Adani Green Energy Restricted Group 2 issuer summary: 570MW solar portfolio and 2039 amortizing U.S. dollar notes

Date prepared: 2026-05-12
Issuer: Adani Green Energy Restricted Group 2
Co-issuers: Adani Renewable Energy (RJ) Limited / Wardha Solar (Maharashtra) Private Limited / Kodangal Solar Parks Private Limited
Subject bond: US$362,500,000 4.625% Senior Secured Notes due 15 Oct 2039
ISIN: XS2057842176（Reg S） / US00654CAA09（Rule 144A）
Key source dates: SGX listing confirmation 2019-10-15, Offering Circular 2019-10-03, RG2 compliance certificate and combined financial statements as of 2025-09-30, AGEL FY26 release 2026-04-24, publicly available rating-related information

1. Business Snapshot and Recent Developments

Adani Green Energy Restricted Group 2（AGEL RG2）is a restricted group comprising three solar power SPVs under Adani Green Energy Limited（AGEL）. The subject bond is not an unsecured bond of AGEL itself. It is a U.S. dollar-denominated senior secured bond due 2039, jointly issued and mutually guaranteed by Adani Renewable Energy (RJ) Limited, Wardha Solar (Maharashtra) Private Limited, and Kodangal Solar Parks Private Limited. The RG2 financial statements as of end-September 2025 also use the renamed forms Wardha Solar (Maharashtra) Limited and Kodangal Solar Parks Limited. This report primarily uses the Private Limited names in line with the bond documentation and SGX listing confirmation, while supplementing them with the current names where necessary. Accordingly, the credit analysis of this bond should not start with AGEL’s overall 50GW growth plan or large-scale Khavda investment. It should instead focus on PPA cash flows generated by the 570MW solar assets within RG2, semiannual amortization, DSCR/PLCR, the account waterfall, and the offtaker mix.

According to the SGX listing confirmation, the ISIN is XS2057842176 for the Reg S notes and US00654CAA09 for the Rule 144A notes. The issue date was 15 October 2019, and listing and trading commenced on 16 October 2019. The notes are denominated in U.S. dollars, with a minimum denomination of US$200,000 and subsequent trading increments of US$1,000. There are three co-issuers. The issue size is US$362.5mn, the coupon is 4.625%, and the final maturity date is 15 October 2039. The Offering Circular provides that interest is payable semiannually on 15 April and 15 October each year, and principal is also amortized on each interest payment date in accordance with the Senior Debt Amortization Amount.

RG2’s business substance consists of 10 solar power assets spread across two Indian states. The compliance certificate as of end-September 2025 states that Adani Renewable Energy (RJ) Limited owns 200MW, Wardha Solar (Maharashtra) Limited owns 350MW, and Kodangal Solar Parks Limited owns 20MW, forming an obligor group totaling 570MW. A 2019 article by pv magazine India at the time of issuance also described the three companies as owning a total of 570MW across 10 utility-scale solar energy projects, with 65% located in Karnataka and 35% in Rajasthan.

There have been three important recent developments. First, RG2’s standalone rating outlook improved during 2025 and toward the end of 2025. The compliance certificate as of end-September 2025 shows Fitch BBB-/Stable, S&P BB+/Stable, and Moody's Ba1/Stable, reflecting Moody's outlook change from Negative to Stable. Based on press reports, Moody's outlook improvement reflected stable operations, predictable cash flows, fully amortizing debt, and the ring-fenced project structure. Second, RG2’s latest disclosed actual DSCR was 2.56x for the 12 months ended September 2025, with PLCR at 2.00x and FFO/Net Debt at 20.2%. On the disclosed basis at least, debt-service headroom is ample. Third, the U.S. SEC/DOJ matters continue at the broader AGEL group level, but the notes to RG2’s financial statements as of end-September 2025 state that RG2 itself has not been named in those proceedings and that management concluded no adjustment to the RG2 financial statements was required.

This report is positioned as an RG2-specific credit summary written with XS2057842176 in mind, not as a comprehensive issuer_summary for AGEL. An AGEL parent-level report would focus on consolidated leverage, Khavda, access to the foreign-currency bond market, and group litigation risk. By contrast, the RG2 bond analysis focuses on how PPA-based power-generation revenue is captured within the restricted group, allocated with priority to debt service, and protected through distribution restrictions and DSCR tests. Looking only at the issuer name and treating the bond as having the same risk as an AGEL parent-level bond could understate the structural protections. Conversely, assuming that RG2’s ring-fencing eliminates the need to monitor Adani Group headlines, Indian offtakers, FX hedging, actual outstanding balance, and covenant amendments would understate downside risk.

2. Industry Position and Franchise Strength

The business foundation supporting RG2’s credit quality is not the fact that AGEL is one of India’s largest renewable energy companies in itself. Rather, it is that RG2’s assets are operating solar power assets backed by long-term fixed-price PPAs. AGEL’s scale and development/operating capabilities are important in a sponsor context, but the repayment source for the RG2 notes is the power-sales revenue from the specific assets owned by the three co-issuers. Therefore, the assessment of industry position should be narrowed from “AGEL is large” to “how predictable are the contracted cash flows of the RG2 assets?”

Once operational, solar power does not carry fuel-price risk and has low variable costs. If PPAs are long-term and fixed-price, direct sensitivity to power market prices and short-term demand is low. Renewable energy has policy priority close to must-run or must-dispatch status, and S&P also cites RG2’s long-term fixed-price PPAs and the must-dispatch status of renewable energy as supporting cash-flow visibility. This is a credit strength distinct from merchant power generation or renewable developers with assets still under construction.

At the same time, cash flow from solar assets is not fully fixed. Power generation depends on irradiation conditions, equipment availability, module degradation, grid constraints, land and operating management, and unexpected outages. RG2’s compliance certificate states that actual generation for the 12 months ended September 2025 was 1,275 million units, slightly below the P90 target of 1,294 million units. Meanwhile, actual generation against the minimum generation commitment under the PPAs was around 113-119% from FY21 to FY25. The P90 comparison requires monitoring for resource variability, but the PPA commitment comparison indicates that the assets have continued to generate with sufficient headroom.

The offtaker mix is the most important industry and institutional risk in RG2’s credit assessment. The compliance certificate as of end-September 2025 states that 72.5% of EBITDA came from NTPC/SECI and 27.5% from other offtakers. S&P’s publicly available information states that the offtakers are Solar Energy Corporation of India at around 73%, Maharashtra State Electricity Distribution Company at around 24%, and Bangalore Electricity Supply Company at around 3%. The fact that centrally related and policy-important offtakers such as SECI and NTPC-related entities account for the majority is supportive, and payment risk appears relatively lower than in projects concentrated solely on state DISCOMs. However, this does not mean the notes benefit from an explicit Indian government guarantee or a sovereign-equivalent payment obligation. The remainder includes state distribution companies, and the financial condition, payment delays, and regulatory recovery mechanisms of Indian DISCOMs remain ongoing constraints.

The notes to RG2’s financial statements explain that the main counterparties for trade receivables are central and state distribution companies, and that the normal credit period is 60 days including LPS. They also state that collections from DISCOMs are regular and that any delays accrue interest under the contractual terms. This is a credit-supportive company explanation, but the report treats it as management’s view and does not conclude that the payment risk of state distribution companies has disappeared. In particular, the payment status of Maharashtra State Electricity Distribution Company and Bangalore Electricity Supply Company could remain a rating constraint for RG2.

3. Segment Assessment: Assets, PPAs and Offtakers

RG2 is not a single power plant. It is a portfolio of 10 solar assets owned by three co-issuers. This diversification helps smooth resource, equipment, and outage risk compared with a single-plant project bond. However, all assets are domestic Indian solar assets and revenue depends on domestic PPAs, so concentration remains in terms of country, regulation, and offtakers.

Generation performance is an important support for the credit view. According to the compliance certificate as of end-September 2025, actual generation for RG2 as a whole was 279 million units, 612 million units, and 1,275 million units for the three periods of July-September 2025, April-September 2025, and October 2024-September 2025, respectively. P90 targets for the same periods were 273 million units, 602 million units, and 1,294 million units. Actual generation exceeded P90 in the latest quarter and half-year, but was slightly below P90 over the 12-month period. In solar power, resource variability causes fluctuations versus P50/P75/P90, so the analysis should focus not on a single month or quarter but on multi-year CUF and performance versus minimum generation requirements under the PPAs.

Wardha Solar, at 350MW, is the largest asset pool and has a large influence on RG2’s overall performance. For the 12 months ended September 2025, Wardha’s actual generation was 774 million units, against a P90 target of 816 million units, falling short of P90. This does not immediately imply credit deterioration, but the cause should be checked—whether it reflects resource conditions, equipment issues, or grid constraints. Kodangal’s 20MW is small, but its actual generation for the same period was 34 million units against a P90 target of 36 million units, similarly slightly below target. Details for Adani Renewable Energy (RJ) are fragmentary in the extracted text, and the company-by-company long-term trend remains an item for the next review.

The key point in this section is not to oversimplify RG2’s assets as “stable because they are solar.” Solar assets do not bear fuel risk, but they depend on irradiation, equipment, transmission, and offtakers. Generation above the minimum PPA requirement is a strong factor, but if there are periods where actual generation falls below P90 over 12 months, the analysis should consider how much this can be absorbed by distribution restrictions and DSCR headroom. At present, with DSCR at 2.56x and adequate headroom versus minimum generation under the PPAs, a small shortfall in generation alone is not enough to change the credit view. However, if underperformance versus P90 persists over multiple years and coincides with offtaker collection delays or higher hedging costs, the view that RG2 is close to low investment grade could weaken.

4. Financial Profile and Analysis

RG2’s financial profile should be assessed using the special purpose combined financial statements of the restricted group, not consolidated AGEL. The financial statements as of end-September 2025 compare the 12 months ended 30 September 2025 with the 12 months ended 30 September 2024, and combine the assets, liabilities, profit and loss, and cash flows of the three issuers. These are different from standalone statutory capital or AGEL consolidated financials, so it is important not to misunderstand the scope of the metrics.

Power-sales revenue has high visibility, but declined slightly year on year in the 12 months ended September 2025. Revenue from Operations was INR 4,962mn, including Revenue from Power Supply of INR 4,797mn, below the prior-year figures of INR 5,221mn and INR 5,079mn, respectively. Meanwhile, Other Income increased to INR 1,870mn from INR 1,509mn, so Total Income rose slightly to INR 6,832mn from INR 6,730mn. In the credit assessment of a power-generation business, power-sales revenue and the continuity of PPA revenue matter more than Other Income, so the reason for the decline in power-sales revenue should be checked in the next review.

On the cost side, Finance Costs declined to INR 2,625mn from INR 2,944mn in the prior year. Depreciation and Amortisation was broadly flat at INR 954mn, and Other Expenses were stable at INR 356mn. Profit before tax was INR 2,897mn, and profit after tax was INR 2,154mn, improving from PBT of INR 2,470mn and profit after tax of INR 1,850mn in the prior year. The picture is that lower finance costs and higher other income supported profit despite lower power-sales revenue.

For cash flow, Cash Generated from Operating Activities was INR 4,531mn, and Net Cash Generated from Operating Activities after tax payments was INR 4,020mn. In the prior year, the figures were INR 5,111mn and INR 4,830mn, respectively, so operating cash flow declined. Even so, given that Actual DSCR was disclosed at 2.56x for the 12 months ended September 2025, headroom against debt service currently appears sufficient. However, the details of the DSCR calculation, the applicable distribution restriction threshold, and each period’s principal amortization amount cannot be recalculated from the text alone. Therefore, the compliance certificate calculation should be used as the primary source, but it should be checked against the trustee report before investment.

On the balance sheet, Total Assets as of end-September 2025 were INR 47,959mn, Total Equity was INR 10,911mn, and Total Liabilities were INR 37,048mn. Non-current borrowings were INR 29,717mn and Current borrowings were INR 878mn, giving a total carrying value of Borrowings of INR 30,595mn. Within Non-current borrowings, the 4.625% Senior Secured USD Bonds were INR 25,781mn, and borrowings from Unrestricted Group Entities were INR 3,936mn. Cash was modest at INR 198mn, but bank balances other than cash and cash equivalents were INR 3,838mn, and the notes state that these include DSRA and Current Account balances.

The financial assessment can be summarized as good on the disclosed basis, but requiring additional reconciliation for an investment decision. DSCR of 2.56x and PLCR of 2.00x are strong supports. Receivables do not appear excessive, and the company states that collections from central and state distribution companies are regular. However, Revenue from Power Supply and operating cash flow declined year on year, and generation was slightly below P90 over the 12-month period. In addition, the actual U.S. dollar bond balance, progress of scheduled amortization, hedge fair value, required and actual DSRA balances, and recoverability of intragroup loans cannot be fully checked from the public report alone. Because RG2 is a restricted group rather than a listed operating company, the information constraint itself should be treated as a credit constraint.

5. Structural Considerations for Bondholders

The most important feature of the RG2 notes is that the three co-issuers directly own the assets and form a restricted pool through mutual guarantees, security, and account controls. Publicly republished Fitch information explains that RG2’s U.S. dollar notes are issued in part by each of the three SPVs and function like a restricted pool because the notes are stapled together. It also states that, unlike many other Indian restricted group issuances, the issuers are not merely on-lenders but directly own operating assets. This is a positive structure because it shortens the distance between the issuers and the repayment source.

According to the Offering Circular, each issuer’s Notes Obligations rank at least equally with its present and future senior secured obligations and ahead of unsecured or subordinated debt. The Notes of the three companies rank pari passu with each other, and each issuer guarantees the Notes Obligations of the other issuers. The SGX listing confirmation also confirms the co-issuers as Adani Renewable Energy (RJ) Limited, Kodangal Solar Parks Private Limited, and Wardha Solar (Maharashtra) Private Limited.

This structure provides some insulation from AGEL consolidated risk. Business Standard’s republication of Fitch states that AGEL RG2’s group-related risk is relatively low because of legal ring-fencing through a strict cash-flow waterfall in the U.S. dollar notes. Publicly available S&P-related information also states that RG2’s debt is fully secured and that cash flow waterfalls prioritize operating costs and debt service ahead of distributions. However, this is the description available from rating agencies and public information; this report has not verified the specific collateral package, enforcement recovery value, or whether any current amendment/waiver exists. Therefore, RG2’s assessment should not mechanically map broader AGEL group headlines directly onto bond cash flows; it needs to examine how much is insulated through the legal structure. At the same time, the structural protection should not be equated with a guarantee of actual recovery.

Ring-fencing is not a complete solution. First, the financial statements explain that operating management and administrative functions are handled by the Ultimate Holding Company, and RG2 itself has no employees. Therefore, AGEL group operating capability, internal controls, and reputation can affect RG2 in practice. Second, intragroup loans and transactions with Unrestricted Group Entities exist. These may be permitted within defined limits, but intragroup cash movement, related-party transactions, and changes to repayment terms require attention. Third, because the notes are U.S. dollar debt, the currency mismatch between Indian rupee-denominated power-sales revenue and foreign-currency debt depends on hedging. The financial statements state that the exposure is 100% hedged, but the hedge counterparties, rollovers, cost, fair value, and collateral posting should be confirmed before investment.

6. Capital Structure, Liquidity and Funding

The RG2 notes are long-term U.S. dollar notes that incorporated semiannual amortization from issuance. This reduces refinancing risk compared with a normal bullet note due in full in 2039. Against the original issue size of US$362.5mn, the carrying value of the 4.625% Senior Secured USD Bonds as of end-September 2025 was INR 25,781mn. Because FX translation, amortized cost, hedging, and accrued interest are involved, this carrying value cannot simply be converted into a U.S. dollar principal balance and stated as fact. However, it is consistent with progress in scheduled amortization after issuance.

Liquidity is supported less by cash on hand itself and more by PPA cash flow, account balances including the DSRA, distribution restrictions, parent support, and hedging. Cash and Cash Equivalents were only INR 198mn as of end-September 2025, while Bank balances other than cash and cash equivalents were INR 3,838mn. The financial statements state that these include DSRA and Current Account balances. For a project bond such as RG2, the key factors are not simple cash balance but required DSRA amount, revenue capture before debt service, and account priority.

The notes to the financial statements explain that RG2 has FX risk related to foreign-currency borrowings and imported spares, but that foreign-currency borrowings are 100% hedged and that, to this extent, the group is not exposed to foreign-currency risk. They also state that the hedge ratio for the hedging relationship is 1:1 and that the group holds derivatives hedging borrowings and accrued interest. This is a very important disclosure for U.S. dollar bond investors. However, the remaining tenor of the hedges, hedge counterparty credit, rollover, collateral posting, and hedge cost cannot be sufficiently verified from the public information reviewed here.

Refinancing risk is limited, but not zero. Fully amortizing debt, high DSCR, and long-term PPAs are strong factors. However, it remains necessary to confirm whether a large balance remains in the final period, whether generation, collections, hedge costs, or tax deviate from plan, and whether distributions or intragroup loans reduce debt-service headroom. S&P considers that a strong reserving mechanism supports the final repayment, but checking that assessment independently requires the latest amortization schedule, reserve account balances, distribution test, and debt sizing test.

7. Rating Agency View

RG2’s international ratings assess the PPAs, structure, and offtakers of the restricted group more specifically than AGEL’s parent-level credit profile. The compliance certificate as of end-September 2025 shows Fitch BBB-/Stable, S&P BB+/Stable, and Moody's Ba1/Stable. Fitch’s BBB- is close to a low investment-grade assessment after considering India’s Country Ceiling and offtaker risk. S&P’s BB+ and Moody's Ba1 are below investment grade, but both assess the credit more as a project bond with long-term PPAs and structural protections than as a conventional high-yield corporate.

In 2022, S&P raised RG2’s issue rating from BB to BB+ and assigned a stable outlook. According to publicly available information, S&P described RG2 as a US$362.5mn, 20-year fixed-rate secured bond jointly issued and jointly guaranteed by three operating companies, and cited 10 solar assets totaling 570MW, long-term fixed-price PPAs, must-dispatch status, offtakers centered on SECI, and a strong reserve mechanism. At the same time, S&P also explained that the rating is constrained by the credit quality of the weaker offtaker, Maharashtra State Electricity Distribution Company, making this an important issue that caps RG2’s rating.

Moody's was reported in December 2025 to have revised the outlook on AGEL RG1 and RG2 from Ba1/Negative to Ba1/Stable. Press reports and the RG2 compliance certificate cite as the reason for the outlook change an expectation that the issuers can maintain a credit profile consistent with the Ba1 rating over the next 12-18 months. Specific supports include stable operations, predictable cash flows, fully amortizing debt, and a ring-fenced project structure. Meanwhile, the constraint remains that around 30% of EBITDA comes from financially weak state distribution companies.

For Fitch, BBB-/Stable is confirmed in a 2023 public republication. Fitch assesses RG2 as comprising three SPVs, each directly owning operating assets, with the notes stapled together to mimic a restricted pool. It also states that all covenants and triggers are assessed on an aggregate basis, that each SPV guarantees the debt of the other SPVs, while the issued debt is structured as several obligations. Fitch recognizes group governance risk but views the spillover to RG2 as relatively low because of legal ring-fencing through a strict cash-flow waterfall.

Care is needed in treating Indian domestic ratings. The RG2 compliance certificate states that India Ratings upgraded AGEL to AA/Stable and that CRISIL and CARE assigned AA/Stable to AGEL. CRISIL’s 15 September 2025 report also assigned CRISIL AA/Stable to AGEL’s long-term bank borrowings, citing long-term contracts, portfolio diversification, and funding flexibility, while identifying execution risk in the large construction portfolio and renewable generation-specific risks as constraints. However, these are mainly domestic-scale ratings of AGEL itself or domestic bank borrowings, and they should not be mechanically converted into an international credit level for the RG2 U.S. dollar notes. Domestic AA ratings are supplementary information. For XS2057842176, the assessment should prioritize international ratings, bond terms, hedging, PPAs, and offtakers.

8. Credit Positioning

RG2 has a narrower cash-flow perimeter than AGEL parent and is structurally easier to analyze. At the same time, it has less scale diversification and business expansion flexibility than AGEL parent. AGEL parent has more than 19GW of operating capacity, a large growth plan centered on Khavda, multiple technologies, and broad funding access, but is strongly influenced by consolidated leverage, construction funding, HoldCo debt, litigation headlines, and group access to capital markets. RG2 is limited to 570MW, but its operating assets, long-term PPAs, amortization, and ring-fencing make the repayment source and creditor protections clearer.

Within AGEL-related credits, RG2 should be compared with RG1 and Hybrid RG. Domestic information shows that RG1 was upgraded to CRISIL AAA/Stable, but this is a domestic-scale rating and cannot be used for direct comparison with the RG2 foreign-currency notes. Hybrid RG includes solar and wind hybrid assets, so wind-resource risk and the technology mix differ. RG2 is a pure solar portfolio, and while generation varies, its technology risk is relatively straightforward. Comparisons should align offtaker mix and generation performance.

Compared with a sample of Asian project bonds, RG2 has a different risk profile from coal-fired IPPs such as Minejesa Capital and LLPL Capital. Minejesa and LLPL primarily involve PPAs with PLN, coal-fired power equipment, fuel, heat rate, coal policy, and operating risk at a single or small number of power plants. RG2 is Indian solar, with lower fuel risk and lower decarbonization transition risk. On the other hand, Indian DISCOM risk, solar resource risk, U.S. dollar hedging, Adani group headlines, and the three-issuer structure are its distinctive issues.

No conclusion is made on relative value at this stage. Because Bloomberg, Refinitiv, and dealer runs are not available, current price, yield, G-spread, Z-spread, WAL, and 144A/Reg S liquidity have not been confirmed. Public bond websites contain figures that appear to be prices or outstanding balances, but they are insufficient as a basis for an investment decision. This report does not judge whether the spread is cheap or rich, and instead positions the credit qualitatively based on rating level, structure, offtakers, and disclosure constraints.

Qualitatively, it is natural to position RG2 as “a long-term PPA-backed project bond that is not fully immune to Adani group headlines but is legally and contractually better protected than AGEL parent.” For investors seeking a credit close to investment grade, Fitch BBB- and DSCR of 2.56x are supportive. At the same time, S&P BB+ / Moody's Ba1, state DISCOM risk, and Adani-related legal and governance headlines justify requiring a higher risk premium than for stable government-related issuers or mature transmission and distribution companies.

9. Key Credit Strengths and Constraints

The first strength is predictable power-sales revenue under long-term PPAs. RG2’s 570MW is tied to long-term fixed-price PPAs, limiting short-term market price risk. Generation performance has also shown ample headroom against minimum PPA generation requirements from FY21 to FY25, and DSCR was high at 2.56x for the 12 months ended September 2025.

The second strength is the offtaker mix. NTPC/SECI-related counterparties account for 72.5% of EBITDA, meaning the share of centrally related and policy-important counterparties is high. S&P also views offtake centered on SECI as a factor that reduces cash-flow volatility. Although exposure to state distribution companies remains, the dominance of centrally related offtakers makes the credit more readable than a typical solar project concentrated on state DISCOMs. However, this does not mean the notes have a government guarantee or a sovereign-equivalent payment obligation.

The third strength is the debt structure. Semiannual amortization, account controls including DSRA, the cash-flow waterfall, distribution restrictions, PLCR/DSCR management, and mutual guarantees provide stronger protection than a normal unsecured corporate bond. PLCR of 2.00x and FFO/Net Debt of 20.2% as of end-September 2025 support current debt-service headroom.

The fourth strength is that the issuers directly own operating assets. Fitch distinguishes RG2 from other Indian restricted groups by noting that the issuers are not mere on-lending vehicles but directly hold operating assets. This is easier to assess than a structure where repayment sources only reach creditors through a complex holding-company chain.

The main constraint is state DISCOM risk. S&P cites Maharashtra State Electricity Distribution Company as a weak counterparty and a rating constraint. RG2’s financial statements explain that collections from DISCOMs are regular and that delays accrue interest, but the financial profile of Indian state distribution companies is a structural risk. Prolonged payment delays or regulatory disputes would affect cash flow.

The second constraint is generation and resource risk. Solar does not carry fuel risk, but depends on irradiation, equipment, and the grid. RG2’s actual generation was slightly below P90 for the 12 months ended September 2025. The issue is limited for now because DSCR headroom is substantial, but continued underperformance versus P90 could affect distribution restrictions and rating sensitivities.

The third constraint is FX and hedging. Revenue is mainly in Indian rupees, while the debt is in U.S. dollars. The financial statements explain that foreign-currency borrowings are 100% hedged, but hedging costs and re-hedging risk cannot be ignored over the long term. For long-dated notes due 2039, the continuity of FX hedging needs to be checked each time.

The fourth constraint is Adani group headline risk. RG2’s financial statements explain that RG2 has not been named in the U.S. SEC/DOJ matters, but operating management, the sponsor, funding markets, and rating agencies’ governance assessments can react to group-wide news. Ring-fencing is legal protection; it does not guarantee insulation from reputation risk or market liquidity risk.

The fifth constraint is disclosure. RG2 is not a listed operating company, and available information depends on the published compliance certificate, SGX disclosures, rating reports, and Offering Circular. Trustee reports and market data such as Bloomberg are needed to fully verify the current balance, actual DSRA balance, individual PPAs, asset-level generation, hedging details, and history of waivers or amendments. Avoiding speculation on points that cannot be confirmed is particularly important in this case.

10. Downside Scenarios and Monitoring Triggers

The most realistic downside scenario is deterioration in offtaker collections. Payments from SECI/NTPC-related entities are relatively more visible, but prolonged payment delays by state distribution companies such as Maharashtra State Electricity Distribution Company or Bangalore Electricity Supply Company would affect receivables, working capital, and DSCR. Even if RG2 accrues delayed payment interest, delayed cash collection would pressure liquidity before debt service. Monitoring indicators are trade receivables, receivable days, DISCOM-by-DISCOM balances, LPS recovery, and whether the DSRA has been drawn.

The second downside scenario is a structural decline in generation. A single year below P90 can occur in a solar portfolio, but if it continues over multiple years, the cause should be examined beyond irradiation alone, including equipment degradation, grid constraints, module quality, O&M, land, cleaning, and transmission issues. Monitoring indicators are actual generation versus P50/P75/P90, performance versus minimum generation under PPAs, CUF, availability, curtailment, and plant-level outliers.

The third downside scenario is deterioration in FX hedging or interest/hedging costs. The financial statements describe 100% hedging, but for long-term U.S. dollar notes, hedge fair value, collateral posting, rollover, counterparty credit, and hedge cost matter. If rupee depreciation coincides with higher hedging costs, the practical cash burden may increase even with accounting hedges in place. Monitoring indicators are hedge reserve, finance costs, derivative assets/liabilities, hedge maturity, and hedging policy.

The fourth downside scenario is weakening of structural protections. If waivers, amendments, additional debt, intragroup loans, relaxation of distribution restrictions, or changes to security or account agreements occur, the rating assessment of ring-fencing would weaken. Because RG2’s legal structure is central to the credit, covenant changes are more important than for a normal operating company. Monitoring indicators are SGX announcements, noteholder consents, trustee notices, restricted payments, additional indebtedness, cash sweep, and DSCR/PLCR tests.

The fifth downside scenario is spillover from Adani group legal or governance issues into funding markets or rating assessments. Even if RG2 itself is not named, channels remain through which rating agencies could take a tougher view of group governance, investors could sell Adani-related bonds broadly, or banks and hedge counterparties could tighten credit terms. Monitoring indicators are SEC/DOJ proceedings, company disclosures, rating agency comments, Adani group bond issuance and refinancing, and hedge/banking transaction terms.

11. Credit View and Monitoring Focus

Based on disclosed information, the current credit level is best viewed as a project-finance-type credit positioned from low investment grade to the upper crossover area. The direction is stable for now, considering DSCR of 2.56x, PLCR of 2.00x, Moody's revision to Stable, and S&P/Fitch’s Stable outlooks as of end-September 2025. The probability of rapid credit deterioration does not appear high at present, but if state DISCOM collections, generation, hedging, Adani group legal headlines, and covenant changes overlap, the view may need to be revised downward in a relatively short period.

The credit assessment should be separated from AGEL parent’s growth story. RG2’s 570MW of operating solar assets, long-term PPAs, high share of centrally related offtakers, semiannual amortization, DSRA, cash-flow waterfall, and mutual guarantees make the repayment source clearer than AGEL’s consolidated assets under construction or HoldCo debt. In particular, the structure in which the issuers directly own assets and capture cash flow within the restricted group is materially different from an unsecured bond of a growth company. However, the security package, current covenants, and enforcement recovery value remain additional confirmation items, and structural protection should not be equated with certainty of principal recovery.

At the same time, RG2 should not be treated as sovereign-quality or as a fully risk-insulated bond. Although SECI/NTPC’s share is high, exposure remains to state distribution companies such as Maharashtra State Electricity Distribution Company, and S&P also treats this as a rating constraint. Generation was slightly below P90 for the 12 months ended September 2025, and power-sales revenue and operating cash flow declined year on year. Hedging is described as 100%, but cost and effectiveness need to be checked continuously over the long period to 2039.

The most important monitoring items for investors are DSCR, PLCR, FFO/Net Debt, generation versus P90, generation versus minimum PPA requirements, DISCOM-by-DISCOM receivables, DSRA balance, hedge status, consents/waivers/amendments on SGX, and rating agency outlooks. With no market data available at present, this report does not judge whether XS2057842176 is cheap or rich. From a credit standpoint alone, RG2 can be selectively considered as an RG bond with strong structural protections, but additional spread is required for Adani-related headlines and Indian DISCOM risk.

Before taking a position, it is necessary to confirm current amount outstanding, clean price, YTW, WAL, G-spread/Z-spread, and 144A/Reg S liquidity. In addition, the amortization schedule in the Offering Circular, the latest trustee report, required and actual DSRA balances, distribution record, waiver history, hedge contracts, and PPA-by-PPA collection status should be reconciled. Once these are confirmed, RG2 can be assessed as a project bond that is structurally easier to analyze than AGEL parent, enabling a more precise relative value judgment.

12. Short Summary & Conclusion

Adani Green Energy Restricted Group 2 is a restricted group for the U.S. dollar senior secured amortizing notes due 2039 jointly issued by three solar SPVs under AGEL, with 570MW of long-term PPA-backed solar assets as the repayment source. This is a credit that should be assessed primarily through PPAs, offtakers, DSCR/PLCR, the account waterfall, hedging, and distribution restrictions, rather than AGEL parent’s growth investment risk. On the disclosed basis, DSCR of 2.56x, PLCR of 2.00x, and Fitch BBB- / S&P BB+ / Moody's Ba1 Stable are supportive, while state DISCOMs, generation, Adani group headlines, and unconfirmed current balance and market price are the main issues to monitor.

13. Sources

Confirmed sources

1. SGX, "Debt - Listing Confirmation::US$362,500,000 4.625% Senior Secured Notes due 2039", 2019-10-15.
   https://links.sgx.com/1.0.0/corporate-announcements/3P2QPRG1HSKGRV1T/e4cc40cb034b2ede12bbfefaeea9721116d7ff7e3eca25eafc83c39b13ac22ce

2. SGX, "Listing Prospectus / Shareholders' Circulars - Adani Renewable Energy (RJ) Limited, U.S.$362,500,000 4.625% Senior Secured Notes due 2039", Prospectus dated 2019-10-03.
   https://links.sgx.com/1.0.0/prospectus-circulars/35742

3. SGX / Offering Circular, "Adani Renewable Energy (RJ) Limited, Kodangal Solar Parks Private Limited, Wardha Solar (Maharashtra) Private Limited, U.S.$362,500,000 4.625% Senior Secured Notes due 2039", 2019-10-03.
   https://links.sgx.com/FileOpen/Shreya%20II%20-%20eFINAL.ashx?App=Prospectus&FileID=40150

4. Adani Green Energy, "RG 2 CC set signed.pdf", compliance certificate and combined financial statements as at and for the twelve months ended 2025-09-30.
   https://www.adanigreenenergy.com/-/media/Project/GreenEnergy/Investor-Downloads/RG-II-Financials--Compliance-Certificate/RG-2-CC-set-signed-comp.pdf

5. Adani Green Energy official release, "Adani Green Energy delivers highest ever greenfield annual capacity addition of 5.1 GW, reports 23% YoY growth in core EBITDA at Rs 10,865 crore", 2026-04-24.
   https://www.adanigreenenergy.com/newsroom/media-releases/adani-green-energy-delivers-highest-ever-greenfield-annual-capacity

6. Adani Green Energy FY25 Integrated Annual Report web version.
   https://connect.adani.com/annual_report/2025/agel/

7. S&P Global Ratings, "Adani Green Energy Ltd. Restricted Group 2 Issue", regulatory / rating page, 2022-12-01 and later references.
   https://www.spglobal.com/ratings/en/regulatory/article/-/view/type/HTML/id/2923879

8. Business Standard republication of Fitch Ratings, "Fitch affirms stable outlook to $362.5 mn debt of Adani Green Energy RG2", 2023-06-16.
   https://www.business-standard.com/companies/news/fitch-affirms-stable-outlook-to-usd-362-5-mn-debt-of-adani-green-energy-rg2-123061600595_1.html

9. Economic Times, "Adani Energy Solutions, Adani Green see Moody's outlook raised to stable; ratings affirmed", 2025-12-09.
   https://economictimes.indiatimes.com/markets/stocks/news/adani-energy-solutions-adani-green-see-moodys-outlook-raised-to-stable-ratings-affirmed/articleshow/125866457.cms

10. The Indian EYE, "Moody's cites strong fundamentals to upgrade Adani group entities", 2025-12-09.
    https://theindianeye.com/2025/12/09/moodys-cites-strong-fundamentals-to-upgrade-adani-group-entities/

11. CRISIL Ratings, "Adani Green Energy Limited - Crisil AA/Stable assigned to Bank Debt", 2025-09-15.
    https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/AdaniGreenEnergyLimited_September%2015_%202025_RR_376984.html

12. pv magazine India, "Adani Green Energy's $362.5 million green bonds score E1/90 in S&P Green Evaluation", 2019-10-04.
    https://www.pv-magazine-india.com/2019/10/04/adani-green-energys-362-5-million-green-bonds-score-e1-90-in-sp-green-evaluation/

13. Latham & Watkins, "Latham & Watkins Advises Adani Green Energy on its US$362.5 million Co-Issuer Green Bond Offering", 2019-10-22.
    https://www.lw.com/en/news/2019/10/latham-advises-adani-on-362million-co-issuer-green-bond-offering

14. SEC Litigation Release No. 26177, "Gautam Adani, Sagar Adani, and Cyril Cabanes", 2024-11-21.
    https://www.sec.gov/enforcement-litigation/litigation-releases/lr-26177

15. U.S. Department of Justice, Eastern District of New York press release, "Billionaire Chairman of Conglomerate and Seven Other Senior Business Executives Indicted...", 2024-11-20.
    https://www.justice.gov/usao-edny/pr/billionaire-chairman-conglomerate-and-seven-other-senior-business-executives-indicted

Locally stored sources

• issuer_summary/issuers/adani_green_energy_restricted_group_2/data/rg2_cc_set_signed_comp_20250930.pdf
• issuer_summary/issuers/adani_green_energy_restricted_group_2/data/rg2_cc_set_signed_comp_20250930.pdf.txt

Unconfirmed items and additional confirmation points

• Actual amount outstanding, clean price, YTW, WAL, G-spread, Z-spread, and 144A/Reg S liquidity of XS2057842176 / US00654CAA09 as of 2026-05-12.
• Reconciliation of each semiannual scheduled amortization amount under the Offering Circular amortization schedule with actual DTC / trustee balances.
• Latest trustee report, noteholder report, required and actual DSRA balances, cash sweep, distribution test, and waiver / amendment history.
• Asset-level COD, PPA tariffs, PPA maturity dates, PPA-by-PPA receivables, and offtaker-by-offtaker collection status.
• Latest full reports from Fitch, Moody's, and S&P. The rating information used here combines public pages, the compliance certificate, and press republications.
• Further confirmation of the domestic rating source texts from India Ratings, CRISIL, CARE, and ICRA, in the order of RG2 itself, the three co-issuers, and AGEL-related restricted groups.
• FX hedge counterparties, remaining tenor, hedge costs, collateral posting, and rollover policy.