revenue visibility for operational capacity: As on April 2021, RPPL has operational projects having aggregate capacity of around 5.70 GW. Majority of the operational capacity is tied up under long-term PPAs ranging between 10 and 25 years, at fixed tariffs, with majority (88%) of the PPAs having tenor of 20-25 years with few projects (12%) having 10-15 years PPA, at fixed tariffs, which provides long-term revenue visibility for majority of the portfolio. For short term PPAs timely renewal / signing of PPAs at a tariff without impacting the consolidated financial risk profile of the company will be crucial.

Moderately comfortable financial risk profile: RPPL has a moderately comfortable financial profile owing to long-term revenue visibility along with adequate liquidity built- up. Overall gearing ratio decreased and stood at 3.50x on consolidated level as on March 31, 2020 (3.76x as on March 31, 2019). Further, at standalone level overall gearing decreased and stood at 0.83x as on March 31, 2020 (1.04x as on March 31, 2019). Primary reasons for decrease in overall gearing was fresh equity infusion of USD 300 million (~Rs.2100 crore) in June 2019 by existing investors. Performance during H1FY21 has been affected negatively on account of lower performance of operational wind projects. A prominent reason for the decline was the unseasonable and sharp reduction in wind speeds in resource-rich states (, , Karnataka and ), leading to reduction in wind generation in H1FY21 as compared to H1FY20.

Industry Outlook Wind With the great thrust from the government, there had been significant wind power capacity additions in FY17 under the feed- in tariff mechanism. Since then, there has been muted wind power generation capacity additions as we migrated from feed- in-tariff mechanism to competitive bidding mechanism on the back of significantly lower tariff discovered in competitive bidding, weak financial health of majority WTG manufacturers, large variations in wind power generation vis-à-vis estimates, significant payment delays by state Discoms with instances of backing down wind projects in high wind seasons and lastly on an average ~40% decline in wind power generation across the country in FY21 on y-o-y basis. Wind power projects benefit from established track record of technology in India, improved generation from technological advancements, faster and modular nature of implementation, long-term revenue visibility with long term off take arrangements at a fixed tariff, minimal O&M requirements, tariffs comparable to conventional power generation, must run status of these projects and greater investor interest due to ESG compliance features with attractive returns. However, there are concerns like increased difficulties in land acquisition, limited availability of good wind sites, inadequate grid connectivity on account of poor evacuation infrastructure, erratic nature of generation, regulatory haze in terms of renegotiation of tariff in concluded PPAs, cancellation of concluded auctions on the back of declining tariffs, significant payment delays by few state Discoms on the back of weakening of their financial risk profile, increased difficulties in debt tie-up. Overall, positive and negative developments in the sector counterbalance each other, thereby resulting in a stable outlook. Going forward the key monitorables would be wind power generation in upcoming high wind season, ability of WTG manufacturers to deliver the committed level of generations with new machines, project implementation risks associated with innovative concepts like wind-solar hybrid projects and off-shore wind projects, developments in claim of off-takers for renegotiation of PPAs, financial health of Discoms and effect of second wave of Covid pandemic over wind capacity additions.

Solar With the great thrust from the government, there had been significant solar power capacity additions in the last 5 years. However, capacity additions remained muted during last three years ended FY21 on the back of imposition of safeguard duty on import of solar cells & modules w.e.f. July 2018 for two years, which was later extended till July 2021, roll out of GST, attempts to renegotiate tariffs for concluded PPAs, cancellation of multiple concluded auctions on the back of declining tariffs and Covid-19 pandemic induced lockdown. However, capacity additions picked up from June 2020 onwards and with large amount of already bidded out capacity, large capacity additions are expected in FY22 & FY23. Solar projects have relatively lower execution risks, long-term revenue visibility with long term off take arrangements at a fixed tariff, minimal O&M requirements, stable power generation, distribution of solar capacity across many states, lower tariffs compared to conventional power generation, must run status of these projects, greater investor interest due to ESG compliance features with attractive returns. However, there are concerns like increased difficulties in land acquisition, inadequate grid connectivity on account of poor evacuation infrastructure, evolving technology advancements with limited satisfactory operational track record in India, very high dependence on imported solar cells and modules, regulatory haze in terms of renegotiation of tariff in concluded PPAs, weak financial risk profile of Discoms with significant delays in payment by

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Press Release few state Discoms, increased difficulties in debt tie-up etc. Overall, positive and negative developments in the sector counterbalance each other, thereby resulting in a stable outlook. Going forward the key monitorables would be prices of solar modules, performance of the modules in Indian conditions, technology advancements, effectiveness of BCD regime & PLI scheme to boost domestic solar cell and module manufacturing, project implementation risks associated with innovative concepts like wind-solar hybrid projects, battery storage solar projects and pumped storage solar projects, developments in claim of off-takers for renegotiation of PPAs, financial health of Discoms, capacity additions of rooftop solar and effect of second wave of Covid pandemic over solar capacity additions.

Key Rating Weaknesses Counter party credit risks, regulatory uncertainty in the state of AP for all the wind and solar power projects selling power to AP Discoms: Energy Department, Government of AP, vide an order dated July 1, 2019, formed a High-Level Negotiation Committee (HLNC) to negotiate and bring down the cost in all high-priced wind and solar power purchase agreements. As per the order, HLNC had to submit a report to the state government within 45 days from the order. Post this order, on July 12, 2019, AP discoms sent letter to all wind and solar power projects operational in AP to revise tariff to Rs.2.43/unit for wind power plants and Rs.2.44/unit for solar power plants. The AP matter resolution is still pending due to delay in court hearings owing to Covid-19 pandemic. AP Discom has cleared invoices till September 2020, though these payments have been released at interim tariff of Rs.2.43/kWh (wind projects) and Rs.2.44/kWh (solar projects) in-line with AP High Court order. There has been a build-up of debtors for RPPL and the debtor position is expected to remain elongated till the time the tariff renegotiation situation is fully resolved. Also, payment pattern of AP discoms is expected to remain erratic till the time tariff related issues are fully resolved. Total outstanding receivables saw an increase from Rs.1923.30 crore as on March 31, 2019 (operational capacity of 4.30 GW) to Rs.2607.10 crore as on March 31, 2020 (operational capacity of 5.45 GW) partly due to erratic payment pattern of state discoms and partly due to increase in operational capacity. The same have further increased to around Rs.3019.38 crore as on March 31, 2021 primarily due to delays from state discoms including AP, Maharashtra, MP and though Telangana discoms has released some bulk payments post March 2021. Since the company’s SPVs are selling a significant portion of power to the state distribution utilities having moderate to weak financial risk profile, it is exposed to the credit risk associated with exposure to state distribution utilities. However, the risk is mitigated to an extent due to diversification in terms of off-takers. Additionally, significant amount of under implementation capacity have PPAs with relatively stronger counterparties (SECI, NTPC and GUVNL) which will lead to increase in overall exposure from currently around ~37% to more than 60% of operational capacities to such counterparties where payment track records have been relatively better. Going forward, company plans to increase participation in tenders having relatively stronger counterparties (SECI, NTPC, GUVNL etc.). Nevertheless, timely receipt of payments from the various off-takers would be critical from cash flow perspective.

Refinancing risks, though built-up of some track record of successful refinancing: Apart from availing debt in Indian markets, the group has also raised funds through international markets providing diversification in source of funding. However, majority of such fund raising have been done under non-amortizing bullet repayment structures with medium term tenure ranging between 3-7 years exposing the company to refinancing risks. The company has raised aggregate funds of USD 2645 million (~Rs.19,156 crore) under six international bonds which are maturing in phases over the next 7 years leading to requirement of timely refinancing of the same. Additionally, company has some domestic debt in the form of term debt and NCDs aggregating to around Rs. 3077.50 crore which needs to be either refinanced or repaid over a period of next 3 years. However, recently the company has successfully refinanced the Masala Bond which was issued in 2017 and was coming up for redemption in Feb 2022. The company has been able to refinance the same at significantly lower ROI through a 6-year USD bond with partial amortizing structure thereby reducing refinancing risk to some extent. Significant part of the facilities raised as mentioned above are backed by project cash flows and will have a significant tail period which provides some comfort. Nevertheless, timely refinancing of the corporate debt, NCDs and international bonds along with raising of additional funds for under implementation capacity without significantly impacting the capital structure will be crucial. Also, since large number of instruments have been raised in international markets, global macroeconomic environment would be key in achieving timely refinancing of the same.

Large expansion plans: As on April, 2021, the company had under implementation capacity of around than 4.06 GW, including recently won Round the clock project under storage tender (which will require installation of storage capacity with an appropriate renewable energy generation capacity). However, the group have an operational capacity of 5.70 GW as on April 2021 which will generate internal cash accruals over the years and thus provides additional flexibility to the group for meeting equity requirements.

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Nonetheless, the company’s future expansion plans will result in significant requirement of funds, for which the company would be dependent upon fund raising from various investors (existing and new) and capital markets (domestic and international).

Interest rate fluctuation risk, regulatory and policy risk: RPPL is exposed to increase in interest rate going forward, due to fully floating nature of interest on various bank facilities availed by RPPL and its SPVs, though around ~63% of the borrowing (largely from international markets) has fixed rate of interest till maturity ranging between 3-7 years which provides partial comfort. Also, there are concerns in the renewable energy sector in India like delays in land acquisition, imposition of Basic Customs Duty/Safeguard Duty (though the same is pass through in majority of the contracts) on import of solar modules and lack of stricter RPO enforcement by the state regulators which may impact the operational as well as under implementation capacities of the group, going forward. Also, RPPL operates wind and solar power projects under various state and national level schemes with presence across various states in India including AP, MP, Telangana, Gujarat, Karnataka, Maharashtra, and Tamil Nadu. This exposes the company to uncertainties and unfavourable changes in policies across various states.

Susceptibility of operating performance to variability in wind patterns and climatic conditions: Wind projects are exposed to inherent risk of weather fluctuations leading to variations in the wind patterns which affect the PLF (as seen in FY21). The company has also forayed in the solar power segment. Achievement of desired solar power generation would be subject to change in climatic conditions, amount of degradation of modules as well as technological risks.

Liquidity: Adequate The group’s liquidity is adequate with unencumbered cash & bank balance of around Rs.3131.50 crore at consolidated levels and around Rs.1133.80 crore at standalone level as on March 31, 2021 (exclusive of DSRA and margin money). The company has sanctioned working capital short-term loans aggregating Rs.800 crore out of which Rs.348 crore is unutilized as on March 2021. The company had nil outstanding CPs as on March 2021. GCA for FY21 and FY22 is projected to be around Rs.1568.20 crore and Rs.2535.56 crore as per base case assumptions as against total debt repayment of Rs.1165.00 crore and Rs.1286.94 crore during the same period (assuming refinancing wherever bullet repayments are there).

Analytical approach: Consolidated. List of all the companies getting consolidated under RPPL are shown in Annexure IV.

Applicable Criteria CARE’s methodology for Infrastructure sector ratings Criteria on assigning Outlook and Credit Watch to Credit Ratings Rating Methodology: Solar Power Projects Rating Methodology: Wind Power Projects CARE’s methodology for private power producers Financial Ratios – Non-Financial Sector Liquidity Analysis of Non-Financial Sector Entities CARE’s Policy on Default Recognition Rating Methodology: Consolidation

About the Company Renew Power Private Limited (RPPL), founded by Mr. Sumant Sinha in 2011, and is engaged in renewable power generation business (wind and solar power). While the majority of the projects are under special purpose vehicles (SPVs) which are its wholly-owned/majority-owned subsidiaries. In FY12, Goldman Sachs group, through its investment arm, GS Wyvern Holdings Limited (GSH), invested US$ 250 million of equity funds in RPPL. Subsequently, other investors, Asian Development Bank (ADB), South Asia Clean Energy Fund (SACEF), Abu Dhabi Investment Authority (ADIA), Jera Co. Inc (Jera) Canada Pension Plan Investment Board (CPPIB) have made significant investment and also GSH has participated in further rounds of equity fund raising by the company. GSH holds majority stake in the company, while other investors and Mr. Sumant Sinha are minority shareholders. Also, in March 2018, RPPL completed the acquisition of Ostro’s 1.1 GW renewable portfolio (Actis backed renewable energy platform). As on April, 2021 with the commissioned renewable power capacity of around 5.70 GW spread over Gujarat, Maharashtra, Rajasthan, , Andhra Pradesh, Telangana and Karnataka states, the company has established itself as one of the largest renewable energy players in India. Also, the company has a large pipeline of under implementation and planned projects in both solar and wind power segments aggregating more than 4.06 GW.

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Brief Financials (RPPL - Standalone) (Rs. crore) FY19 (A) FY20 (A) Total operating income 849.40 1313.80 PBILDT 594.60 1035.50 PAT 5.40 -261.90 Overall gearing (times) 1.04 0.83 Interest coverage (times) 1.04 1.19 A: Audited

Brief Financials (RPPL - Consolidated) (Rs. crore) FY19 (A) FY20 (A) Total operating income 4782.00 5,275.50 PBILDT 4172.70 4,441.10 PAT 103.00 -502.60 Overall gearing (times) 3.76 3.50 Interest coverage (times) 1.56 1.40 A: Audited

Status of non-cooperation with previous CRA: Not Applicable Any other information: Not Applicable

Rating History for last three years: Please refer Annexure-2 Covenants of rated instrument / facility: NA Complexity level of various instruments rated for this company: Annexure 3

Annexure-1: Details of Instruments/Facilities Size of the Name of the Date of Coupon Maturity Rating assigned along with Rating ISIN Issue Instrument Issuance Rate Date Outlook (Rs. crore) Fund-based - LT-Term Loan - - - - 0.00 Withdrawn Debentures-Non Convertible NA* NA NA NA 250.00 CARE A+ (CWD) Debentures *-Yet to be placed

Annexure-2: Rating History of last three years Current Ratings Rating history Date(s) & Date(s) & Name of the Type Rating Date(s) & Date(s) & Sr. Amount Rating(s) Rating(s) Instrument/Bank Rating(s) Rating(s) No. Outstanding assigned assigned Facilities assigned in assigned in (Rs. crore) in 2021- in 2018- 2020-2021 2019-2020 2022 2019 1)CARE A+ (Is) (CWD) (22-Mar-21) 1)CARE A+ CARE 2)CARE A+ (Is) 1)CARE A+ (Is); (Is); Stable Issuer Rating-Issuer Issuer A+ (Is) (CWD) Stable 1. 0.00 - (18-Feb- Ratings rat (CWD) (22-Mar-21) (27-Feb-20) 19) 3)CARE A+ (Is);

Stable (02-Mar-21)

1)CARE Fund-based - ST- 1)Withdrawn A1+ 2. Working Capital ST - - - - (27-Feb-20) (18-Feb- Demand loan 19)

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1)CARE A1+ Fund-based - ST- 3. ------(18-Feb- Term loan 19)

1)CARE A+ / 1)CARE A+; CARE A1+ Stable / CARE CARE 1)CARE A+; (CWD) A1+ A+ / Stable / (22-Mar-21) (27-Feb-20) Non-fund-based - LT/ CARE CARE A1+ 4. LT/ST 1670.00 - 2)CARE A+; 2)CARE A+; ST-BG/LC A1+ (18-Feb- Stable / CARE Stable / CARE (CWD) 19) A1+ A1+

(02-Mar-21) (05-Jul-19)

1)CARE A+; Debentures-Non 1)Withdrawn Stable 5. Convertible LT - - - - (27-Feb-20) (18-Feb- Debentures 19)

1)CARE A+; Debentures-Non 1)Withdrawn Stable 6. Convertible LT - - - - (27-Feb-20) (18-Feb- Debentures 19)

1)CARE A+; 1)CARE A+; Debentures-Non 1)Withdrawn Stable Stable 7. Convertible LT - - - (02-Mar-21) (18-Feb- (27-Feb-20) Debentures 19)

1)CARE A+ (CWD) 1)CARE A+; CARE 1)CARE A+; Debentures-Non (22-Mar-21) Stable A+ Stable 8. Convertible LT 200.00 - 2)CARE A+; (18-Feb- (CWD) (27-Feb-20) Debentures Stable 19)

(02-Mar-21)

1)CARE A+ (CWD) 1)CARE A+; CARE 1)CARE A+; Debentures-Non (22-Mar-21) Stable A+ Stable 9. Convertible LT 321.00 - 2)CARE A+; (18-Feb- (CWD) (27-Feb-20) Debentures Stable 19)

(02-Mar-21)

1)CARE A+; 1)CARE A+; Debentures-Non 1)Withdrawn Stable Stable 10. Convertible LT - - - (02-Mar-21) (18-Feb- (27-Feb-20) Debentures 19)

1)CARE A1+ 1)CARE CARE (CWD) A1+ Commercial Paper- 1)CARE A1+ A1+ (22-Mar-21) (18-Feb- 11. Commercial Paper ST 600.00 - (27-Feb-20) (CWD) 2)CARE A1+ 19) (Standalone) (02-Mar-21) 2)CARE A1+

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(28-Dec- 18) 3)CARE A1+ (17-May- 18)

1)CARE A+; 1)CARE A+; Debentures-Non 1)Withdrawn Stable Stable 12. Convertible LT - - - (24-Feb-21) (18-Feb- (27-Feb-20) Debentures 19)

1)CARE A+ (CWD) 1)CARE A+; 1)CARE A+; (22-Mar-21) Stable Fund-based - LT- Stable 13. LT - - - 2)CARE A+; (18-Feb- Term Loan (27-Feb-20) Stable 19)

(02-Mar-21)

1)CARE A+ (CWD) 1)CARE A+; CARE 1)CARE A+; (22-Mar-21) Stable Fund-based - LT- A+ Stable 14. LT 131.99 - 2)CARE A+; (18-Feb- Term Loan (CWD) (27-Feb-20) Stable 19)

(02-Mar-21)

1)CARE A+; Stable (18-Feb- 1)Withdrawn Non-fund-based - LT- 19) 15. LT - - - - (27-Feb-20) Letter of credit 2)CARE A+;

Stable (03-Jul-18)

1)CARE A+ (CWD) 1)CARE A+; CARE 1)CARE A+; (22-Mar-21) Stable Fund-based - LT-Cash A+ Stable 16. LT 10.00 - 2)CARE A+; (18-Feb- Credit (CWD) (27-Feb-20) Stable 19)

(02-Mar-21)

1)CARE A1+ (CWD) CARE Debentures-Non (25-Mar-21) A1+ 17. Convertible ST 900.00 - 2)CARE A+ - - (CWD) Debentures (CWD)

(22-Mar-21)

CARE Debentures-Non A+ 18. Convertible LT 250.00 - - - - (CWD) Debentures

Annexure 3: Complexity level of various instruments rated for this company

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Sr. No. Name of the Instrument Complexity Level 1. Debentures-Non Convertible Debentures Simple 2. Fund-based - LT-Term Loan Simple

Annexure-IV: List of subsidiaries getting consolidated at RPPL level as on March 31, 2020 S.No. Name of Company Shareholding as on 31-Mar-20 1 Abaha Wind Energy Developers Private Limited 100% 2 Abha Sunlight Private Limited 100% 3 Adyah Solar Energy Private Limited 100% 4 Akhilagya Solar Energy Private Limited 100% 5 Auxo Solar Energy Private Limited 100% 6 Auxo Sunlight Private Limited 100% 7 AVP Powerinfra Private Limited 100% 8 Badoni Power Private Limited 100% 9 Bhumi Prakash Private Limited 100% 10 Bidwal Renewable Private Limited 100% 11 Greenyana Sunstream Private Limited 100% 12 Helios Infratech Private Limited 100% 13 Izra Solar Energy Private Limited 100% 14 Kanak Renewables Limited 100% 15 Lexicon Vanijya Private Limited 100% 16 Molagavalli Renewable Private Limited 100% 17 Narmada Wind Energy Private Limited 100% 18 Nokor Bhoomi Private Limited 100% 19 Nokor Solar Energy Private Limited 100% 20 Ostro Alpha Wind Private Limited 100% 21 Ostro Anantapur Private Limited 100% 22 Ostro Andhra Wind Private Limited 100% 23 Ostro AP Wind Private Limited 100% 24 Ostro Bhesada Wind Private Limited 100% 25 Ostro Dakshin Power Private Limited 100% 26 Ostro Dhar Wind Private Limited 100% 27 Ostro Energy Private Limited 100% 28 Ostro Jaisalmer Private Limited 100% 29 Ostro Kannada Power Private Limited 100% 30 Ostro Kutch Wind Private Limited 100% 31 Ostro Madhya Wind Private Limited 100% 32 Ostro Mahawind Power Private Limited 100% 33 Ostro Raj Wind Private Limited 100% 34 Ostro Rann Wind Private Limited 100% 35 Ostro Renewables Private Limited 100% 36 Ostro Urja Wind Private Limited 100% 37 Prathamesh Solarfarms Limited 100% 38 Pugalur Renewable Private Limited 100% 39 Rajat Renewables Limited 100% 40 ReNew Agni Power Private Limited 100% 41 ReNew Americas Inc. 100% 42 ReNew Clean Energy Private Limited 100% 43 ReNew Cleantech Private Limited 100% 44 ReNew Distributed Solar Energy Private Limited 100% 45 ReNew Distributed Solar Power Private Limited 100% 46 ReNew Distributed Solar Services Private Limited 100% 47 ReNew Energy Services Private Limited 100% 48 ReNew Green Energy Private Limited 100% 49 ReNew Green Power Private Limited 100%

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S.No. Name of Company Shareholding as on 31-Mar-20 50 Renew Green Solutions Private Limited 100% 51 ReNew Mega Green Private Limited 100% 52 ReNew Mega Light Private Limited 100% 53 ReNew Mega Spark Private Limited 100% 54 ReNew Mega Urja Private Limited 100% 55 ReNew Power International Limited 100% 56 ReNew Power Services Private Limited 100% 57 ReNew Power Singapore Pte. Ltd. 100% 58 ReNew Saur Shakti Private Limited 100% 59 ReNew Saur Urja Private Limited 100% 60 ReNew Saur Vidyut Private Limited 100% 61 ReNew Services Private Limited 100% 62 ReNew Solar Daylight Energy Private Limited 100% 63 ReNew Solar Energy (Jharkhand Five) Private Limited 100% 64 ReNew Solar Energy (Jharkhand Four) Private Limited 100% 65 ReNew Solar Energy (Jharkhand One) Private Limited 100% 66 ReNew Solar Energy (Karnataka Two) Private Limited 100% 67 ReNew Solar Energy (Karnataka) Private Limited 100% 68 ReNew Solar Energy (Rajasthan) Private Limited 100% 69 ReNew Solar Energy (TN) Private Limited 100% 70 ReNew Solar Energy Private Limited 100% 71 ReNew Solar Power Private Limited 100% 72 ReNew Solar Services Private Limited 100% 73 ReNew Solar Sun Flame Private Limited 100% 74 Renew Solar Urja Private Limited 100% 75 ReNew Sun Ability Private Limited 100% 76 ReNew Sun Bright Private Limited 100% 77 ReNew Sun Energy Private Limited 100% 78 ReNew Sun Flash Private Limited 100% 79 ReNew Sun Power Private Limited 100% 80 ReNew Sun Waves Private Limited 100% 81 Renew Surya Ojas Private Limited 100% 82 ReNew Surya Prakash Private Limited 100% 83 Renew Surya Roshni Private Limited 100% 84 Renew Surya Vihaan Private Limited 100% 85 ReNew Transmission Ventures Private Limited 100% 86 ReNew Vayu Urja Private Limited 100% 87 Renew Vyan Shakti Private Limited 100% 88 Renew Vyoman Energy Private Limited 100% 89 Renew Vyoman Power Private Limited 100% 90 ReNew Wind Energy (AP 3) Private Limited 100% 91 ReNew Wind Energy (AP 4) Private Limited 100% 92 ReNew Wind Energy (AP Five) Private Limited 100% 93 ReNew Wind Energy (AP2) Private Limited 100% 94 ReNew Wind Energy (Budh 3) Private Limited 100% 95 ReNew Wind Energy (Devgarh) Private Limited 100% 96 ReNew Wind Energy (Jadeswar) Private Limited 100% 97 ReNew Wind Energy (Jamb) Private Limited 100% 98 ReNew Wind Energy (Jath Three) Private Limited 100% 99 ReNew Wind Energy (Jath) Limited 100% 100 ReNew Wind Energy (Karnataka 3) Private Limited 100% 101 ReNew Wind Energy (Karnataka 4) Private Limited 100% 102 ReNew Wind Energy (Karnataka Five) Private Limited 100% 103 ReNew Wind Energy (Karnataka Two) Private Limited 100% 104 ReNew Wind Energy (Maharashtra) Private Limited 100%

10 CARE Ratings Limited

Press Release

S.No. Name of Company Shareholding as on 31-Mar-20 105 ReNew Wind Energy (MP Four) Private Limited 100% 106 ReNew Wind Energy (MP One) Private Limited 100% 107 ReNew Wind Energy (MP Three) Private Limited 100% 108 ReNew Wind Energy (MP Two) Private Limited 100% 109 ReNew Wind Energy (MP) Private Limited 100% 110 ReNew Wind Energy (Orissa) Private Limited 100% 111 ReNew Wind Energy (Rajasthan 2) Private Limited 100% 112 ReNew Wind Energy (Rajasthan 3) Private Limited 100% 113 ReNew Wind Energy (Rajasthan Four) Private Limited 100% 114 ReNew Wind Energy (Rajasthan One) Private Limited 100% 115 ReNew Wind Energy (Rajasthan) Private Limited 100% 116 ReNew Wind Energy (Rajkot) Private Limited 100% 117 ReNew Wind Energy (Shivpur) Private Limited 100% 118 ReNew Wind Energy (Sipla) Private Limited 100% 119 ReNew Wind Energy (TN 2) Private Limited 100% 120 ReNew Wind Energy (TN) Private Limited 100% 121 ReNew Wind Energy (Varekarwadi) Private Limited 100% 122 ReNew Wind Energy (Vaspet 5) Private Limited 100% 123 ReNew Wind Energy (Welturi) Private Limited 100% 124 ReNew Wind Energy Delhi Private Limited 100% 125 Shekhawati Solar Park Private Limited 100% 126 Shruti Power Projects Private Limited 100% 127 Star Solar Power Private Limited 100% 128 Sungold Energy Private Limited 100% 129 Symphony Vyapaar Private Limited 100% 130 Tarun Kiran Bhoomi Private Limited 100% 131 Vivasvat Solar Energy Private Limited 100% 132 Zemira Renewable Energy Limited 100% 133 Zorya Distributed Power Services Private Limited 100% 134 Zorya Solar Energy Private Limited 100% 135 Aalok Solarfarms Limited* 75% 136 Abha Solarfarms Limited* 75% 137 Heramba Renewables Limited* 75% 138 Shreyas Solarfarms Limited* 75% 139 ReNew Wind Energy (AP) Private Limited* 66% 140 ReNew Wind Energy (Karnataka) Private Limited 64% 141 ReNew Akshay Urja Limited^ 56% 142 ReNew Mega Solar Power Private Limited* 51% 143 ReNew Solar Energy (Jharkhand Three) Private Limited* 51% 144 ReNew Solar Energy (Telangana) Private Limited* 51% 145 ReNew Surya Mitra Private Limited$ 1% *-Joint Venture companies, however, the respective joint venture partners have protective rights. Hence, these have been accounted as subsidiaries in the consolidated financials of RPPL. ^ On 25 September 2020, the Group acquired an additional 44% interest in the voting shares of Renew Akshay Urja Limited, increasing its ownership interest to 100%. $ On 04th March, 2020, the Group entered into a transaction with investors to issue 98.61% interest in the voting shares of ReNew Surya Mitra Private Limited, decreasing its ownership interest to 1.39%.

Note on complexity levels of the rated instrument: CARE has classified instruments rated by it on the basis of complexity. Investors/market intermediaries/regulators or others are welcome to write to [email protected] for any clarifications.

11 CARE Ratings Limited

Press Release

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About CARE Ratings: CARE Ratings commenced operations in April 1993 and over two decades, it has established itself as one of the leading credit rating agencies in India. CARE is registered with the Securities and Exchange Board of India (SEBI) and also recognized as an External Credit Assessment Institution (ECAI) by the Reserve Bank of India (RBI). CARE Ratings is proud of its rightful place in the Indian capital market built around investor confidence. CARE Ratings provides the entire spectrum of credit rating that helps the corporates to raise capital for their various requirements and assists the investors to form an informed investment decision based on the credit risk and their own risk-return expectations. Our rating and grading service offerings leverage our domain and analytical expertise backed by the methodologies congruent with the international best practices.

Disclaimer CARE’s ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE’s ratings do not convey suitability or price for the investor. CARE’s ratings do not constitute an audit on the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transactions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter-alia, based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that it has no financial liability whatsoever to the users of CARE’s rating. Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if triggered, the ratings may see volatility and sharp downgrades.

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12 CARE Ratings Limited