ReNew Wind Energy (AP 2) Private Limited, Ostro Jaisalmer Private Limited, Ostro Urja Wind Private Limited, Ostro Madhya Wind Private Limited, Badoni Power Private Limited, AVP Powerinfra Private Limited, Prathamesh Solarfarms Limited, Ostro Anantapur Private Limited, Ostro Mahawind Power Private Limited and ReNew Wind Energy Delhi Private Limited, each a company with limited liability incorporated under the laws of India (each, a “Co-Issuer,” and collectively, the “Co-Issuers”) and each a subsidiary of ReNew Power Private Limited (the “Company” or the “Parent Guarantor”), are the offering the Notes.

Subject to certain exceptions and as more fully described herein, the Notes may be redeemed, at the option of the Co-Issuers or the Parent Guarantor, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date, upon the occurrence of certain changes in applicable tax law and subject to certain conditions. See “Description of the Notes – Redemption for Taxation Reasons.”

Not later than 30 days following a Change of Control Triggering Event, the Co-Issuers will make an offer to purchase all outstanding Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the applicable Offer to Purchase Date. See “Description of the Notes – Repurchase of Notes Upon a Change of Control Triggering Event.”

The Indenture will contain certain covenants that, among other things, limit the Restricted Group’s ability to:

• incur or guarantee additional indebtedness;
• issue disqualified or preferred stock;
• declare dividends on capital stock or purchase or redeem capital stock;
• make investments or other specified restricted payments;
• have subsidiaries;
• sell assets;
• enter into sale and leaseback transactions;
• enter into transactions with shareholders or affiliates; and
• effect a consolidation or merger.

These covenants will be subject to a number of important limitations and exceptions. See “Description of the Notes—Certain Covenants.”